EXHIBIT 10.29


 


TRADITIONAL PROGRAM BUSINESS POOL MANAGEMENT AGREEMENT


 


This Traditional Program Business Pool Management Agreement (“Pool
Management Agreement”) by and between Tower Insurance Company of New York (“TICNY”),
an insurance company domiciled in New York, and CastlePoint Insurance Company (“CPIC”),
an insurance company domiciled in New York, is made effective as of 12:01 a.m.,
January 1, 2007,  (the “Effective Date”).


 


WHEREAS, TICNY and CPIC are each authorized to transact, and do transact, a multiple
line property and casualty insurance business; and


 


WHEREAS, TICNY and CPIC desire to pool their respective Traditional Program
Business  (defined below) in order to
make more efficient use of available surplus and achieve other operating
efficiencies; and


 


WHEREAS,
TICNY and CPIC have entered into the Traditional Program Business Pooling
Agreement to which this Pool Management Agreement is attached; and


 


WHEREAS, the pool participants desire CPIC to be the manager of such pool, in
view of its expertise in Traditional Program Business;


 


NOW, THEREFORE, for mutual considerations, the sufficiency
and receipt of which are hereby acknowledged, TICNY and CPIC agree as follows:


 


ARTICLE
I            Definitions


 


The following terms, whenever used herein, shall have the following
meanings:


 


“Existing Reinsurance” shall
have the same meaning that it has in the Traditional Program Business Pooling
Agreement.


 


“Net Loss Ratio” shall have
the same meaning it has in the Traditional Program Business Pooling Agreement.


 


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“Net Premium Earned” shall
have the same meaning it has in the Traditional Program Business Pooling
Agreement.


 


“Net Written Premium” shall
have the same meaning it has in the Traditional Program Business Pooling
Agreement.


 


“Participating
Companies” shall mean TICNY and CPIC.


 


“Policies” shall have the
same meaning it has in the Traditional Program Business Pooling Agreement.


 


“Pool Reinsurance” shall
have the same meaning it has in the Traditional Program Business Pooling
Agreement.


 


“Pooling Percentages” shall
be those percentages set forth on Schedule 1 attached to the Traditional
Program Business Pooling Agreement, as amended from time to time.


 


“Program
Business” shall have the same meaning that it has in the Traditional Program
Business Pooling Agreement.


 


“Program
Underwriting Agent” shall have the same meaning that it has in the Traditional
Program Business Pooling Agreement.


 


“Traditional
Program Business” shall have the same meaning that it has in the Traditional
Program Business Pooling Agreement.


 


 “Traditional Program Business Pool” shall have
the same meaning that it has in the Traditional Program Business Pooling
Agreement.


 


ARTICLE II                          Term


 


A.            This Pool Management Agreement will
become effective on the Effective Date. Any Participating Company may terminate
its respective participation in this Pool Management Agreement as of the date forty-eight
(48) months after the Effective Date and thereafter as of the close of a
calendar


 


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quarter by giving at least
six (6) months prior written notice to the other party by certified or
registered mail.


 


B.            Notwithstanding paragraph A above, this Pool Management
Agreement may be terminated immediately with respect to new or renewal business
(a) at any time by mutual consent in writing by each of the Participating
Companies or (b) as of the close of a calendar quarter, upon not less than
sixty (60) days, prior written notice by a Participating Company to the other Participating
Companies of such Participating Company’s exercise of its right to terminate
its participation in the Traditional Program Business Pool.


 


C.            If this Pool Management Agreement is terminated pursuant
to this Article IV, all rights and obligations of the Participating Companies under
this Pool Management Agreement prior to such termination shall continue to be
governed by the terms of this Pool Management Agreement.


 


ARTICLE
III         Pool Management


 


CPIC
shall be the manager of the Traditional Program Business Pool and provide
management services which shall include, but not be limited to, the following:


 


1.                                       Marketing, underwriting and issuance of
Policies;


 


2.             Determining premium rates and other
underwriting terms and conditions with respect to the issuance of Policies;


 


3.             Establishing commissions and fees
to be paid to producers and/or brokers in connection with the underwriting of
Policies;


 


4.             Establishing commissions and fees
to be paid to service providers by or for the account of the Traditional
Program Business Pool;


 


5.             Collecting premiums and other
amounts due under Policies;


 


6.             Adjusting settling, defending and
paying claims under Policies;


 


7.             Perform all administrative and
policyholder services in connection with the issuance of Policies;


 


8.             Purchasing, managing and
administering Existing Reinsurance and Pool Reinsurance as set forth in Article
II of the Pooling Agreement;


 


9.             Underwriting audit and control,
product development and state filings;


 


10.           Loss prevention/premium audit;


 


11.           Information technology;


 


12.           Accounting and cash management;


 


13.           Human resources and other
administrative functions; and


 


14.           Remitting and reporting as set forth
in Article IX of the Pooling Agreement


 


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All expenses incurred in
connection with the foregoing services shall be shared between the Participating
Companies based upon their respective Pooling Percentages.


 


ARTICLE
IV                         Amendments 


 


This
Pool Management Agreement may be amended only if in writing and signed by each
Participating Company.


 


ARTICLE V                          Arbitration


 


A.            As a condition precedent to any right of action
hereunder, in the event of any dispute or difference of opinion hereafter
arising with respect to this Pool Management Agreement, it is hereby mutually
agreed that such dispute or difference of opinion shall be submitted to
arbitration. One Arbiter shall be chosen by each Participating Company that is
a party to such dispute and an Umpire shall be chosen by the Arbiters before
they enter upon arbitration, all of whom shall be active or retired
disinterested executive officers of insurance or reinsurance companies or
Underwriters at Lloyd’s of London. In the event that a Participating Company
should fail to choose an Arbiter within thirty (30) days following a written
request by another Participating Company to do so, the requesting Participating
Company’s Arbiter shall choose a second arbiter before entering upon
arbitration. If the two arbitrators are unable to agree upon the third
arbitrator within thirty (30) days of their appointment, the third arbitrator
shall be selected from a list of six individuals (three named by each
arbitrator) by a judge of the United States District Court having jurisdiction
over the geographical area in which the arbitration is to take place, or if
that court declines to act, the state court having general jurisdiction in such
area.


 


B.            Participating Companies party to the dispute shall
present their case to the Arbiters within thirty (30) days following the date
of appointment of the Umpire. The Arbiters shall consider this Pool Management
Agreement as an honorable engagement rather than merely as a legal obligation
and they are relieved of all judicial formalities and may abstain from
following the strict rules of law. The decision of the Arbiters shall be final
and binding on all Participating Companies; but failing to agree, they shall
call


 


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in the Umpire and the
decision of the majority shall be final and binding upon all parties. Judgment
upon the final decision of the Arbiters may be entered in any court of
competent jurisdiction.


 


C.            Each Participating Company that is a party to the dispute
shall bear the expense of its own Arbiter, and shall jointly and equally bear
with the other the expense of the Umpire and of the arbitration. In the event
that the two Arbiters are chosen by the requesting Participating Company, as
above provided, the expense of the Arbiters, the Umpire and the arbitration
shall be equally divided between the Participating Companies that are parties
to the arbitration.


 


ARTICLE
VI         Miscellaneous Provisions


 


A.            Headings used herein are not a part of this Pool
Management Agreement and shall not affect the terms hereof.


 


B.            All notices, requests, demands and other communications
under this Pool Management Agreement must be in writing and will be deemed to
have been duly given or made as follows: 
(a) if sent by registered or certified mail in the United States return
receipt requested, upon receipt; (b) if sent by reputable overnight air
courier, two business days after mailing; (c) if sent by facsimile
transmission, with a copy mailed on the same day in the manner provided in (a)
or (b) above, when transmitted and receipt is confirmed by telephone; or (d) if
otherwise actually personally delivered, when delivered.


 


C.            This Pool Management Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
permitted assigns and legal representatives. Neither this Pool Management
Agreement, nor any right or obligation hereunder, may be assigned by any party
without the prior written consent of the other party hereto.


 


D.            This Pool Management Agreement may be executed by the
parties hereto in any number of counterparts, and by each of the parties hereto
in separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


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E.             This Pool Management Agreement will be construed,
performed and enforced in accordance with the laws of the State of New York
without giving effect to its principles or rules of conflict of laws thereof to
the extent such principles or rules would require or permit the application of
the laws of another jurisdiction.


 


F.             This Pool Management Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
statements, representations and warranties, negotiations and discussions,
whether oral or written, of the parties and there are no general or specific
warranties, representations or other agreements by or among the parties in
connection with the entering into of this Pool Management Agreement or the
subject matter hereof except as specifically set forth or contemplated herein.
If any provision of this Pool Management Agreement is held to be void or
unenforceable, in whole or in part, (i) such holding shall not affect the
validity and enforceability of the remainder of this Pool Management Agreement,
including any other provision, paragraph or subparagraph, and (ii) the
parties agree to attempt in good faith to reform such void or unenforceable
provision to the extent necessary to render such provision enforceable and to
carry out its original intent.


 


G.            No consent or waiver, express or implied, by any party to
or of any breach or default by any other party in the performance by such other
party of its obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance of
obligations hereunder by such other party hereunder. Failure on the part of any
party to complain of any act or failure to act of any other party or to declare
any other party in default, irrespective of how long such failure continues,
shall not constitute a waiver by such first party of any of its rights
hereunder. The rights and remedies provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
equity.


 


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H.            Except as expressly provided for in the insolvency provisions
above, nothing in this Pool Management Agreement will confer any rights upon
any person that is not a party or a successor or permitted assignee of a party
to this Pool Management Agreement.


 


I.              Wherever the words “include,” “includes” or “including”
are used in this Pool Management Agreement, they shall be deemed to be followed
by the words “without limitation.”


 


J.             This Article VI shall survive the termination of this Pool
Management Agreement.


 


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                IN WITNESS WHEREOF,
the Participating Companies have caused this Pool Management Agreement to be
executed by their authorized officers, subject to the satisfaction of New York
Insurance Law § 1505, including any conditions such regulators may impose on
the terms of this Agreement subsequent to the date hereof.


 


 


TOWER INSURANCE COMPANY OF NEW YORK


	
   

  
	
   

  
	
  By: 

  	
  /s/ Francis M. Colalucci

  	
   

  
	
   

  
	
  Name: Francis M. Colalucci

  
	
   

  
	
  Title: Senior Vice President and Chief Financial Officer

  



 


 


	
  CASTLEPOINT INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Joel S. Weiner

  	
   

  
	
   

  
	
  Name: Joel S. Weiner

  
	
   

  
	
  Title: Senior
  Vice President and Chief Financial Officer

  



 


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