National Atlantic Holdings Corp ▼

AGENCY AGREEMENT

     This Agreement is effective as of                                       , 2003, between                                        (the �Agent�), having an address at                                                      . . .

AGENCY AGREEMENT

This Agreement is effective         /        /          , between                                                                          . . .

<DESCRIPTION>FORM OF EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                     NATIONAL ATLANTIC HOLDINGS CORPORATION

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this ____ day of
October, 2004 by and between National Atlantic Holdings Corporation, a New
Jersey corporation (the "Company"), and [NAME] (the "Executive").

            WHEREAS, the parties hereto wish to enter  . . .

<DESCRIPTION>FORM OF EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>


                          PROFORMANCE INSURANCE COMPANY

                              EMPLOYMENT AGREEMENT


            THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this ____ day of
October, 2004 by and between Proformance Insurance Company, a New Jersey
corporation (the "Company"), and Peter A. Cappello, Jr. (the "Executive").

            WHEREAS, the parties hereto wish  . . .

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement (the "Agreement") dated as of [______],
2004, by and between National Atlantic Holdings Corp., a New Jersey corporation
(the "Company"), and [______], an [officer] [director] of the Company (the
"Indemnitee"):

                                   WITNESSETH:

        WHEREAS, the Indemnitee is presently serving as an [officer] [director]
of the Company, and the Company desires the Indemnitee to continue in such
capacity;

        WHEREAS, the Indemnitee is willing,  . . .

NON-COMPETITION AGREEMENT

     THIS NON-COMPETITION AGREEMENT (this �Agreement�), made as of the 18th day of December 2001, by and among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (�OCNJ�), The Ohio Casualty Insurance Company, an Ohio domestic property and casualty insurance company (�OCIC�), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (�PIC�), and National Atlantic Holdings Corp., a New Jersey corporation (�NAHC�):

W I T N E S S E T H:

     . . .

REPLACEMENT CARRIER AGREEMENT

Among

OHIO CASUALTY OF NEW JERSEY, INC.

And

PROFORMANCE INSURANCE COMPANY
NATIONAL ATLANTIC HOLDINGS CORP.

Dated: December 18, 2001

REPLACEMENT CARRIER AGREEMENT

This Replacement Carrier Agreement (�Agreement�) is entered into this the 8th day of December, 2003, by Metropolitan Property and Casualty Insurance Company (�Met P&C�), a Rhode Island domestic property and casualty insurance company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 and Proformance Insurance Company (�Proformance�), a New Jersey domestic property and casualty insurance company with offices at 4 Paragon Way, Freehold, New Jersey 07728, and Proformance�s parent, National Atlantic Holdings Corp. (�NAHC�), a New Jersey insurance  . . .

REPLACEMENT CARRIER AGREEMENT

     This Replacement Carrier Agreement (�Agreement�) is entered into this 14th day of March, 2003, by Sentry Insurance a Mutual Company, a Wisconsin property and casualty insurance company (�Sentry�) and Proformance Insurance Company, a New Jersey property and casualty insurance company (�PIC�);

WITNESSETH

     WHEREAS, the parties desire to enter into a replacement carrier agreement pursuant to which Sentry will transfer to PIC the obligations of Sentry to offer renewals for all of Sentry�s NJ Personal  . . .

SHARE REPURCHASE AGREEMENT

     This is an Agreement, made October 25, 1994, between James V. Gorman, residing at 81 Prescott Place, Freehold, New Jersey, 07728 (the �Shareholder�) and National Atlantic Holdings Corp., (the �Corporation�), a New Jersey corporation located at 225 Madison Avenue, Morristown, New Jersey 07963-1917.

STATEMENTS OF FACT:

     A. The authorized capital of the Corporation is 100,000 shares of common stock.

     B. The Shareholder has purchased 36,000 shares of the issued  . . .

SHARE REPURCHASE AGREEMENT

          This is an Agreement, made December 8, 2003, between Metropolitan Property and Casualty Insurance Company, a Rhode Island stock company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 (the �Shareholder�) and National Atlantic Holdings Corp., (the �Corporation�), a New Jersey corporation located at 4 Paragon Way, Freehold, New Jersey 07728.

STATEMENTS OF FACT:

          A. The authorized capital of the Corporation is 100,000 shares  . . .

                     National Atlantic Holdings Corporation

                               6,650,000 Shares (a)
                                  Common Stock
                            (No Par Value Per Share)

                             Underwriting Agreement

                                                    New York, New York
                                                    April 20, 2005

Citigroup Global Markets Inc.
Dowling & Partners Securities, LLC
Fox-Pitt, Kelton Inc.
Sandler O'Neill & Partners, L.P.
Cochran, Caronia Securities LLC
As  . . .

                     National Atlantic Holdings Corporation


                               6,650,000 Shares(a)
                                  Common Stock
                            (No Par Value Per Share)

                             Underwriting Agreement

                                                              New York, New York
                                                                __________, 2005


Citigroup Global Markets Inc.
Cochran, Caronia Securities LLC
Dowling & Partners Securities, LLC
Fox-Pitt, Kelton Inc.
Sandler O'Neill & Partners,  . . .