The Board of Directors of Meadowbrook Insurance Group, Inc. (the “Company”), by Resolution dated August 6, 2002, established the Compensation Committee (“Committee”). 







The Compensation Committee Charter was adopted by the Board of Directors on November 5, 2002.  The Committee’s purpose is to assure the Company’s executives and other key employees are fairly compensated in relation to their duties, responsibilities and performance.




Duties and Responsibilities



a.         Chairman and CEO Evaluation



            The Committee will:




¨     Review and approve appropriate goals and objectives for the next year;


¨     Evaluate the performance of the Chairman and CEO in meeting those goals and objectives; and


¨     Approve the compensation of the Chairman and CEO.




b.         Executive Compensation



The Committee will:




¨     Periodically review the Company’s philosophy regarding executive compensation and provide counsel to the Chairman and the CEO relative to different compensation approaches.




¨     Review and approve the compensation (base salary, bonus, stock options, stock awards or other incentives) of the Chairman and the CEO.




¨     Review and approve Stock Option Awards for all other employees.




¨     Make recommendations to the Board regarding the adoption, amendment or rescission of incentive compensation plans and stock-related plans (including specific provisions) in which the Chairman, CEO and other senior executives and key employees may be participants, including:




¨     Approving option guidelines and quantity size of overall grants


¨     Making specific grants to associates.


¨     Determining rules and regulations relating to the Plan.


¨     Modifying or canceling existing grants.


¨     Designating employees eligible to participate in the long-term incentive plans.


¨     Imposing limitations, restrictions and conditions upon any award as the Committee deems appropriate.




¨     Assure that total compensation paid to the Company’s principal officers and other key employees is fair and reasonable.




¨     Review and approve recommendations made by the Chairman and CEO for the compensation of the Company’s principal executives and other key employees.




¨     Make recommendations to the Board relating to the nature, form and amount of compensation paid to directors.




¨     The Committee shall have authority to retain consultants of its selection to advise it with respect to the Company’s compensation and benefits programs.




¨     Issue an annual report on executive compensation in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s Annual Proxy Statement;




¨     Perform such other duties as shall from time to time be delegated to it by the Board of Directors.







¨     The Committee will have a Chairman and a minimum of two (2) other directors all of whom shall be independent directors.




¨     The Board will appoint the Committee members and a Chairman.




¨     The Board of Directors will approve all appointments to the Committee.




¨     The Board may remove a Committee member from the membership of the Committee at any time with or without cause.







¨     A majority of the Committee members will be a quorum for the transaction of business.




¨     The action of the majority of those present at a meeting when a quorum is present will be the actions of the Committee.




¨     The Committee will meet at least two (2) times per year and at such other times as may be requested by its Chairman.




¨     The Committee Chairman will from time to time report to the Board of Directors on Committee actions.




¨     The Secretary of the Company will keep Minutes of all Committee meetings.




¨     A preliminary agenda will be prepared by either the Secretary or the Chairman of the Board.  The Chairman of the Committee will make the final decision regarding the agenda.




¨     The agenda and all materials to be reviewed at the meeting shall be received by the Committee members as far in advance of the meeting date as practicable.