MEADOWBROOK INSURANCE GROUP INC
EX-10.3 SUBSIDIARY PLEDGE AGREEMENT
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<TYPE>EX-10.3
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<FILENAME>k76798exv10w3.txt
<DESCRIPTION>EX-10.3 SUBSIDIARY PLEDGE AGREEMENT
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                                                                    EXHIBIT 10.3

                           SUBSIDIARY PLEDGE AGREEMENT

         THIS STOCK PLEDGE ("Stock Pledge") made as of the 25th day of
September, 2002 by and between Crest Financial Corporation, a Nevada corporation
("Company") and Comerica Bank, a Michigan banking corporation, ("Bank").

                                    RECITALS

         A. Pursuant to that certain Restated Credit Agreement dated as of
September 25, 2002 (as may be amended or otherwise modified from time to time,
the "Credit Agreement") by and between Meadowbrook Insurance Group, Inc.
("Borrower") and Bank, the Bank has agreed to extend credit to Borrower on the
terms set forth in the Credit Agreement.

         B. As a condition to the performance of their respective obligations
under the Credit Agreement, Bank has required that Company provide this Stock
Pledge to Bank, granting various security interests, liens and other
encumbrances as security for the Borrower's obligations under its Notes, the
Credit Agreement and the other Loan Documents.

         NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

         I. Creation of Security Interest

         Company hereby grants to Bank a security interest in the property
described in paragraph II, below ("Collateral").

         II. Collateral.

         The Collateral consists of the following:

         (a) 100% of the outstanding shares of each class of stock (or other
ownership interest) of each Subsidiary listed on Schedule A hereto (as such
Schedule may be revised pursuant to Section III B. l hereof), together with all
of the certificates and/or instruments representing such shares of stock (or
other ownership interest), and all cash, securities, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares;

         (b) 100% of any additional shares of stock of any of the Subsidiaries
listed on Schedule A hereto, at any time and from time to time acquired by the
Company in any manner, all of the cash, securities, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares;

         (c) All other property hereafter delivered to the Bank in substitution
for or in addition to the foregoing, all certificates and instruments
representing or evidencing such property, and all cash, securities, interest,
dividends, rights and other property at any time and from time to time



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received, receivable or otherwise distributed in respect of or in exchange for
any or all thereof; and

         (d) All products and proceeds of all of the foregoing.

         III. Company's Obligations

         A. Payment of Secured Indebtedness. The security interest created
herein is given as security for:

         (1) All of Borrower's obligations contained in or arising under or in
connection with the Credit Agreement and the Notes issued by it from time to
time pursuant to the Credit Agreement, and all obligations of Borrower contained
in or arising under the other Loan Documents executed by Borrower;

         (2) All of Borrower's obligations contained in or arising under any
Interest Rate Protection Agreements;

         (3) The obligations of Borrower and Company for payment of all sums
hereafter loaned, paid out, expended or advanced by or for the account of the
Bank under the terms of this Stock Pledge, the Credit Agreement, or the other
Loan Documents, in connection with the Collateral or any of the documents or
instruments described in this Stock Pledge, the Credit Agreement or the other
Loan Documents; together with interest thereon as provided for herein or
therein; and also as security for all other indebtedness and liabilities,
whether direct, indirect, absolute or contingent, owing by the Borrower or the
Company to the Bank in any manner under the Credit Agreement or the Loan
Documents, which hereafter become due, or that may hereafter be incurred by the
Borrower to or acquired (pursuant to the Credit Agreement or the other Loan
Documents) by the Bank, and all other future obligations of the Borrower to the
Bank, its successors and assigns, howsoever created, arising or evidenced,
whether joint or several, direct or indirect, absolute or contingent, primary or
secondary, and any judgments that may hereafter be rendered on such indebtedness
or an part thereof, with interest according to the rates and terms specified, or
as provided by law, and any and all replacements, consolidations, amendments,
renewals or extensions of the foregoing (collectively herein called the
"Indebtedness").

         B. Protection of Security Interest.

         (1) Company shall take any and all steps required to protect the
Collateral, and in pursuance thereof Company agrees that Company shall deliver
or caused to be delivered to Bank, and Bank shall receive possession, of
certificates representing all of the pledged shares referred to in Schedule A,
as the case may be, properly endorsed or with assignments separate from such
certificates in blank for transfer. In addition Bank shall receive proof that
appropriate acknowledgments, governmental approvals, share register entries,
local pledge agreements, financing statements, collateral and other documents
covering the Collateral have been executed and delivered by the appropriate
parties and recorded on file with such Persons and in such jurisdictions as
necessary to perfect the security interests, or other liens granted hereby
and/or



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thereby. The Bank from time to time shall revise Schedule A and promptly deliver
a copy thereto to Company, on the effective date of the acquisition or creation
by Company of a Subsidiary (which is not a regulated insurance subsidiary),
adding to Schedule A the name of each such Subsidiary so acquired or created,
and upon such revision, Company shall be deemed to have pledged 100% of the
capital stock (or other ownership interests) of each such Subsidiary so acquired
or created to Bank.

         (2) Company will not sell, transfer, assign or otherwise dispose of any
of the Collateral or any interest therein or offer to do so without the prior
written consent of Bank, or permit anything to be done that may materially
impair the value of any of the Collateral or the security intended to be
afforded by this Stock Pledge.

         (3) Company will, subject to the applicable terms of the Credit
Agreement, pay all taxes and assessments upon the Collateral or for its use or
operation before any interest or penalty for nonpayment attaches thereto unless
said payment is being contested in good faith and it establishes a reserve as
required by generally accepted accounting principles.

         (4) Company will, subject to the applicable terms of the Credit
Agreement, sign and execute alone or with Bank any financing statement or other
document or procure any documents and pay all reasonable connected costs,
necessary to protect the security interest under this Stock Pledge against the
rights or interests of third persons.

         (5) Company will, subject to the applicable terms of the Credit
Agreement, reimburse Bank for all reasonable costs, including reasonable
attorneys' fees, incurred for any action taken by Bank to remedy an Event of
Default which Bank elects to remedy pursuant to its rights under Article VI
hereof.

         (6) Company will:

         (i) subject to the applicable terms of the Credit Agreement, allow Bank
to examine, audit and inspect Company's books, accounts, records (including
without limitation all records relating to the Collateral or the Indebtedness),
ledgers and assets and properties of every kind and description wherever located
at all reasonable times during normal business hours, upon oral or written
request of Bank, and to make and take away copies of any and all such books,
accounts, records and ledgers;

         (ii) punctually and properly perform all of its covenants and duties
under any other security agreement, mortgage, collateral pledge agreement or
contract of any kind now or hereafter existing as security for or in connection
with payment of the Indebtedness, or any part thereof;

         (iii) perform its obligations under the Loan Documents;

         (iv) promptly furnish Bank with any information in writing which Bank
may reasonably request concerning the Collateral;



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         (v) promptly notify Bank of any material change in any fact or
circumstances warranted or represented by Company in this Stock Pledge or in any
other writing furnished by Company to Bank in connection with the Collateral or
the Indebtedness;

         (vi) promptly notify Bank of any material claim, action or proceeding
affecting the Collateral and title therein, or in any part thereof, or the
security interest created herein, and, at the request of the Bank, appear in and
defend, at Company's expense, any such action or proceeding; and

         (vii) promptly, after being requested by Bank, pay to Bank the amount
of all reasonable expenses, including reasonable attorneys' fees and other legal
expenses, incurred by Bank in protecting and maintaining the Collateral or its
rights hereunder, or in connection with any audit or inspection of the
Collateral pursuant to the terms hereof, and in enforcing the security interest
created herein.

         (7) With respect to any Collateral of a kind requiring an additional
security agreement, financing statement, or other writing to perfect a security
interest therein in favor of Bank, Company will forthwith execute and deliver to
Bank whatever the Bank shall deem necessary or proper for such purpose. Should
any covenant, duty or agreement of Company fail to be performed in accordance
with its terms hereunder, Bank may, but shall never be obligated to, perform or
attempt to perform such covenant, duty or agreement on behalf of Company, and
any amount expended by Bank in such performance or attempted performance shall
become part of the Indebtedness, and, at the request of Bank, Company agrees to
pay such amount to Bank upon demand at Bank's office in Detroit, Michigan
together with interest thereon at the highest rate which interest accrues on
amounts after the same become due pursuant to the terms of any note executed
pursuant to the Credit Agreement from the date of such expenditure by Bank until
paid. With respect to any Collateral in which Company acquires any rights
subsequent to the date hereof and which, under applicable law, a security
interest is or can be perfected by possession, Company agrees to deliver
possession of such Collateral to Bank immediately upon its acquisition of rights
therein.

         (8) Company will hold the proceeds of any of the Collateral in trust
for Bank, will not commingle said proceeds with any other funds, and, after an
Event of Default, will deliver such proceeds to Bank at its request.

         (9) If Bank, acting in its sole discretion, redelivers any Collateral
to Company or Company's designee for the purpose of

         (i) the ultimate sale or exchange thereof, or

         (ii) presentation, collection, renewal, or registration of transfer
thereof, such redelivery shall not constitute a release of Bank's security
interest therein or in the proceeds thereof unless Bank, specifically so agrees
in writing.

         (10) If Company requests any such redelivery, Company will deliver with
such request a duly executed financing statement in form and substance
satisfactory to Bank.



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         IV. Default

         The term "Event of Default", as used herein, means the occurrence of
any Event of Default under the Credit Agreement.

         V. Consequence of Default.

         Upon an Event of Default, Bank shall be entitled, subject to applicable
law, to all of its remedies specified herein, in the Credit Agreement, or in any
other document executed in connection with the Credit Agreement or this Stock
Pledge, or provided by law. Additionally, upon an Event of Default and subject
to applicable law, Bank will be entitled to receive all dividends payable in
respect of the pledged shares evidencing the Collateral pledged under this Stock
Pledge, and may change the registration of any registerable Collateral to any
other name or form and is hereby authorized to appoint any officer or agent of
Bank as Company's true and lawful proxy and attorney-in-fact, with power, upon
the occurrence of any Event of Default (exercisable so long as such Event of
Default is continuing), to exercise all voting rights in respect of the shares
evidencing the Collateral pledged hereby; to endorse Company's name or any of
its officers' names or agents' names upon any notes, checks, drafts, money
orders, or other instruments of payment (including payments payable under any
policy of insurance on the Collateral) or Collateral that may come into
possession of the Bank in full or part payment of any amounts owing to the Bank;
to give written notice to such office and officials of the United States Post
Office to effect such change or changes of address so that all mail addressed to
Company may be delivered directly to Bank; to execute on behalf of Company any
financing statements, amendments, subordinations or other filings pursuant to
the Credit Agreement; granting unto Bank, as the proxy and attorney-in-fact of
Company, full power to do any and all things necessary to be done in and about
the premises as fully and effectually as Company might or could do, and hereby
ratifying all that said proxy and attorney shall lawfully do or cause to be done
by virtue hereof. The proxy and power of attorney described herein shall be
deemed to be coupled with an interest and shall be irrevocable for the term of
the Credit Agreement, and all transactions thereunder and thereafter as long as
any Indebtedness or any of the commitments to lend remain outstanding. The Bank
shall have full power, subject to applicable law to collect, to compromise, to
endorse, to sell or otherwise to deal with the Collateral or proceeds thereof on
in its own name or in the name of Company provided that Bank shall act in a
commercially reasonable manner.

         VI. Bank's Rights and Remedies.

         Bank shall have available to it (subject to applicable law) the
following rights and remedies upon occurrence of an Event of Default:

         A. Right to Assign. Bank may assign this Stock Pledge only as provided
in the Credit Agreement and if Bank does assign this Stock Pledge, the assignee
shall be entitled to the performance of all of Company's obligations and
agreements under this Stock Pledge, and the assignee shall be entitled to all
the rights and remedies of Bank under this Stock Pledge.



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         B. Right to Discharge Company's Obligations. Bank may (i) discharge
taxes, liens or security interests or other encumbrances at any time levied or
placed on the Collateral which are superior to the security interest herein
granted, (ii) remedy or cure any default of Company under the terms of any
lease, rental agreement, land contract or other document which in any way
pertains to or affects Company's title to or interest in any of the Collateral,
(iii) pay for insurance on the Collateral, and (iv) pay for the maintenance and
preservation of the Collateral, unless with respect to the obligations under
clauses (i) or (ii) Company is contesting in good faith such obligations, and
Company agrees to reimburse Bank, on demand, for any payment made or any expense
incurred by Bank pursuant to the foregoing authorization, with interest, which
payments and expenses shall be secured by the security intended to be afforded
by this Stock Pledge.

         C. Remedies and Enforcement. Bank shall have and may exercise any and
all rights of enforcement and remedies afforded to a secured party under the
Uniform Commercial Code as adopted and in force in the State of Michigan, to the
extent permitted by applicable law, on the date of this Stock Pledge or the date
of Company's default together with any and all other rights and remedies
otherwise provided and available to Bank by law unless such application would
result in the invalidity or unenforceability of any provision hereof, in which
case the law of the state in which any of the Collateral is located shall apply
to the extent necessary to render such provision valid and enforceable; and, in
conjunction with, in addition to, or substitution for those rights, at Bank's
discretion, Bank may:

         (1) Apply any of the Collateral against any of the Indebtedness secured
hereby;

         (2) Waive any default, or remedy any default in any reasonable manner,
without waiving its rights and remedies upon default and without waiving any
other prior or subsequent default;

         (3) Without any notice to Company, notify any parties obligated on any
of the Collateral to make payment to the Bank of any amounts due or to become
due thereunder and enforce collection of any of the Collateral by suit or
otherwise and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) the indebtedness thereunder or evidenced thereby. Upon request
of the Bank, Company will, at its own expense, notify any parties obligated to
Company on any of the Collateral to make payment to the Bank of any amounts due
or to become due thereunder. Company agrees that Bank shall not be liable for
any loss or damage which Company suffers or may suffer as a result of Bank's
processing of items or its exercise of any other rights or remedies under this
Stock Pledge, including without limitation indirect, special or consequential
damages, loss of revenues or profits, or any claim, demand or action by any
third party not related to or affiliated with Company arising out of or in
connection with the processing of items (excluding only the claims of such third
parties in connection with the processing of items based solely upon the gross
negligence or willful misconduct of Bank) or the exercise of any other rights or
remedies hereunder. Company further agrees to indemnify and hold Bank harmless
from and against all such third party claims, demands or actions, including
without limitation litigation costs and reasonable attorneys' fees.




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         D. Right of Sale.

         (1) Company agrees that upon the occurrence of an Event of Default
(taking into account applicable periods of cure, if any), Bank may, at its
option, sell and dispose of the Collateral at public or private sale without any
previous demand of performance.

Company agrees that notice of such sale sent to Company's address, as set forth
in the Credit Agreement, by certified or registered mail sent at least five (5)
days prior to such sale, shall constitute reasonable notice of sale. The
foregoing shall not require notice if none is necessary under applicable law.
The proceeds of sale shall be applied in the following order:

         (i) to all reasonable costs and charges incurred by Bank in the taking
and causing the removal and sale of said property, including such reasonable
attorneys' fees as shall have been incurred by Bank;

         (ii) to the Indebtedness, including all accrued interest thereon; and

         (iii) any surplus of such proceeds remaining shall be paid to the
Company, or to such other party who shall lawfully be entitled thereto.

         (2) At any sale or sales made pursuant to this Stock Pledge or in a
suit to foreclose the same, the Collateral may be sold en masse or separately;
at the same or at different times, at the option of the Bank or its assigns.
Such sale may be public or private with notice as required by the Uniform
Commercial Code as then in effect in the state in which the Collateral is
located, and the Collateral need not be present at the time or place of sale. At
any such sale, the Bank or the holder of any note hereby secured may bid for and
purchase any of the property sold, notwithstanding that such sale is conducted
by the Bank or its attorneys, agents, or assigns.

         E. Miscellaneous. Bank shall have the right at all times to enforce the
provisions of this Stock Pledge in strict accordance with the terms hereof,
notwithstanding any conduct or custom on the part of Bank in refraining from so
doing at any time or times. The failure of Bank at any time or times to enforce
its rights under said provisions strictly in accordance with the same shall not
be construed as having created a custom in any way or manner contrary to the
specific provisions of this Stock Pledge or as having in any way or manner
modified the same. All rights and remedies of Bank are cumulative and
concurrent, and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.

         VII. Representations and Warranties of Company.

         Company represents and warrants, as continuing representations and
warranties so long as the Guaranty remains in effect, that:

         A. The individual signatory hereto has authority to execute and deliver
this Stock Pledge on behalf of Company.



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         B. No financing statement covering the Collateral, or any part thereof,
has been filed with any filing officer other than in favor of Bank.

         C. No other agreement, pledge or assignment covering the Collateral, or
any part thereof, has been made and no security interest, other than the one
created hereby or pursuant to pledges and security agreements previously made in
favor of Bank has attached or been perfected in the Collateral or in any part
thereof.

         D. No material dispute, right of setoff, counterclaim or defenses exist
with respect to any part of the Collateral.

         E. All information supplied and statements made in any financial or
credit statements or application for credit prior to the execution of this Stock
Pledge are true and correct as of the date hereof in all material respects.

         F. The Collateral, (1) constitutes all the issued and outstanding
capital stock (or other ownership interests) of the Subsidiaries, (2) have been
duly authorized and issued to Company, (3) is fully paid and non-assessable, (4)
is freely and validly assignable, and (5) is not subject to any option, warrant
right to call or commitment of any kind or nature.

         G. At the time Bank's security interest attaches to any of the
Collateral or its proceeds, Company will be the lawful owner with the right to
transfer any interest therein, and that Company will make such further
assurances as to prove its title to the Collateral as may be reasonably required
and will defend the Collateral and its proceeds against the lawful claims and
demands of all persons whomsoever. The delivery at any time by Company to Bank
of Collateral or financing statements covering Collateral shall constitute a
representation and warranty by Company under this Stock Pledge that, with
respect to such Collateral, and each item thereof, Company is owner of the
Collateral and the matters heretofore warranted in this paragraph are true and
correct.

         VIII. Mutual Agreements.

         Company and Bank mutually agree as follows:

         A. "Company," "Bank," and "Borrower" as used in this Stock Pledge
include the successors and permitted assigns of those parties.

         B. To the extent permitted by applicable law, except as otherwise
provided herein, the law governing this secured transaction shall be that of the
State of Michigan.

         C. This Stock Pledge includes all amendments and supplements hereto and
assignments hereof and Company and Bank shall not be bound by any amendment or
undertaking not expressed in a writing executed by each of them.

         D. All capitalized terms not specifically defined herein which are
defined in the Credit Agreement are used as defined in the Credit Agreement.



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         E. This Stock Pledge shall be a continuing security interest in every
respect (whether or not the outstanding balance of the Indebtedness is reduced
to zero) and Bank's security interest in the Collateral as granted herein shall
continue in full (other than contingent indemnification obligations to the
extent no unsatisfied claim giving rise thereto has been asserted) force and
effect until all of the Indebtedness is indefeasibly repaid and discharged in
full and no commitment (whether optional or obligatory) to extend any credit
under the Credit Agreement remains outstanding.

         F. The parties hereto acknowledge that this Stock Pledge is subject to
the mutual waiver of jury trial contained in Section 10.14 of the Credit
Agreement and to the consent to jurisdiction provisions contained in Section
10.2 of the Credit Agreement.

         G. This Stock Pledge has been executed and delivered pursuant to the
Credit Agreement and in the event of any conflict between this Stock Pledge and
the Credit Agreement, the Credit Agreement shall govern.

         IN WITNESS WHEREOF, Company and Bank have executed this Stock Pledge on
the day and year first above written.

                                  COMPANY:

                                  CREST FINANCIAL CORPORATION, a Nevada
                                  corporation,

                                  By:      /s/ Michael O'Shea
                                      ------------------------------------------
                                           Michael O'Shea
                                  Its:     Assistant Secretary

                                  ACCEPTED BY BANK:
                                  ----------------

                                  COMERICA BANK, a Michigan banking corporation,

                                  By:      /s/ Julie J. Nowicki
                                      ------------------------------------------
                                           Julie J. Nowicki
                                  Its:     Account Officer




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                                   SCHEDULE A

                                  SUBSIDIARIES

    1.     Commercial Carriers Insurance Agency, Inc., a California corporation

    2.     Interline Insurance Services, Inc., a California corporation

    3.     Liberty Premium Finance, Inc., a California corporation



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