EXHIBIT 10.33


 


AMENDMENT
TO MANAGEMENT COMPANY CONTRACT


 


THIS AMENDMENT to that
certain Management Company Contract dated April 7, 1995, is made and entered
into this 26th day of January, 1996, by and between PINNACLE ASSURANCE CORPORATION, a Florida stock insurance
company as successor to PINNACLE ASSURANCE
CORPORATION, an Assessable Mutual, a Florida corporation, (either or
both of which may hereinafter be referred to as “PINNACLE”) and FLORIDA
ADMINISTRATORS, INC., a Florida corporation, (hereinafter “MANAGEMENT COMPANY”) as follows:


 


RECITALS


 


WHEREAS, PINNACLE ASSURANCE CORPORATION, an
Assessable Mutual, as predecessor to PINNACLE
ASSURANCE CORPORATION, a Florida stock insurance company, previously
entered into that certain Management Company Contract dated April 7, 1995; and


 


WHEREAS, PINNACLE is to be converted into a Florida
stock insurance company with the approval of the Florida Department of
Insurance; and


 


WHEREAS, PINNACLE is the successor entity to PINNACLE ASSURANCE CORPORATION, an
Assessable Mutual; and


 


WHEREAS, PINNACLE and the MANAGEMENT COMPANY wish to amend the Management Company
Contract to reflect certain agreed changes as well as the above referenced
conversion of PINNACLE to a
Florida stock insurance company and, further, to amend the Agreement, among
other things, to conform to the conversion of PINNACLE
to a stock insurance company.


 


NOW, THEREFORE, for Ten and
00/100 ($10.00) Dollars and other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged by all parties hereto,
it is agreed as follows:


 


1.             The above Recitals are true and correct and are
incorporated into the terms and provisions of this Agreement by reference.


 


2.             PINNACLE and
MANAGEMENT COMPANY hereby
acknowledge and agree that the Management Company Contract entered into on
April 7, 1995 with PINNACLE’S
predecessor shall remain in full force and effect in accordance with its terms
without interruption or termination as a result of the conversion of PINNACLE as described above.


 





















 


3.             The following changes to the Management Company Contract
are hereby agreed upon:


 


A.
                                Article 1, Section 1.9 is hereby amended to
read as follows:


 


“PINNACLE” means PINNACLE ASSURANCE CORPORATION, a Florida
stock insurance company. Any and all references to “PINNACLE” in the Management Company Contract shall now be
deemed to refer to PINNACLE ASSURANCE
CORPORATION, a Florida stock insurance company and not to PINNACLE ASSURANCE COMPANY, an Assessable
Mutual.


 


B.                                     Article 1, Section 1.11 “Participating
Members” and “Member” is hereby deleted in its entirety and the
following is substituted in its place and stead:


 


“1.11 “Policy Holders”
and “Insureds” means all persons, partnerships, joint ventures,
corporations, companies, or unincorporated organizations which are policy
holders or insureds of PINNACLE,
which meet underwriting eligibility requirements established by PINNACLE and whose applications for
insurance coverage have been accepted by PINNACLE.”


Note
- any and all references to “Participating Members” or “Member” in the
remainder of the Management Company Contract shall be deemed to refer to “Policy
Holders” and “Insureds” rather than “Participating Members” or “Members”.


 


C.                                     Article 3, Section 3.2 is amended by deleting
in its entirety the following sentence commencing in the third line from the
top of page 8:


 


“Claims administration shall
include adjusting until the conclusion of all claims occurring during the
contract period with no additional fee.”


 


The following shall be
substituted in place and in stead of the preceding deleted sentence:


 


Effective as of December 31,
1995, “The MANAGEMENT COMPANY
shall have no liability or responsibility whatsoever to adjust until conclusion
any claims occurring during the contract period in the event that this
Management Company Contract is terminated. Any such responsibility for
continuing claims adjusting shall terminate with the termination of the
Management Company Contract. Additionally, MANAGEMENT
COMPANY is authorized to delegate to a service company, claims
administration


 





















 


activities, provided,
however, that MANAGEMENT COMPANY
shall retain the ultimate responsibility and authority for such activities.


 


4.             All remaining terms and provisions of the Management
Company Contract dated April 7, 1995 not specifically or impliedly amended
herein shall remain in full force and effect and are hereby ratified, adopted
and reaffirmed.


 


IN WITNESS WHEREOF, the
parties have hereunto set their hands and seals as of the day and year first
above written for themselves, their successors, and their permitted assigns, if
any, and do hereby agree to fully perform the covenants and agreements as
hereinabove set forth.


 


	
   

  	
  PINNACLE
  ASSURANCE CORPORATION,

  
	
   

  	
  an Assessable Mutual

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam A. Stephens, Pres.

  	
   

  
	
   

  	
   

  	
  As its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale E. Hanson, Sec.

  	
   

  
	
   

  	
   

  	
  As its Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA
  ADMINISTRATORS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam A. Stephens, Pres.

  	
   

  
	
   

  	
   

  	
  As its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale E. Hanson, Sec. 

  	
   

  
	
   

  	
   

  	
  As its Secretary