THIS AGREEMENT is made on October 27, 1999 (the "Effective Date"), being the date upon which all of the
stock of Stratton-Cheeseman Management Co., Inc. is acquired by Mutual Insurance Corporation ("MICOA"),
by and between MICOA MANAGEMENT COMPANY, INC., a Michigan corporation (the "Employer") and
WILLIAM B. CHEESEMAN, a Michigan resident (the "Employee"). Employer and Employee are sometimes
referred to individually as a "Party" and collectively as the "Parties."
A. Employer is a wholly owned and controlled subsidiary of Mutual Insurance Corporation of America, a
Michigan mutual insurance corporation ("MICOA"). MICOA directly, or through subsidiary or affiliated
corporations, markets insurance and other services and products in several states. For purposes of this
Agreement, MICOA and its subsidiary and affiliated corporations, whether presently existing or acquired in the
future, are sometimes collectively referred below to as the "MICOA System".
B. Employer desires to employ Employee as the President and Chief Executive Officer of MICOA. As a result of
his past association with the MICOA System and employment pursuant to this Agreement, Employee has
acquired and will continue to acquire Confidential Information (defined below) of the MICOA System and/or
C. As a condition of employment, Employer requires Employee to enter into this Agreement, and Employee
desires to do so to induce Employer to employ him.
IN CONSIDERATION of the Recitals, mutual covenants and promises stated below and other valuable
consideration, the receipt, adequacy and sufficiency of which is acknowledged, Employer and Employee agree as
1. EMPLOYMENT. Beginning on the Effective Date of this Agreement and for a period of ten (10) years
thereafter, Employer shall employ Employee and Employee shall accept such employment, in accordance with all
terms and conditions of this Agreement. Compensation Arrangements shall be determined annually as provided in