EX-10.6



 Exhibit 10.6 
 Old Republic Asset Management Investment Counsel Services Agreement 

Amendment to Section 2 and Section 5 
 2. Fee: 
 Inconsideration for so serving, “The Client” will pay
“ORAM” the following annual fee in quarterly installments based upon the market value of securities and cash equivalents under supervision as shown by quarterly inventory statements, less a working capital credit, if applicable, in
accordance with the following schedule: 
  

					
	 Net Portfolio Assets
	  	Management & Accounting	  	Management Only
		  	  
	  	  

	 Minimum Fee
	  	$2,000.00	  	$2,000.00
	 Up to $100,000,000.00
	  	5 basis points	  	3 basis points
	 Next $150,000,000.00
	  	3 basis points	  	2 basis points
	 Over $250,000,000.00
	  	2 basis points	  	1 basis points

 5. The Client has instructed or agreed with ORAM as to the following:  

 

	x	Investment accounting services to be included. 

  

	x	Proxies to be voted by ORAM. 

  

	 ̈	A working capital asset credit toward the calculation of fees in the amount of
            (None)            . 

 The effective date of this Amendment is January 1, 2006, and this Amendment shall be constructed according to the law of the State of Illinois. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on this 17th day of January, 2006. 

Old Republic Asset Management Corporation 

			
		
	By:	 	 
	 Charles S. Boone
  

Senior Vice President / Treasurer
 Chief
Investment Officer


  
 



 
 Its: Senior Vice President/Chief Financial Officer 







 INVESTMENT COUNSEL SERVICES 
 THIS AGREEMENT, is made by and between OLD REPUBLIC ASSET MANAGEMENT CORPORATION, 307 N. Michigan Ave., Chicago, IL (herein called “ORAM”) and OLD REPUBLIC MERCANTILE INSURANCE COMPANY (herein
called “THE CLIENT”) . 
 The effective date of this Agreement is October 1, 1995. 

1. Services to be Performed:  
 As investment counsel: (a) ORAM shall advise The Client regarding the proper investment policy, will help to execute the purchase and sale of investments, and shall monitor the value of the invested
assets of The Client. Further, ORAM shall prepare instructions for the sale or purchase of any security which The Client instructs ORAM to buy or sell. ORAM, while advising The Client, shall not have authority to deliver or acquire any security
except on the prior instruction of The Client. ORAM, while it shall prepare the securities for delivery and instruct brokers on the purchase of securities, shall not receive, deliver or hold in custody any securities of The Client. ORAM shall
prepare orders for purchases and instructions for delivery which shall be carried out by The Client. If so instructed by The Client, ORAM may direct the execution of orders for the purchase and sale of securities for the account of The Client.
However, The Client shall retain the custody of, responsibility for, and the control of all investments; (b) ORAM shall provide The Client, if so instructed in Section 5, with investment accounting services and will prepare The
Client’s investment statements for insurance regulatory purposes on a quarterly basis. 
  

	2.	Fee: 

 In consideration
for so serving, The Client will pay ORAM the following annual fee in quarterly installments based on the market value of securities and cash equivalents under supervision as shown by quarterly inventory statements, less a working capital credit, if
applicable, in accordance with the following schedule: 
  

									
	 Net
 Portfolio
	  	Investment
Management &
Accounting	 	  	Investment
Management
Only	 
	 Minimum Fee
	  	 	$2,000	  	  	 	$2,000	  
	 Up to $100,000,000
	  	 	8 basis points	  	  	 	6 basis points	  
	 Next $150,000,000
	  	 	7 basis points	  	  	 	5 basis points	  
	 Over $250,000,000
	  	 	6 basis points	  	  	 	4 basis points	  

  

	3.	Duration of Agreement:  


This Agreement shall continue in force until terminated at the end of any quarterly investment period, upon 30 days’ notice by either
party. 
 This Agreement shall be subject to the re-negotiation of its provisions every three (3) years at the request of
either party. If the re-negotiation of the terms of this Agreement is not satisfactory to The Client, The Client may terminate this Agreement upon 30 day’s notice. If no request for renegotiation is made, then this Agreement will automatically
renew for another three (3) year term. 








	4.	Other Matters:  

 ORAM
agrees not to vote proxies for any security held on behalf The Client, unless so instructed in Section 5. All proxies and proxy material shall be forwarded to The Client for appropriate action by The Client. 

All information furnished by either of the parties to the other shall at all times be treated in strictest confidence. 

This contract is not assignable. It shall be binding upon any successors of ORAM or The Client. ORAM agrees to notify The Client of any
changes in its ownership or management within a reasonable time. 
  

	5.	The Client has instructed or agreed with ORAM as to the following:  


 

	 	x	Investment accounting services to be included. 

  

	 	x	Proxies to be voted by ORAM. 

  

	 	 ̈	A working capital asset credit toward the calculation of fees in the amount of o 


 

	6.	Previous Agreements and Amendments:  

 This Agreement supersedes all previous agreements, whether oral or written, between The Client and ORAM relating to the subject matter of this Agreement, and may be amended or modified only in writing
signed by both parties. 
  

	7.	Law Governing: 

 This
Agreement shall be constructed according to the law of the State of Illinois. 
 IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed on this             day of             . ,1995. 

 

			
	OLD REPUBLIC ASSET MANAGEMENT CORPORATION
		
	By:	 	 
		 	         Charles S. Boone
         Vice President-Investment



  

			
	OLD REPUBLIC MERCANTILE INSURANCE COMPANY
		
	By:	 	 
		 	        Senior Vice President