X0303 4 2008-07-31 1 0001273397 PROCENTURY CORP PROS 0001068614 FEIGHAN EDWARD F 465 CLEVELAND AVENUE WESTERVILLE OH 43082 1 1 0 0 COB, President and CEO Common Shares 2008-07-31 4 F 0 1084 16.82 D 201309 D Common Shares 2008-07-31 4 D 0 201309 D 0 D Stock Option 10.50 2008-07-31 4 D 0 49800 9.50 D 2005-04-20 2014-04-20 Common Shares 49800 0 D These common shares were delivered to issuer to pay for the applicable withholding tax due upon vesting of certain restricted shares in connection with the merger. Disposed of pursuant to the Agreement and Plan of Merger, dated February 20, 2008, among issuer, Meadowbrook Insurance Group, Inc. and MBKPC Corp., as amended (the "Merger Agreement"), in exchange for the right to receive $20.00 in cash or 2.5000 shares of Meadowbrook common stock, as elected by reporting person, subject to proration as described in the Merger Agreement. These options to purchase common shares were canceled at the effective time of the merger in exchange for the right to receive a cash payment equal to the product of (x) the number of common shares subject to the option immediately prior to the effective time and (y) the excess of $20.00 over the exercise price per share of the option (less any applicable withholding taxes required to be withheld with respect to the payment). Suzanne K. Hanselman by Power of Attorney 2008-08-04