EXHIBIT 10.30


 


SPECIALTY PROGRAM BUSINESS POOL MANAGEMENT AGREEMENT


 


This Specialty 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 Specialty 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 Specialty 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 Specialty 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 Specialty Program Business Pooling
Agreement.


 


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


 


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


 


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


 


“Participating
Companies” shall mean TICNY and CPIC.


 


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


 


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


 


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


 


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


 


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


 


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


 


 “Specialty Program Business Pool” shall have
the same meaning that it has in the Specialty 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 Specialty Program Business Pool.


 


C.            If this Pool Management Agreement is terminated pursuant
to this Article II, 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 Specialty 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 Specialty 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 the
Pooling Agreement;


 


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


 


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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.


 


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


 


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


 


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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 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.


 


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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.


 


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 


 


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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.


 


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.


 


 


IN
WITNESS WHEREOF, the Participating Companies have
caused this Pool Management Agreement to be executed as of the day and year
first above written, 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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