exv10w19



 




AMENDMENT TO ADMINISTRATIVE SERVICES AND COST ALLOCATION AGREEMENT


WHEREAS, Old Lyme Insurance Company of Rhode Island, Inc. (“Old Lyme”) and Kaye Group Inc. (“Kaye
Group”) entered into an Administrative Services And Cost Allocation Agreement (“Agreement”), dated
January 1, 2002; and



WHEREAS, in 2004, Kaye Group changed its name to Hub International Group Northeast Inc. (“Hub Group
NE”); and



WHEREAS, in consideration of the mutual agreements herein contained and for other good and valuable
consideration, receipt of which is hereby acknowledged by the parties to this Amendment, it is
hereby understood and agreed that the following amendments are made to the Agreement.



1.     Defined Terms.     Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.



2.     Name Change.     All references to “Kaye Group” are hereby changed to “Hub Group
NE.”



3.     ARTICLE II — shall be deleted and replaced with the following:




ARTICLE II — COMPENSATION



The fee for the Services rendered by Hub Group NE to Old Lyme from April 1, 2004 through December
31, 2004, will be 5.2% of Earned Premium for each calendar quarter of the period. Earned Premium is
defined as gross earned premium net of return premium, less ceded reinsurance premiums earned by
Old Lyme on all direct and assumed business placed by PBC during the Accident Years subject to the
Underwriting Agreement. The fee shall be paid within 30 days after the end of each calendar
quarter. In calculating Earned Premium, no effect shall be given to the loss portfolio transfer and
reinsurance arrangements between Old Lyme and nSpire Re.



The fee for the Services rendered by Hub Group NE to Old Lyme from January 1, 2005 through
December 31, 2005, shall be $600,000. The fee shall be paid within 15 days after the end of each
month in which the services are rendered.



The fee for Services rendered in future years shall be negotiated on an annual basis, and shall be
reflected in further amendments to this Agreement.



4.     ARTICLE III.
A. — shall be deleted and replaced with the following:



A.     Any Amendment to the Administrative Services and Cost Allocation Agreement that purported to
terminate this Agreement effective December 31, 2004, is null and void.


 


 


Hub Group NE — Old Lyme

Administrative Services and Cost Allocation Agreement


 









 






5.     Counterparts.     This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in triplicate by their
respective officers duly authorized to do so, as of the date and year first above written.




	 	 	 
	OLD LYME INSURANCE COMPANY

OF RHODE ISLAND, INC.

	 	HUB INTERNATIONAL GROUP
NORTHEAST INC., TOGETHER WITH
CERTAIN OF ITS WHOLLY OWNED
SUBSIDIARIES






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:  	
/s/ John M. Parker
 	 	 	By:  	
/s/ Michael Sabanos	 
	 	Name:  	John M. Parker 	 	 	 	Name:  	Michael Sabanos	 
	 	Title:	General Counsel	 	 	 	Title:	Executive Vice President and Chief
Financial Officer	 
	 



 


 


2


Kaye Group — Old Lyme

Administrative Services and Cost Allocation Agreement