Exhibit 10.13


 


AMENDED
AND RESTATED

SERVICE AGREEMENT


 


This
Amended and Restated Service Agreement (this “Agreement”), entered into as of
January 1, 2003 by and between ACE Guaranty Corp. (formerly “ACE Guaranty Re
Inc.”), a Maryland domiciled insurance company, (“AGC”) and ACE American
Insurance Company, a Pennsylvania domiciled insurance company, (“ACE American”)
acting through its Financial Solution’s division (the “Division”), amends and
restates the prior Service Agreement between the parties dated as of July 1,
2001.


 


WHEREAS,
AGC maintains a staff of professional insurance executives and administrative
and clerical personnel who are experienced in the management of insurance
operations; and


 


WHEREAS,
AGC is able to provide administrative, tax, accounting, human resources, data
processing, data systems, payroll services and legal services to the Division;
and


 


WHEREAS,
the Division requires certain support services in order to conduct business on
behalf of ACE American, and AGC desires to provide services,


 


NOW,
THEREFORE, in consideration of the mutual benefits to be derived, the parties
hereto hereby agree as follows:


 


1.                                       AGC will make available such services,
including administrative, tax, accounting, human resources, data processing,
data systems, payroll services and legal services to the Division as are needed
and requested by ACE American.


 


2.                                       AGC’s staff members who provide services to
the Division will remain, for all purposes, the employees of AGC and will be
instructed to provide the services to the Division with the same degree of care
and diligence as they would exercise in the performance of the same or similar
services to AGC.


 


3.                                       AGC shall compensate its staff members who
provide such services to the Division on the same basis as they are customarily
compensated for the performance of their regular duties to AGC.  ACE American shall not make any direct
payment of any kind to, or compensate in any manner, the staff members of AGC
whose services are provided to it.


 


4.                                       ACE American shall remain the sole owner of
all records, documents and other work product developed, utilized or maintained
for the Division by AGC’s staff.


 


5.                                       Each party hereto shall have the right to
conduct up to four audits per year of such books, records and accounts of the
other party as are reasonably necessary to confirm compliance by such other
party with the terms hereof upon giving reasonable notice of its intent to
conduct such an audit.  In the event of
such audit, the party being audited shall give to the party requesting the
audit reasonable cooperation and access to all books, records and accounts
necessary to the audit.


 


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6.                                       In consideration of the services provided by
AGC to the Division, ACE American shall pay to AGC, monthly in arrears, a
service fee of twenty-seven thousand eighty-three dollars ($27,083).


 


7.                                       ACE American shall reimburse AGC on a cost
basis for expenses related to any outside vendors who provide legal, management
information systems, accounting, tax or financial planning services on behalf
of the Division. AGC shall provide ACE American with a written accounting of
amounts due pursuant to paragraph 6 hereof within ten days following the end of
each month.  ACE American shall pay all
amounts due to AGC within fifteen days after receipt of such accounting.


 


8.                                       Should an irreconcilable difference of
opinion between the parties arise as to the interpretation of any matter
respecting this Agreement, such difference shall be submitted to arbitration as
the sole remedy available to the parties. 
Such arbitration shall be conducted in the accordance with the rules of
the American Arbitration Association, and the arbitration shall take place in
New York City.


 


9.                                       This Agreement shall be effective as of January
1, 2003 and shall terminate sixty (60) days following written notice given by
any party to the other parties of its intent to terminate this Agreement.  The parties to this Agreement shall
re-evaluate this Agreement and the fee for services annually prior to November
1 and shall amend the Agreement by written consent as necessary.


 


10.                                 This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York.


 


11.                                 This Agreement 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.


 


12.                                 This Agreement shall be binding upon all
successors, assignees and transferees of the parties to this Agreement;
provided, however, that neither this Agreement nor any rights or obligations
under this Agreement may be assigned or transferred by any party without the
prior written consent of the other parties.


 


13.                                 This Agreement constitutes and sets forth the
entire agreement and understanding of the parties pertaining to the subject
matter hereof. All amendments or modifications hereto shall be in writing and
signed by all of the parties.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	
  ACE GUARANTY CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Geraldine Alfino Egler

  	
   

  
	
   

  	
  Name:

  	
  Geraldine
  Alfino Egler

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  General Counsel

  
	
   

  
	
  ACE AMERICAN INSURANCE
  COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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