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EXECUTION VERSION
 EXHIBIT 10.1
 STOCK PURCHASE AGREEMENT
 DATED AS OF MAY 11, 2007
 BY AND AMONG
 HINTON G. DAVIS,
HGD INVESTMENT LIMITED PARTNERSHIP,
FIRST VENTURE HOLDINGS, LLC,
MARY TERESA DAVIS TANNER,
HINTON G. DAVIS III, TRUST B,
HINTON G. DAVIS III, GRANTOR TRUST,
SUSAN CHERI DAVIS MCMILLAN,
 CAPITAL CITY ACQUISITION CORP.,
 AND
 NORTH POINTE HOLDINGS CORPORATION
 RELATING TO THE PURCHASE AND SALE
 OF
 100% OF THE CAPITAL STOCK
  
 Capital Cities Stock Purchase Agreement




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TABLE OF CONTENTS
 ARTICLE I. DEFINITIONS
    
    
    2Section 1.1 Definitions.
    
    
    2Section 1.2 Other Definitional and Interpretative Provisions.
    
    
    10ARTICLE II. PURCHASE AND SALE
    
    
    10Section 2.1 Purchase and Sale.
    
    
    10Section 2.2 Closing.
    
    
    11Section 2.3 Deliveries at Closing.
    
    
    11ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS
    
    
    13Section 3.1 Organization and Qualification.
    
    
    13Section 3.2 Capitalization.
    
    
    14Section 3.3 Authorization.
    
    
    15Section 3.4 Consents and Approvals; No Violations; Voting Trusts.
    
    
    15Section 3.5 Financial Statements.
    
    
    16Section 3.6 Absence of Certain Changes.
    
    
    18Section 3.7 Undisclosed Liabilities.
    
    
    19Section 3.8 Litigation.
    
    
    19Section 3.9 Compliance with Laws; Permits.
    
    
    20Section 3.10 Insurance Issued by the Group Companies and their Subsidiaries.
    
    
    21Section 3.11 Employee Benefit Plans.
    
    
    23Section 3.12 Employee Matters.
    
    
    23Section 3.13 Taxes.
    
    
    24Section 3.14 Certain Contracts.
    
    
    27Section 3.15 Intellectual Property.
    
    
    29Section 3.16 Properties and Assets.
    
    
    30
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Section 3.17 Environmental Matters.
    
    
    33Section 3.18 Transactions with Related Parties.
    
    
    33Section 3.19 Finders or Advisors Fees.
    
    
    33Section 3.20 Insurance.
    
    
    33Section 3.21 Reinsurance.
    
    
    34Section 3.22 Capital or Surplus Maintenance.
    
    
    34Section 3.23 Renewal Rights.
    
    
    34Section 3.24 Guaranties.
    
    
    34Section 3.25 Bank Accounts.
    
    
    35Section 3.26 HIPAA and GLB Act Privacy.
    
    
    35Section 3.27 Investment Assets.
    
    
    35ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    35Section 4.1 Organization and Qualification.
    
    
    36Section 4.2 Corporate Authorization; Enforceability.
    
    
    36Section 4.3 Consents and Approvals; No Violations.
    
    
    36Section 4.4 Finders or Advisors Fees.
    
    
    36Section 4.5 Capital Resources.
    
    
    36Section 4.6 Purchase for Investment.
    
    
    37Section 4.7 Certain Litigation.
    
    
    37ARTICLE V. COVENANTS
    
    
    37Section 5.1 Conduct of the Group Companies.
    
    
    37Section 5.2 Access to Information; Confidentiality.
    
    
    41Section 5.3 No Solicitation; Unsolicited Proposals.
    
    
    41Section 5.4 Public Announcements.
    
    
    42Section 5.5 Further Assurances.
    
    
    42Section 5.6 Notification of Certain Matters.
    
    
    43
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Section 5.7 Material Contracts.
    
    
    44Section 5.8 Intercompany Accounts and Contracts.
    
    
    44Section 5.9 Releases of Personal Guaranties.
    
    
    44ARTICLE VI. CONDITIONS TO CLOSING
    
    
    44Section 6.1 Conditions to the Obligations of Sellers.
    
    
    44Section 6.2 Conditions to the Obligations of Buyer.
    
    
    45ARTICLE VII. TERMINATION AND EXPENSES
    
    
    46Section 7.1 Termination.
    
    
    46Section 7.2 Effect of Termination.
    
    
    47Section 7.3 Fees and Expenses.
    
    
    47ARTICLE VIII. SURVIVAL; INDEMNIFICATION
    
    
    48Section 8.1 Survival.
    
    
    48Section 8.2 Indemnification.
    
    
    48Section 8.3 Limitation on the Amount of Sellers Liability.
    
    
    49Section 8.4 Procedures.
    
    
    50Section 8.5 Mitigation.
    
    
    52Section 8.6 Calculation of Losses.
    
    
    52Section 8.7 Exclusive Remedy.
    
    
    53Section 8.8 No Double Recovery.
    
    
    53Section 8.9 No Implications.
    
    
    53ARTICLE IX. TAX MATTERS
    
    
    53Section 9.1 Preparation of Certain Tax Returns for Pre-Closing Periods
    
    
    .       53Section 9.2 Cooperation on Tax Matters.
    
    
    53Section 9.3 Tax Proceedings.
    
    
    54Section 9.4 Tax Indemnification.
    
    
    55Section 9.5 Straddle Period.
    
    
    56
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Section 9.6 Tax-Sharing Agreements.
    
    
    56Section 9.7 Certain Taxes and Fees.
    
    
    56Section 9.8 Tax Certificates.
    
    
    56Section 9.9 Section 338(h)(10) Matters
    
    
    56ARTICLE X. MISCELLANEOUS
    
    
    58Section 10.1 Amendments; No Waivers.
    
    
    58Section 10.2 Notices.
    
    
    58Section 10.3 Successors and Assigns.
    
    
    59Section 10.4 Governing Law.
    
    
    60Section 10.5 Jurisdiction.
    
    
    60Section 10.6 Waiver of Jury Trial; Mediation.
    
    
    60Section 10.7 Counterparts; Effectiveness.
    
    
    61Section 10.8 Entire Agreement.
    
    
    61Section 10.9 Third Party Beneficiaries.
    
    
    61Section 10.10 Severability.
    
    
    61Section 10.11 Specific Performance.
    
    
    61Section 10.12 Interpretation.
    
    
    62
 EXHIBITS
 Exhibit 1.1.1
    
    Excluded AssetsExhibit 1.1.2
    
    Key EmployeesExhibit 1.1.3
    
    Knowledge EmployeesExhibit 1.1.4
    
    Agreement FrameworkExhibit 2.1(c)
    
    Sellers Allocation ScheduleExhibit 2.3(b)
    
    Provision of Security for BuyerExhibit 2.3(c)(iii)(2)
    
    D-G Air LLC Equity Distribution AgreementsExhibit 2.3(c)(iii)(3)
    
    Second Venture, LLC Equity Sale AgreementExhibit 3.2(d)
    
    Equity Ownership ChartExhibit 5.2(b)
    
    Confidentiality AgreementExhibit 6.1(f)-1
    
    First Venture Holdings, LLC LeaseExhibit 6.1(f)-2
    
    Second Venture, LLC LeaseExhibit 6.2(d)
    
    Non-Disclosure, Non-Solicitation and Non-Compete Agreement
 Capital Cities Stock Purchase Agreement
 iv




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STOCK PURCHASE AGREEMENT
 STOCK PURCHASE AGREEMENT Agreement Davis Seller Sellers NPHC Buyer Party Parties
  CCHCI DGHI CESBI SCSI SPI CPAI Group
Companies Group Company Business
  LOI
   Capital Cities Stock Purchase Agreement
 Page 1 of 62




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ARTICLE I.
 DEFINITIONS
 Section 1.1 Definitions.
  Acquisition Proposal
 Action
 Adjusting Transactions
 Affiliate
 Affiliated Group
 Agreement
 Capital Cities Stock Purchase Agreement
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Allocation Schedule
 Annual Statements
 Applicable SOL Period provided that
 Ashley Agreement Shares
 Books and Records
 Business
 Business Day
 Buyer
 Buyer Indemnitees
 CCIC
 Closing
 Closing Date
 Code
 Company Permits
 Capital Cities Stock Purchase Agreement
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Company Responsible Parties
 Confidentiality Agreement
 Contract
 Control
 Controlling Party
 Copyrights
 Covenant Breach
 Customer Information
 Damages
 Disclosure Schedule
 Effective Time
 Employee Plans
 Environmental Breach
 Environmental Laws
 ERISA
 Capital Cities Stock Purchase Agreement
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ERISA Affiliate
 Escrow Agreement
 Exchange Act
 Excluded Assets
 GAAP
 GLB Act
 General Warranty Breach
 Governmental Authority
 Group Company
 Group Company Financial Statements
 Group Company Organizational Documents
 Hazardous Material
 HIPAA
 HSR Act
 Indemnified Party
 Indemnifying Party
 Independent Public Accountants
 Insurance Contract
 Capital Cities Stock Purchase Agreement
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Insurance Products
 Insurance Regulatory Requirements
 Intellectual Property Trademarks Patents Copyrights
 Inventory
 Investment Assets
 IP Licenses
 Key Employees
 Knowledge of the Group Companies
 Law
 Capital Cities Stock Purchase Agreement
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Liability
 Lien
 Material Adverse Effect
 Material Contract(s)
 NPHC
 Ownership Breach
 P&C Business
 Patents
 Permits
 Permitted Liens
 Person
 Personal Property
 Pre-Closing Tax Period
 Privacy Policy
 Purchase Price
 QSS
 Capital Cities Stock Purchase Agreement
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Quarterly Statements
 Real Property
 Reinsurance Contract
 Release
 Representative
 Requisite Regulatory Approvals
 Reserves
 Reserve Escrow
 Reserve Escrow Amount
 SAP
 S Corporation Company S Corporation Companies
 Section 338(h)(10) Taxes
 Section 338(h)(10) Elections
 Securities Act
 Seller Indemnitees
 Capital Cities Stock Purchase Agreement
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Seller Non-Compete Agreement
 Shares provided however Ashley Agreement
 Software
 Standard GAAP Exceptions
 Straddle Period
 Subsidiary
 Tax Taxes
 Tax Adjustment
 Tax Benefit
 Tax Breach
 Tax Claim
 Tax Return
 Termination Date
 Capital Cities Stock Purchase Agreement
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Third Party
 Third Party Claim
 Trademarks
 Trust I
 Trust II
 Trust III
 Trusts
 Section 1.2 Other Definitional and Interpretative Provisions .
 provided that
 ARTICLE II.
 PURCHASE AND SALE
 Section 2.1 Purchase and Sale.
  Capital Cities Stock Purchase Agreement
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Purchase Price provided however
  Section 2.2 Closing.
 Closing
 Closing Date
 Effective Time
 Section 2.3 Deliveries at Closing.
 Deliveries by Buyer to Seller
   $2,062,000
 $6,186,000
 Capital Cities Stock Purchase Agreement
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$2,062,000
    Provision of Security for Buyer Reserve Escrow Amount Reserve Escrow Escrow Agreement
 Deliveries by Sellers to Buyer
      Capital Cities Stock Purchase Agreement
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ARTICLE III.
 REPRESENTATIONS AND WARRANTIES OF SELLERS
  Section 3.1 Organization and Qualification.
  Group Company Organizational Documents
 Capital Cities Stock Purchase Agreement
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Section 3.2 Capitalization.
 provided however
     Capital Cities Stock Purchase Agreement
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Section 3.3 Authorization.
   Section 3.4 Consents and Approvals; No Violations; Voting Trusts.
    Capital Cities Stock Purchase Agreement
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Section 3.5 Financial Statements.
     CCIC
 Group Company
Financial Statements
   Capital Cities Stock Purchase Agreement
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Reserves provided that
   Capital Cities Stock Purchase Agreement
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Section 3.6 Absence of Certain Changes.
    GAAP
    provided however QSS provided further
 Capital Cities Stock Purchase Agreement
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Section 3.7 Undisclosed Liabilities.
   Section 3.8 Litigation.
 Action
   Capital Cities Stock Purchase Agreement
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Section 3.9 Compliance with Laws; Permits.
       Capital Cities Stock Purchase Agreement
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Section 3.10 Insurance Issued by the Group Companies and their Subsidiaries.
    Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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Section 3.11 Employee Benefit Plans.
 ERISA Affiliate ERISA Employee Plans
   Section 3.12 Employee Matters.
   Capital Cities Stock Purchase Agreement
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Section 3.13 Taxes.
  Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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(A)
    
    change in method of accounting for a taxable
period ending on or prior to the Closing Date;(B)
    
    closing agreement as described in Code §7121
(or any corresponding or similar provision of state, local or foreign
income Tax law) executed on or prior to the Closing Date;(C)
    
    intercompany transaction or excess loss account
described in Treasury Regulations under Code §1502 (or any
corresponding or similar provision of state, local or foreign income
Tax law);(D)
    
    installment sale or open transaction
disposition made on or prior to the Closing Date; or(E)
    
    prepaid amount received on or prior to the
Closing Date.
   Capital Cities Stock Purchase Agreement
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S Corporation Company S Corporation Companies)
 Section 3.14 Certain Contracts.
 Material Contracts Material Contract
    Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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Section 3.15 Intellectual Property.
        Capital Cities Stock Purchase Agreement
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Section 3.16 Properties and Assets.
 Real Property
      Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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Inventory Inventory
 Tangible Personal Property Personal Property
      Other Assets
 Capital Cities Stock Purchase Agreement
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Section 3.17 Environmental Matters.
 Company Responsible Parties
 Section 3.18 Transactions with Related Parties.
  Section 3.19 Finders or Advisors Fees.
  Section 3.20 Insurance.
  Capital Cities Stock Purchase Agreement
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Section 3.21 Reinsurance.
   Section 3.22 Capital or Surplus Maintenance.
  Section 3.23 Renewal Rights.
  Section 3.24 Guaranties.
  Capital Cities Stock Purchase Agreement
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Section 3.25 Bank Accounts.
  Section 3.26 HIPAA and GLB Act Privacy.
 Privacy Policy Customer Information
 Section 3.27 Investment Assets.
  ARTICLE IV.
 REPRESENTATIONS AND WARRANTIES  OF BUYER
  Capital Cities Stock Purchase Agreement
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Section 4.1 Organization and Qualification.
  Section 4.2 Corporate Authorization; Enforceability.
  Section 4.3 Consents and Approvals; No Violations.
   Section 4.4 Finders or Advisors Fees.
  Section 4.5 Capital Resources.
  Capital Cities Stock Purchase Agreement
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Section 4.6 Purchase for Investment.
  Section 4.7 Certain Litigation.
  ARTICLE V.
 COVENANTS
 Section 5.1 Conduct of the Group Companies.
   Capital Cities Stock Purchase Agreement
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provided however provided further
     Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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Capital Cities Stock Purchase Agreement
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Section 5.2 Access to Information; Confidentiality.
 provided however
 Confidentiality Agreement
  Section 5.3 No Solicitation; Unsolicited Proposals.
  Capital Cities Stock Purchase Agreement
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Section 5.4 Public Announcements.
  Section 5.5 Further Assurances.
  Capital Cities Stock Purchase Agreement
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Section 5.6 Notification of Certain Matters.
  provided however provided further however
 Capital Cities Stock Purchase Agreement
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Section 5.7 Material Contracts.
 provide
 Section 5.8 Intercompany Accounts and Contracts.
  Section 5.9 Releases of Personal Guaranties .
  ARTICLE VI.
 CONDITIONS TO CLOSING
 Section 6.1 Conditions to the Obligations of Sellers.
  No Injunctions
 Regulatory Matters Requisite Regulatory Approvals
 Representations and Warranties
 Capital Cities Stock Purchase Agreement
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Performance of Obligations
 Key Employee Retention Payments
 Satisfactory Lease Arrangements
 Escrow Agreement
 Good Faith
 Section 6.2 Conditions to the Obligations of Buyer.
  Due Diligence Data
 Due Diligence Satisfaction of Buyer
 No Material Adverse Change
 Seller Agreements Seller Non-Compete Agreement
 Satisfactory Lease Arrangements
 Capital Cities Stock Purchase Agreement
 Page 45 of 62




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State Regulatory Approvals
 Buyer Corporate Approvals
 Representations and Warranties.
 Performance of Obligations.
 Material Adverse Effect.
 Key Employee Retention Payments
 Escrow Agreement
 Good Faith
 ARTICLE VII.
 TERMINATION AND EXPENSES
 Section 7.1 Termination.
     Capital Cities Stock Purchase Agreement
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Termination Date
   Section 7.2 Effect of Termination.
 provided however
 Section 7.3 Fees and Expenses.
 provided however
 Philo
 Capital Cities Stock Purchase Agreement
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ARTICLE VIII.
 SURVIVAL; INDEMNIFICATION
 Section 8.1 Survival.
 provided however
  Section 8.2 Indemnification.
 Seller Indemnitees Damages
 Buyer Indemnitees
  Capital Cities Stock Purchase Agreement
 Page 48 of 62




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Ownership Breach
 Environmental Breach
 Tax Breach
 General
Warranty Breach
 Covenant Breach
   Section 8.3 Limitation on the Amount of Sellers Liability.
     Capital Cities Stock Purchase Agreement
 Page 49 of 62




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Section 8.4 Procedures.
 Indemnified Party Indemnifying Party Claim
 Third Party
Claim provided that
 Capital Cities Stock Purchase Agreement
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Controlling
Party
     Capital Cities Stock Purchase Agreement
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Section 8.5 Mitigation.
  Section 8.6 Calculation of Losses.
  Tax Benefit
 Capital Cities Stock Purchase Agreement
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Section 8.7 Exclusive Remedy.
  Section 8.8 No Double Recovery.
  Section 8.9 No Implications.
  ARTICLE IX.
 TAX MATTERS
  Section 9.1 Preparation of Certain Tax Returns for Pre-Closing Periods.
  Section 9.2 Cooperation on Tax Matters.
  Capital Cities Stock Purchase Agreement
 Page 53 of 62




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Section 9.3 Tax Proceedings.
  Tax
Claim
  Capital Cities Stock Purchase Agreement
 Page 54 of 62




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Independent Public Accountants
 Section 9.4 Tax Indemnification.
 Pre-Closing Tax Period provided however
 Capital Cities Stock Purchase Agreement
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Section 9.5 Straddle Period.
 Straddle Period
 Section 9.6 Tax-Sharing Agreements.
  Section 9.7 Certain Taxes and Fees.
  Section 9.8 Tax Certificates.
  Section 9.9 Section338(h)(10)Matters
 Section338(h)(10)Elections
 Capital Cities Stock Purchase Agreement
 Page 56 of 62




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Allocation Schedule
   S Corporation Company S Corporation
Companies )
 Capital Cities Stock Purchase Agreement
 Page 57 of 62




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Tax
Adjustment
 ARTICLE X.
 MISCELLANEOUS
 Section 10.1 Amendments; No Waivers.
   Section 10.2 Notices.
  Capital Cities Stock Purchase Agreement
 Page 58 of 62




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Section 10.3 Successors and Assigns.
 provided
 Capital Cities Stock Purchase Agreement
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Section 10.4 Governing Law.
  Section 10.5 Jurisdiction.
 provided however
 Section 10.6 Waiver of Jury Trial; Mediation.
   Capital Cities Stock Purchase Agreement
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Section 10.7 Counterparts; Effectiveness.
  Section 10.8 Entire Agreement.
  Section 10.9 Third Party Beneficiaries.
  Section 10.10 Severability.
  Section 10.11 Specific Performance.
  Capital Cities Stock Purchase Agreement
 Page 61 of 62




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Section 10.12 Interpretation.
   [The remainder of this page is intentionally blank; the next page is the signature page.]
 Capital Cities Stock Purchase Agreement
 Page 62 of 62




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CAPITAL CITY ACQUISITION CORP.
    
    
    
    HGD INVESTMENT LIMITED PARTNERSHIPBy: HGD, LLC, General PartnerBy:Name:
    
    James G. PetcoffTitle:
    
    President
    
    
    
    By:Name:
    
    Hinton G. DavisTitle:
    
    PresidentNORTH POINTE HOLDINGS CORPORATION
    
    
    
    FIRST VENTURE HOLDINGS, LLCBy:
    
    
    
    
    
    By:Name:
    
    James G. Petcoff
    
    
    
    Name:
    
    Hinton G. DavisTitle:
    
    Chairman and Chief Executive Officer
    
    
    
    Title:
    
    Authorized MemberHINTON G. DAVIS III, TRUST BHinton G. DavisBy:Name:
    
    Susan Cheri Davis McMillanTitle:
    
    TrusteeMary Teresa Davis TannerHINTON G. DAVIS III, GRANTOR TRUSTSusan Cheri Davis McMillanBy:Name:
    
    Susan Cheri Davis McMillanTitle:
    
    TrusteeConsented to by:Hinton G. Davis IIIMary Ellen Davis
 [Signature Page]




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1.
    
    The limited liability company equity membership interests in
D-G Air, LLC (DGA LLC) (and the assets owned by DGA LLC that are listed
on Disclosure Schedule 3.16(c)) owned by Davis-Garvin Agency, Inc.2.
    
    The limited liability company equity membership interests in
Second Venture, LLC owned by CCIC (and the assets owned by Second Venture,
LLC that are listed on Disclosure Schedule 3.16(c))3.
    
    The term life insurance policy number 0000239796 covering Davis
paid by Davis Garvin Agency Inc. (DGAI)4.
    
    Gamecock Club Membership5.
    
    University of South Carolina sports tickets6.
    
    Desk, chair, picture of Ugas and awards located in the office
of Davis7.
    
    Two Lloyds Underwriting room pictures and twenty-two Westvaco
hardbound books located in the DGAI conference room8.
    
    Portrait of Davis and picture of DGA LLC airplane located in
the DGAI reception area9.
    
    Picture with buildings & company logos (by Michael Storey)
located in the CCIC Conference Room10.
    
    Computer and printer located in the home of Davis




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
    
    Stanley R. Ashley
    
    Vince Bond
    
    Kathleen Fowlkes
    
    Mark E. Fryer
    
    Mark Mapes
    
    Joseph Monteleone
    
    Patrick M. Naughter
    
    John F. Seibert
    
    James Skiff
    
    John Walker




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
    
    Hinton G. Davis
    
    Mark E. Fryer
    
    Joseph Monteleone
    
    Patrick M. Naughter
    
    John F. Seibert
    
    James Skiff




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Company
    
    Type
    
    AmountDavis-Garvin Holdings, Inc. and Subsidiaries
    
    S
    
    
    12,000,000Capital Excess & Surplus Brokers, Inc.
    
    S
    
    
    500,000Southeastern Claims Services, Inc.
    
    S
    
    
    1,000,000Safeco Products, Inc.
    
    S
    
    
    500,000Charter Premium Audits, Inc.
    
    S
    
    
    1,000,000Subtotal
    
    
    
    
    15,000,000Capital City Holding Company, Inc. and Subsidiaries
    
    C
    
    
    25,950,000Total
    
    
    
    
    40,950,000




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A.
    
    At December 31 of each year following the Closing Date, all
available Reserve Investment Income will be paid to Sellers or, at Sellers
request, as determined pursuant to an agreement among Sellers and Mr. John
Seibert (Seibert).B.
    
    Sixty-six (66) months after Closing the Actual 72-Month Payout
from December 31, 2006 shall be compared to the Projected 72-Month Payout, and
if the Actual 72-Month Payout is less than or equal to the Projected 72-Month
Payout, then
 1.
    
    The Reserve Escrow Principal shall be
distributed to Sellers or, at Sellers request, as determined pursuant
to an agreement among Sellers and Seibert.
 OTHERWISE
 2.
    
    An amount of the Reserve Escrow Principal shall
be distributed to Buyer equal to the lesser of:
 a.
    
    the excess of the Actual 72-Month
Payout less the Projected 72-Month Payout, andb.
    
    the Reserve Escrow Principal.
 And, any remaining amount of Reserve Escrow Principal shall be
distributed to Sellers or, at Sellers request, as determined
pursuant to an agreement among Sellers and Seibert.
 C.
    
    Any amount distributed to (i) Seibert pursuant to paragraph
B(1), above, or (ii) Buyer pursuant to paragraph B(2), above, shall be treated
by the Parties as a reduction to the Purchase Price, unless otherwise required
by Law.D.
    
    If Buyer and Sellers are unable to agree on the Actual 72-Month
Payout, the Projected 72-Month Payout or the Reserve Escrow Principal, then
such Actual 72-Month Payout, Projected 72-Month Payout or Reserve Escrow
Principal shall be determined, if requested in writing by any Party, by an
independent certified public accounting firm (the Expert) to be agreed upon
by Buyer and Sellers or, if they cannot agree, selected by the President of the
American Institute of Certified Public Accountants. The




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Expert shall be a Fellow of the Casualty Actuarial Society and a Member of
the American Academy of Actuaries, with no prior working or familial
relationship to either Buyer or Sellers or Seibert, or Buyers or Sellers
respective executive management or board of directors. The Expert shall act
as an expert and the Experts costs shall be borne between Buyer and Sellers
as the Expert directs. The decision of the Expert shall be final and
binding on Buyer and Sellers. In addition, Buyer and Sellers hereby agree
to abide and be bound by the standard terms and conditions of the Expert for
purposes of its appointment under this Exhibit 2.3(b).
  Actual 72-Month Payout
 Projected 72-Month Payout
 Reserve Escrow Principal
 Reserve Investment Income




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