Form of Stock Escrow Agreement

STOCK ESCROW AGREEMENT


STOCK ESCROW AGREEMENT, dated as of January ___, 2006 ("Agreement"), by and among North American Insurance Leaders, Inc., a Delaware corporation ("Company"), the Katherine Alice Levine Trust, the Sarah F. Levine Trust, the William R. Levine Trust, the David A. Levine Trust, William R. de Jonge, the Henrietta Clare de Jonge Trust, Paula S. Butler, Margaux Smith Butler, Nina Simmons Butler, Mark Johnston Butler, the Pickering/Lauricella Revocable Trust, the Nicolas P. Lauricella 2005 Irrevocable Trust, the Natalia P. Lauricella 2005 Irrevocable Trust, the Michael P. Lauricella 2005 Irrevocable Trust, E. Miles Prentice, III and Laurence N. Strenger, a Corporation (collectively "Initial Stockholders") and JPMorgan Chase Bank, NA, a national banking association ("Escrow Agent").


WHEREAS, the Company has entered into an Underwriting Agreement, dated ________, 2006 (the "Underwriting Agreement"), with CRT Capital Group, LLC (the "Underwriter"), pursuant to which, among other matters, the Underwriter has agreed to purchase 15,625,000 units ("Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share, and one Warrant, each Warrant to purchase one share of Common Stock, all as more fully described in the Company's final Prospectus, dated January ___, 2006 ("Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-127871) under the Securities Act of 1933, as amended ("Registration Statement"), declared effective on January ___, 2006 ("Effective Date").


WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively "Escrow Shares"), in escrow as hereinafter provided.


WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


IT IS AGREED:


1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


3. Company Call Right. In the event that the Underwriter does not exercise all or a portion of its over-allotment option, as more fully described in the Prospectus, the Company will


have a right to purchase up to 585,938 Escrow Shares (the "Call Right"), such Escrow Shares to be released from escrow to the Company upon exercise of the Call Right.


4. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares, except any Escrow Shares released to the Company pursuant to paragraph 3 hereof until the third anniversary of the Effective Date ("Escrow Period"), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder's Escrow Shares to such Initial Stockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholder of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


5. Rights of Initial Stockholders in Escrow Shares.


5.1. Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.


5.2. Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property ("Non-Cash Dividends") shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term "Escrow Shares" shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


5.3. Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares, excluding any Escrow Shares released to the Company pursuant to paragraph 3 hereof, except (i) by gift to a member of Initial Stockholder's immediate family or to a trust, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder's immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Shares. During the Escrow Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Shares or grant a security interest in their rights under this Agreement.


5.4. Insider Letters. Each of the Initial Stockholders has executed a letter agreement with the Company, dated as indicated on Exhibit A hereto, in the form filed as an exhibit to the Registration Statement ("Insider Letter"), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company.


6. Concerning the Escrow Agent.


6.1. Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen ...