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Lease Agreement

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Meadowbrook Insurance Group, Inc | Meadowbrook, Inc.,

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Title: LEASE
Governing Law: Michigan Date: 3/16/2005
Industry: Insurance (Prop. and Casualty) Sector: Financial

LEASE, Parties: meadowbrook insurance group inc , meadowbrook inc.

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EXHIBIT 10.32

LEASE

This Lease is dated as of the 6th day of December, 2004, by and between

Meadowbrook Insurance Group, Inc., a Michigan corporation (the "Landlord") and

Meadowbrook, Inc., a Michigan corporation (the "Tenant").

1. PREMISES. The Landlord, in consideration of the rents to be paid

and the covenants to be performed by the Tenant, does lease to the Tenant the

following described land and building, including its common area(s), located in

the City of Southfield, County of Oakland and State of Michigan, commonly known

as 26255 American Drive and more particularly described on Exhibit "A" (the

"Premises").

2. TERM AND RENT.

(a) The lease term shall commence on the date hereof (the

"Commencement Date") and shall expire, unless extended in accordance with the

terms of Section 3 or other mutually satisfactory written agreement executed by

the Landlord and the Tenant, on November 30, 2014 (the "Term").

(b) During the Term, Tenant shall pay rent in equal monthly

installments as follows:

Years 1 - 10: $129,166.66

3. RENEWAL PERIODS.

(a) Tenant has two (2) options to extend the term of this Lease for

a period of five (5) years for each option. Tenant shall give the Landlord

ninety (90) days notice prior to the end of the first term or any renewal period

that Tenant elects to exercise its option(s). Tenant may exercise any one or

more options at one time.

(b) The renewal periods shall be on the same terms and conditions of

the original lease term, except for the rent. The rent during the renewal

period(s) shall be mutually agreed upon by Landlord and Tenant, but shall not

exceed 105% of the rate in the last year of the preceding period.

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4. USE OF PREMISES. Tenant may use and occupy the Premises for its

own corporate purposes and for providing services to its affiliated insurance

companies.

5. LANDLORD'S WORK; ACCEPTANCE OF PREMISES BY TENANT.

(a) Landlord has, in compliance with all applicable codes, laws,

regulations and ordinances, completed its work in accordance with Tenant's

requirements.

6. COVENANT OF TITLE AND QUIET POSSESSION. Landlord represents and

warrants to Tenant that the Landlord is solely vested with fee simple title to

the Premises and has full right and lawful authority to lease the Premises to

Tenant. Landlord further represents and warrants to Tenant that there are no

liens, encumbrances, mortgages, restrictions or other defects except as are

shown in Exhibit "C". If at any time Landlord's title or right to receive rent

hereunder is disputed, or if there is a change of ownership of Landlord's estate

by act of the parties or operation of law, Tenant may withhold rent thereafter

accruing until Tenant is furnished proof, satisfactory to it, as to the party

entitled thereto. Landlord covenants with Tenant to keep Tenant in quiet

possession of the Premises during the term of this Lease, provided Tenant

performs all of its duties and obligations under this Lease.

7. PUBLIC LIABILITY INSURANCE.

During the Term, or any extension thereafter, the Tenant agrees to

provide the following forms of insurance:

(a) Workers' Compensation Insurance with terms, conditions and limits

as required by Michigan law.

(b) Comprehensive General Liability Insurance, which would have a

minimum limit of liability of $2,000,000 per occurrence and $2,000,000 per

aggregate; and

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excavations, foundations and footings, in an amount not less than one hundred

percent (100%) of the actual replacement cost, as well as for business

interruption.

Landlord shall be named as an Additional Named on the Tenant's

insurance policies. Upon request, the Tenant shall provide certificates of

insurance verifying that coverage is in place. Tenant shall provide Landlord

fifteen (15) days advance notice of cancellation of any of the above policies.

8. REAL ESTATE TAXES.

Tenant also agrees to pay all of the real estate taxes and special or

general assessments which shall be levied against the Premises each year (the

"Taxes").

9. LANDLORD'S REPAIR AND MAINTENANCE.

(a) Landlord shall at its sole cost and expense maintain, repair and

replace the roof and structural members thereof (including gutters and

downspouts), the foundations, the four (4) outer walls, the structural soundness

of the building, and the parking lot. Landlord also shall maintain, repair, and

replace the underground and otherwise concealed plumbing of the Premises and be

responsible for the Premises' compliance with Title III of the Americans with

Disabilities Act of 1990.

(b) Landlord shall deliver to Tenant prior to the Commencement Date

written warranties as required herein and shall certify that the roof, heating,

air conditioning, plumbing, fire protection and electrical systems (herein

"Systems") are in good operating condition and shall remain in such condition

for a period of one (1) year from the Commencement Date.

10. TENANT'S REPAIR AND MAINTENANCE.

(a) Tenant shall provide, at its sole cost and expense, maintenance

and repair for the interior of the building (excluding exterior walls, floors or

roof) on the Premises and will keep the Premises in a clean and operational

condition according to the laws or ordinances of the governmental agencies

having jurisdiction of the Premises.

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(b) Tenant shall not be responsible for any costs incurred which

results from the failure of the building to comply with applicable local, state,

and federal laws, except to the extent caused by Tenant.

survey, clean up, contain, abate, remove or otherwise remedy hazardous waste and

substances or asbestos-containing materials from the Premises unless the waste

and substances or asbestos-containing materials were brought to the Premises

because of Tenant's, its servants, agents, or employees' negligence or willful

misconduct.

11. TENANT'S ALTERATIONS.

(a) Tenant may make non-structural additions, improvements, or

alterations to the Premises, including the removal of existing improvements

which Tenant deems necessary or desirable. Structural changes may be made only

with Landlord's approval.

(b) All work done by Tenant shall be done in a good and workmanlike

manner, and if, because of any act or omission of Tenant, a mechanic's or other

lien or order for the payment of money shall be filed against the Premises or

lands of which the Premises is a part, Tenant shall, at Tenant's own cost and

expense, within thirty (30) days after notice of the filing thereof, cause the

same to be cancelled and discharged of record, or furnish Landlord with a surety

bond issued by a surety company, protecting Landlord from any loss because of

non-payment of such claim. In the event Tenant does post bond, Tenant shall be

entitled to contest any such lien claims by appropriate judicial proceedings.

12. TRADE FIXTURES.

(a) Tenant may install and remove at any time under this Lease or at

its termination any furniture, trade fixture, equipment, improvement or

appliance installed by Tenant. Any damage to the Premises resulting from the

removal of such items shall be promptly repaired by Tenant at its expense.

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(b) Tenant may place liens on any furniture, trade fixture,

equipment or appliance installed by Tenant. Landlord hereby agrees to waive any

right to place a lien on and to such items. Landlord agrees, if required by any

lending institution, to execute such additional lien waivers or other documents

to evidence its waiver of lien. Any liens permitted shall attach only against

the personal property of the Tenant and shall not attach to the real estate or

to any personal property of the Landlord.

broom-swept condition (excluding trade fixtures, personal property and equipment

owned by Tenant) to the Landlord, reasonable wear and tear and damage by fire,

casualty or the elements excepted.

13. FIRE OR CASUALTY.

(a) Unless the Lease is terminated as hereinafter provided, if the

Premises shall be damaged or destroyed in whole or in any part by fire, or other

casualty, Tenant shall at its own cost and expense promptly repair and restore

the Premises, including any leasehold additions or improvements, to the

condition immediately prior to such damage or destruction. Insurance proceeds

received by Tenant pursuant to the provisions of this Lease shall be applied to

the cost of repairs and restoration.

(b) If the damage or destruction shall occur (i) during the last

year of the original term of this Lease or at any time during any renewal term,

or (ii) at any time during the original term of this Lease and the cost of

repairs or restoration shall exceed fifty percent (50%) of the replacement value

of the Premises and improvements (exclusive of foundations and footings) in

their condition just prior to the occurrence of the damage or destruction,

Tenant may, no later than sixty (60) days following the damage, give Landlord

notice that it elects to terminate this Lease.

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above, (i) this Lease shall terminate on the date given in such notice with the

same effect as if it were the date herein specified for the expiration of the

Lease term; (ii) Tenant shall surrender possession of the Premises within a

reasonable time thereafter; (iii) any rent paid for any portion of the Lease

term beyond the date of damage or destruction shall be repaid to Tenant; and

(iv) Landlord shall be entitled to the insurance proceeds, set forth in

Paragraphs 7 and 13 of this Lease.

14. EMINENT DOMAIN.

(a) If the whole of the Premises shall be taken by eminent domain or

sold under threat of eminent domain, then this Lease shall terminate as of the

date title is taken or transferred.

(b) If any portion of the Premises or any portion of the buildings

on the Premises shall be taken, then Tenant shall have the right to terminate

this Lease within ninety (90) days of the taking by giving Landlord thirty (30)

days written notice of such termination. Rent shall be adjusted to the date of

the termination. If Tenant does not elect to terminate the Lease under such

circumstance then all prorated charges shall be equitably reapportioned.

Landlord shall within not more than one hundred twenty (120) days after such

taking, restore, at its sole cost and expense, the Premises, including the

building on the Premises, to a condition substantially equal to the condition

prior to such taking.

that the Tenant shall be entitled to claim from the condemning authority all

damages for loss of business, damage to or loss of its fixtures and equipment,

furniture and personal property, and the costs of removal, moving and

reinstallation of any of the same, as well as the value of any leasehold

improvements or Tenant's alterations to the Premises.

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15. LANDLORD INSPECTIONS, REPAIRS AND RE-RENTING.

(a) At all reasonable times, upon at least three (3) days prior

written notice, except in the case of an emergency, the Landlord shall have the

right to examine the Premises and to make the repairs required of the Landlord,

provided such examination and repairs shall not unreasonably interfere with

Tenant's business operations.

(b) Within thirty (30) days prior to the end of the Lease, the

Landlord may show the Premises to prospective tenants at all reasonable times

that the Premises are ordinarily open for business. Such exhibition of the

Premises shall not unreasonably interfere with Tenant's business operations.

16. HOLDING OVER. If the Tenant holds over after the termination of

this lease (including any renewal or option period), then the tenancy shall be

from month-to-month in the absence of any written agreement to the contrary. In

no event shall the holdover by Tenant be deemed an election to exercise any

option or to extend the Lease. Either party may terminate such month-to-month

tenancy upon thirty (30) days written notice to the other party. Rent during

such holdover period shall continue at the same rate as for the last month of

the Lease term.

17. WAIVER OF SUBROGATION. Landlord and Tenant hereby release each

other, their respective agents, servants or employees or anyone claiming by,

through or under them from any and all liability whatsoever caused by or

resulting from fire or other casualty for which insurance is carried by the

injured par

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