MANAGING GENERAL AGENCY AGREEMENT



 Exhibit 10.14 
  
 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406 
  
 MANAGING GENERAL AGENCY AGREEMENT 
  
 ENTERED INTO BY 
  
 AND BETWEEN 
  
 INSURED LLOYDS, SOUTHERN COUNTY MUTUAL INSURANCE COMPANY, and

  
 REPUBLIC VANGUARD INSURANCE COMPANY 
  
 (hereinafter, the “Company”) 
  
 and 
  
 TEXAS GENERAL AGENCY, INC. 
  
 EFFECTIVE: January 1, 1993 







 MANAGING GENERAL AGENCY AGREEMENT 
  
 PARTIES 
  
 As identified herein: 
  

	 	1.	The “Company” refers to: 

  
 Insured Lloyds 
 Southern County
Mutual Insurance Company 
 Republic Vanguard Insurance Company 
  

	 	2.	The “General Agent”, refers to: 

  
 Texas General Agency, Inc. 
  
 WITNESSETH 
  
 In consideration of the mutual covenant and benefits contained in this Agreement, the Company and the General Agent hereby agree as follows: 
  
 A. Appointment. The Company hereby appoints the General Agent
as its Managing General Agent for the purpose of underwriting insurance coverages on behalf of the Company. Such insurance coverages shall be written exclusively on a direct and primary basis, with policy limits of up to but not exceeding
one-million dollars [**], per insured, per occurrence. It is further understood and agreed that the General Agent’s appointment is non-exclusive, and both the Company and the General Agent may enter into other similar agreements. 
  
 B. Independent Contractor. The General Agent shall act as an
independent contractor, and the Company shall have no right of control over the General Agent as to the time, means, or manner of the General Agent’s performance or the conduct of its business within the authority herein granted. The General
Agent shall furnish and maintain, at [**], the office and office equipment, vehicles, telephone service, books of accounts, clerks and employees deemed by it as necessary or desirable to the carrying on and promoting of the business of the General
Agent and shall [**]. Nothing contained in this Agreement is intended to nor shall it be construed as creating the relationship of employer and employee, nor partner, nor joint 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 
venturer, between the Company and the General Agent or between the Company and any sub-agent with whom the General Agent might contract. 
  
 C. Compensation. 
  
 (1) The General Agents compensation or remuneration under
this Agreement shall be as set forth in the attached Schedule of Commission Addendum. 
  
 (2) The General Agent shall be obligated for and shall pay [**], and the Company shall not be liable for or obligated to pay [**] incurred
by, for, or on behalf of the General Agent. The General Agent shall be liable for the return of commission on return premiums at the same rate as the commissions allowed in connection with the coverage for which the return of premiums is being made.
The General Agent shall not, however, be required to return, as return commissions, monies greater than the total commission payable to the General Agent in connection with the coverage for which the return of premium is made. 
  
 (3) The General Agent shall be solely responsible and solely
liable for the payment of any compensation due any sub-agent through whom business is produced under this Agreement, and payment by the Company to the General Agent of any commissions due in connection with any business accepted by the Company under
this Agreement shall satisfy any obligation or liability whatsoever on the part of the Company, whether in law or equity, to make such payment to any sub-agent or other person or party. 
  
 D. General Agent’s Authority. The General Agent shall have the authority and the duty to act for and on
behalf of the Company in all respects, insofar as necessary for the General Agent to perform the functions of a Managing General Agent of the Company, subject only to the terms and conditions of this Agreement. 
  
 (1) Binding Authority. 
  
 (a) The General Agent shall have authority to accept
applications for and to issue binders, policies, and/or contracts of insurance, including endorsements and amendments thereto, on such forms as are approved by the Company. The General Agent shall have no authority to delegate its authority to issue
binders, policies, or 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 
contracts of insurance, nor endorsements or amendments thereto which change the risk, to any sub-agent or other third party. 
  
 (b) The General Agent shall have the authority to cancel any
policy or contract of insurance provided hereunder, at its discretion, subject to the requirements imposed by law and in compliance with the provisions of this Agreement. 
  
 (c) It is understood and agreed that the Company may refuse to accept any application or to underwrite any
risk submitted. 
  
 (2) Sub-Delegation of
Authority, [**]. 
  
 (a) The General
Agent shall have full power and authority to recruit, contract with, manage, train, and supervise sub-agents, as producing agents acting for and on behalf of the General Agent. No sub-agent shall be appointed, however, nor shall an appointed agent
be terminated, by the General Agent, except upon notice to and the consent of the Company. The General Agent [**] the conduct and performance of such sub-agents, and [**]. 
  
 (b) The General Agent shall maintain in force a written contractual agreement, in a form acceptable to the
Company, with all sub-agents to whom any authority of the General Agent under this Agreement is delegated. Each such agreement shall expressly provide that the sub-agent shall have no right, claim or cause of action against the Company, and shall
look exclusively to the General Agent for the payment or satisfaction of any expenses, costs, claims and/or causes of action arising, directly or indirectly, out of or in connection with any action taken or not taken by the Company or the General
Agent. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 (c) The General Agent shall comply with all applicable laws and regulations with respect
to any termination, suspension, or revocation of the authority delegated to any sub-agent, and shall indemnity and hold harmless the Company against any losses, claims, and/or causes of action, including attorneys fees and expenses, arising,
directly or indirectly, out of or in connection with any action taken or not taken by the General Agent in this regard. 
  
 (3) Agent’s Licensing. 
  
 (a) The General Agent shall maintain current licenses or certificates of authority as required by law for the conduct of business under
this Agreement. 
  
 (b) The General Agent shall
assure that all sub-agents to whom any authority of the General Agent under this Agreement is delegated maintain appropriate licenses, certificates of authority, and/or company appointments as required by law for the conduct of business under this
Agreement. 
  
 (c) The General Agent shall
indemnity and hold harmless the Company against any losses, claims, and/or causes of action, including attorneys fees and expenses, arising, directly or indirectly, out of or in connection with the Company’s acceptance of business from an
unlicensed agent or sub-agent. 
  
 (4)
Collection and Distribution of Funds. 
  
 (a) Fiduciary Obligation. The General Agent shall act for and on behalf of the Company in collecting and receiving funds from insureds, reinsurers, and sub-agent under this Agreement. All such funds shall be received by the
General Agent in a fiduciary capacity, and shall be deposited, in the name of or for the benefit of the Company, in a separate account, and shall not be commingled in any manner or fashion with funds belonging to the General Agent or any third
party. 
  
 (b) Agency Billing. The
General Agent is authorized to collect and receipt for premiums and to retain, but only out of those 

  









 
premiums due which are actually collected, commissions at the rate(s) specified in Section C. Compensation. 
  
 (c) Return Premiums and Commissions. If the
Company is required to refund premiums under any contract, policy or certificate of insurance by reason of any cancellation, reduction in coverage, change in law or regulation, or otherwise, either during or after the term of this Agreement, the
General Agent shall refund return commissions at the same rate at which such commissions were originally retained by the General Agent. 
  
 (5) Claims Administration. 
  
 (a) Claims Administration. The General Agent shall have authority to settle all claims arising out of or in connection with
business placed with the Company under this Agreement. The Company reserves ultimate decision-making authority with respect to any claim, and may, at its sole option and discretion, re-assume any or all claims settlement, administration and/or
oversight responsibilities and/or authority from the General Agent. If the Company re-assumes claims handling responsibility from the General Agent the General Agent shall be held harmless by the Company for acts of the Company in handling the
claim. 
  
 (b) Per Claim Limit of
Authority. The authority of the General Agent to settle claims shall be limited to Thirty-Thousand-Dollars ($30,000), without the prior approval of the Company. 
  
 (c) Claims Reporting. The General Agent shall submit to the Company within thirty days
of its receipt of notice of the same, a report on any claim involving: 
  
 (i) A coverage dispute; 
  
 (ii)
A demand in excess of policy limits; and/or 
  









 (iii) An allegation of bad faith or a violation of any DeceptiveTrade Practices or Claims Settlement
Practices or other similar act or regulation. 
  
 (d) Outside Adjusters. The General Agent may appoint, subject to the approval of the Company, appropriate claims adjustment firms to handle certain investigations and settlements relating to claims. 
  
 (e) Unrelated Claims Expense. Any claims
administration or loss adjustment expense not directly connected with the settlement of losses, or recovery by way of salvage or subrogation, shall be incurred solely by the General Agent unless specifically authorized by the Company. 
  
 (f) Company Drafts. Payment of losses shall be
made on checks or drafts in the name of the Company, and the General Agent shall be responsible for the safekeeping of all checks or drafts of the Company used for payment purposes and, with respect to the same, shall: 
  
 (i) Immediately notify the Company of any irregularities, theft,
disappearance, or destruction of checks or drafts; and 
  
 (ii)
See to it that all checks or drafts are sequentially numbered and issued in order, with all voided checks or drafts properly marked and accounted for. 
  
 (g) Establishment of Loss Reserves. The General Agent shall establish, subject to review and adjustment by the
Company in its absolute discretion, claim and loss reserves with respect to the business written under this agreement, including reserves for loss adjustment expenses, incurred but not reported losses and for losses reported but not paid.

  









 (6) Limitation of Advertising Authority — Misrepresentations. The
General Agent shall have no advertising authority whatsoever with respect to the policies, contracts, or binders of insurance, nor any endorsements or amendments thereto, issued by the Company. 
  
 (7) Suspension of Authority. 
  
 (a) The Company shall have the unilateral right, exercisable
in its sole and absolute discretion, to suspend the authority of the General Agent to act for or on behalf of the Company during the pendency of any dispute between the Company and the General Agent arising out of or in connection with any alleged
breach or failure of performance on the part of the General Agent under this Agreement, including, but not limited to the General Agent’s (i) failure to follow or adhere to those limitations on its underwriting authority, or (ii) unauthorized
delegation of binding authority. Nothing in the Company’s suspension of the authority of the General Agent under this Agreement shall [**] on the [**]. 
  
 (b) It is understood and agreed that the Company has and retains the right, exercisable in its sole and absolute discretion, to restrict
the premium volume of the business produced by the General Agent under this Agreement at any time, 
  
 E. Monthly Reporting and Remittance. 
  
 (1) Upon request the General Agent shall receive and pass upon daily reports and shall submit an accounting to the Company on a monthly basis detailing
all transactions for or on behalf of the Company. Such accounting must be received by the Company not later than 30 days from the close of the month being accounted for. This requirement may be satisfied, in those instances in which the Company is
responsible for the rendering of accounts on the basis of information provided by the General Agent, by the General Agent’s 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 
confirmation of such accounting within the time specified in this section. 
  
 (2) The General Agent shall remit all funds due the Company, [**], within [**] days after the close of the month in which
the transaction or coverage in connection with which such funds are payable occurs or is effective, whichever is earlier. Nothing in this provision is intended to expand, replace or otherwise modify any shorter period otherwise provided for the
remittance of funds to the Company under this Agreement. 
  
 F.
Disallowance of [**]. The General Agent shall not be allowed to [**] under this Agreement [**] the General Agent, or any sub-agent, or any other insurer represented by the General Agent, [**], nor shall any [**] the Company
[**] the Company, except [**] as might be [**] the General Agent and the Company [**] this Agreement. 
  
 G. Reinsurance Underwriting Authority. The General Agent shall have no reinsurance underwriting authority, either ceded or assumed, and may
neither bind nor commit the Company to participation in any insurance or reinsurance syndicate, nor may the General Agent collect payment from any reinsurer of the Company or commit the Company to any reinsurance settlement or commutation without
prior written approval. 
  
 H. Record Keeping and Audit
Requirements. 
  
 (1) The General Agent shall keep
separate records of the business written or transacted for or on behalf of the Company, and that of each other insurer represented by the General Agent, including separate underwriting files, and shall maintain all such records for a period of not
less than five years from the expiration of the business in question, or until the completion of a financial examination of the General Agent by the regulatory agency having jurisdiction over the General Agent, whichever is longer. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 (2) Scheduled Audits and Examinations. The Company and/or its designated representative(s)
shall be afforded full and complete access to the General Agent’s records, for the purpose of auditing the General Agent, with respect to all transactions arising out of or in connection with any business written by the agent under this
Agreement, including any underwriting, claims, financial and/or accounting files of the General Agent, upon twenty four (24) hours notice and during the regular business hours of the General Agent. The Company shall conduct such audits on a not
less than semi-annual basis, and otherwise within ninety (90) days of the close of any thirty (30) day period in which the Company’s aggregate premium volume increases by thirty percent (30%) or more, where the General Agent writes more
than twenty percent (20%) of the Company’s aggregate premium volume, and the General Agent has itself experienced an increase of twenty percent (20%) or more in its own premium volume produced within the same thirty (30) day period. 

 
 (3) Minimum Scope of Required Audits. At a minimum,
any audit conducted by the Company shall include a review of the following information or elements: 
  
 (a) the General Agent’s claims procedures and claims handling practices; 
  
 (b) the timeliness of claim payments and/or the lag-time
between the date a claim is reported and the date it is paid; 
  
 (c) the timeliness of the General Agent’s reporting of new business to the Company; 
  
 (d) the timeliness of the General Agent’s remittance of monies due the Company; 
  
 (e) the General Agent’s premium accounting for the
business written for or on behalf of the Company; 
  









 (f) a reconciliation of the General Agent’s policy form and check or draft
inventory. 
  
 I. Changes In Ownership or
Control. The General Agent shall notify the Company immediately of any change in: 
  
 (1) ownership of ten percent (10%) or more of the outstanding stock of the General Agent; 
  
 (2) any principal officer of the General Agent; and/or 
  
 (3) any director of the General Agent. Nothing in this provision shall change. limit, or otherwise modify any other
requirement of prior approval by the Company of any change in the ownership or control of the General Agent. 
  
 J. Renewal and Termination of Agreement. 
  
 (1) This Agreement shall be in effect for a period of twelve months from its effective date, and, unless and until terminated in accordance with the
provisions of subsection (2) below, shall renew from year-to-year thereafter for so long as the license or certificate of authority of the General Agent remains in full force and effect. 
  
 (2) This Agreement: 
  
 (a) may be terminated at any time by the giving of notice in writing by either party to the other not less than ninety (90) days
prior to the effective date of such termination; 
  
 (b) shall be canceled immediately upon the expiration or termination of the license or certificate of authority issued to the Agent. 
  









 (3) It is understood and agreed that: 
  
 (a) from or after the receipt by either party of notice of the other party’s intent to terminate this
Agreement, the agent shall have no authority to issue any binder, policy, or contract of insurance, nor any endorsement or amendment thereof without prior written consent of the company; and that 
  
 (b) no exercise of its right to terminate this Agreement, by
either party, shall give rise to any right, claim, or cause of action in the other party for any loss of prospective profits, commissions, earnings, income, or for any other damage to the business or personal interests of the parties arising
therefrom. 
  
 K. Agent’s Right to Expirations.
In the event of termination of this Agreement, if the General Agent shall promptly account for and pay over to the Company all sums for which it may be liable to the Company and otherwise perform all duties and obligations imposed hereunder, then
the General Agent’s records, use, and control of expirations shall remain the property of the General Agent and be left in its undisputed possession; otherwise, the records, use, and control of expirations shall be vested in the Company, until
such time as the General Agent has accounted for and paid over to the Company all sums due the Company under the terms of this Agreement. 
  
 L. Miscellaneous Provisions. 
  
 (1) Place of Performance. All obligations of the General Agent under this Agreement, including payment of premiums and other sums to become
due hereunder, are performable at the office of the Company, in Dallas, Texas. 
  
 (2) Whole Agreement. This Agreement constitutes the entire agreement and understanding of the parties, and supersedes and replaces all previous agreements and understandings of the parties with respect
to the subject matter of this Agreement. 
  
 (3)
Modifications. The General Agent shall have no authority to effect any modification of this Agreement for or on behalf of the Company, and no modification of this Agreement shall be binding 

  









 
upon either party unless the same is evidenced by a writing signed by the party to be bound thereby. 
  
 (4) Severability. If any clause, paragraph, term, or provision
of this Agreement shall be held or declared void or otherwise unenforceable by any court or other tribunal of competent jurisdiction, the same shall be deemed severed, and such holding or declaration shall have no effect upon any other clause,
paragraph, term, or provision of this Agreement, and this Agreement shall otherwise continue in and be given full force and effect. 
  
 (5) Non-Waiver. No waiver of any breach or violation of any clause, paragraph, term, or condition of this Agreement shall be deemed a waiver
of any subsequent breach or violation of the same, nor shall the same be deemed waived unless such waiver is evidenced by a writing signed by the party being charged therewith. 
  
 (6) Signing Authority. The persons signing this Agreement on behalf of the parties warrant, covenant, and
represent that they are duly authorized to execute this Agreement on behalf of the parties for whom they are signing. 
  









 Executed effective as of the date first stated above. 
  

									
	 	 	 	 	INSURED LLOYDS
	ATTEST:	 	 	 	SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
			
	 	 	 	 	REPUBLIC VANGUARD INSURANCE COMPANY
				
	/s/ Shaun R. Archie	 	 	 	By:	 	/s/ John E. Fulton
					
	 	 	 	 	 	 	Its:	 	Vice President
			
	ATTEST:	 	 	 	TEXAS GENERAL AGENCY, INC.
				
	/s/ [ILLEGIBLE]	 	 	 	By:	 	/s/ [ILLEGIBLE]
				
	 	 	 	 	Its:	 	Vice President

  









 Amendment No. 1 
 Effective: January 1, 1993 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”)

  
 It is understood and agreed to by the parties that the above named Agreement
shall be amended as of January 1, 1993, as indicated herein to add Southern Insurance Company. 
  
 Paragraph “Parties” of the Agreement shall be replaced with the following: 
  
 Parties 
  
 As identified herein: 
  

	 	1.	The “Company” refers to: 

 Insured Lloyds

 Southern County Mutual Insurance Company 
 Republic-Vanguard Insurance Company 
 Southern Insurance Company 
  

	 	2.	The “General Agent” refers to: 

 Texas General
Agency, Inc. 
  
 All other terms and conditions shall remain unchanged otherwise.

  










 Amendment No. 1 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 This Amendment No. 1 to the Managing General Agency Agreement shall be executed and effective as of January 1, 1993.

  

									
	 	 	 	 	INSURED LLOYDS
	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

	 	 	 	 	 
				
	/s/ Kathy Campbell	 	 	 	 By:
	 	/s/ John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
				
	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 2 
 Effective: January 1, 1994 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, And 
 Republic-Vanguard Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”)

  
 It is understood and agreed to by the parties that the above named Agreement
shall be amended as of January 1, 1994, as indicated herein. 
  
 Paragraph G of
the Agreement shall be replaced with the following: 
  

	 	“G.	Reinsurance Underwriting Authority. 

  
 The General Agent shall have no reinsurance underwriting authority unless such authority has been expressly authorized in writing by the Company. The Company has
authorized the General Agent to bind or commit the Company to participation in ceded facultative reinsurance with reinsurers authorized by the Company in writing. The General Agent shall report such ceded facultative reinsurance in conjunction with
paragraph E. above and in accordance with the form and content agreed to between the parties. The General Agent may collect payment from such authorized facultative reinsurers of the Company, but shall not commit the Company to any reinsurance
settlement or commutation without prior written approval. The General Agent shall have no other reinsurance underwriting authority, either ceded or assumed, unless specifically authorized in writing by the Company.” 
  
 All other terms and conditions shall remain unchanged otherwise. 
  










 Amendment No. 2 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 This Amendment No. 2 to the Managing General Agency Agreement shall be executed and effective as of January 1, 1994.

  

									
	 	 	 	 	INSURED LLOYDS
	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY

					
	 	 	/s/ Kathy Campbell	 	 	 	 By:
	 	/s/ John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
					
	 	 	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 3 
 Effective: July 1, 1997 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”)

  
 It is understood and agreed to by the parties that the above named Agreement
shall be amended as of July 1, 1997, as indicated herein for the name change of “Insured Lloyds” to “Republic Lloyds”. 
  
 Paragraph “Parties” of the Agreement shall be replaced with the following: 
  
 Parties 
  
 As identified herein: 
  

	 	1.	The “Company” refers to: 

 Republic Lloyds

 Southern County Mutual Insurance Company 
 Republic-Vanguard Insurance Company 
 Southern Insurance Company 
  

	 	2.	The “General Agent” refers to: 

 Texas General
Agency, Inc. 
  
 All other terms and conditions shall remain unchanged otherwise.

  










 Amendment No. 3 of to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 This Amendment No. 3 to the Managing General Agency Agreement shall be executed and effective as of July 1, 1997.

  

									
	 	 	 	 	REPUBLIC LLOYDS
	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

					
	 	 	/s/ Kathy Campbell	 	 	 	 By:
	 	/s/ John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
					
	 	 	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 4 
 Effective: January 1, 1998 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”)

  
 It is understood and agreed to by the parties that the above named Agreement
shall be amended as of January 1, 1998, as indicated herein for the addition of the General Agent’s subsidiary office located in St. Louis, Missouri, dba “Great Plains Special Risk”. 
  
 Paragraph “Parties” of the Agreement shall be replaced with the following:

  
 Parties 
  
 As identified herein: 
  

	 	1.	The “Company” refers to: 

 Republic Lloyds,
Dallas, Texas 
 Southern County Mutual Insurance Company, Dallas, Texas 
 Republic-Vanguard Insurance Company, Dallas, Texas 
 Southern Insurance Company, Dallas, Texas 
  

	 	2.	The “General Agent” refers to: 

 Texas General
Agency, Inc., San Antonio, Texas 
 Great Plains Special Risk, St. Louis, Missouri 
  
 All other terms and conditions shall remain unchanged otherwise. 
  










 Amendment No. 4 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 This Amendment No. 4 to the Managing General Agency Agreement shall be executed and effective as of January 1, 1998.

  

									
	 	 	 	 	REPUBLIC LLOYDS
	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

					
	 	 	 	 	 	 	 By:
	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	Its:	 	 Vice President

			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT
PLAINS SPECIAL RISK

					
	 	 	 /s/ [ILLEGIBLE]
	 	 	 	 By:
	 	 /s/ [ILLEGIBLE]

					
	 	 	 	 	 	 	Its:	 	 Vice President


  









 Amendment No. 5 
 Effective: January 1, 1993 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter the “General Agent”) 
  
 It is understood and agreed to by the parties that the above named Agreement shall be amended, effective as of January 1, 1993, to add new paragraphs and replace certain
paragraphs as indicated herein that clarifies the intent and complies with the Regulations. 
  
 Paragraph D. (1) (a) shall be replaced in its entirety with the following: 
  
 “D. (1) (a) The General Agent shall have the authority to accept applications for and to issue binders, policies, and/or contracts of insurance, including endorsements and amendments thereto, on such forms as are
approved by the Company. The General Agent shall not delegate its authority to issue binders, policies, or contracts of insurance, nor any endorsements or amendments thereto which change the risk, to any sub-agent or other third party, unless
otherwise approved in writing by the Company. The Company’s approval shall be a written acknowledgement made in advance of the delegation of authority by the General Agent to the sub-agent. The General Agent’s request to the Company for
approval to delegate authority to a sub-agent shall include a copy of the agreement between the General Agent and sub-agent which includes the sub-agent’s authorities delegated by the General Agent. The General Agent shall [**].”

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 5 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 Paragraph L. (3) shall be replaced in its entirety with the following: 
  
 “(3) Modifications: The General Agent shall have no authority to effect
any modification of this Agreement for or on behalf of the Company, and no modification of this Agreement shall be binding upon either party unless the same is evidenced by a writing, including the effective date thereof, signed by the party to be
bound thereby.” 
  
 Paragraph H. (2) shall be replaced in its entirety with
the following: 
  
 “(2) Scheduled Audits and Examinations: The
Company, and/or its designated representative(s), shall be afforded full and complete access to the General Agent’s records, for the purpose of auditing the General Agent, with respect to all transactions arising out of or in connection with
any business written by the General Agent under this Agreement, including any underwriting, claims, financial and/or accounting files of the General Agent, upon twenty four (24) hours notice and during the regular business hours of the General
Agent. The Company shall conduct such audits on a not less than semi-annual basis and otherwise within ninety (90) days of the close of any thirty (30) day period in which the Company’s aggregate premium volume increases by thirty percent (30%)
or more, where the General Agent writes more than twenty percent (20%) of the Company’s aggregate premium volume, and the General Agent has itself experienced an increase of twenty percent (20%) or more in its own premium volume produced within
the same thirty (30) day period. Copies of such audits shall remain on file with the Company for at least three years and be available to regulators for review.” 
  
 New paragraphs L. (7) and (8) as written below shall be added to the Agreement. 
  
 “(7) Assignment: The General Agent shall not directly or indirectly assign
its rights and obligations under this Agreement in whole or in part without the prior written approval of the Company. 
  
 (8) Notices: Any and all notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given when deposited in the
United States Postal Service by certified mail, return receipt requested, to the party’s last known address or such other address provided by the other party.” 
  
 All other terms and conditions shall remain otherwise unchanged. 
  
 This Amendment No. 5 to the Managing General Agency Agreement shall be executed and effective as of January 1, 1993. 
  










 Amendment No. 5 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


									
	 	 	 	 	 REPUBLIC LLOYDS

	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

					
	 	 	 /s/ Kathy Campbell
	 	 	 	 By:
	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	Its:	 	 Vice President

			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

					
	 	 	 /s/ Janice Alexander
	 	 	 	 By:
	 	 /s/ [ILLEGIBLE]

					
	 	 	 	 	 	 	Its:	 	 Vice President


  









 Amendment No. 6 
 Effective: March 1, 2001 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
 (the “Agreement”) 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 It is understood and agreed to by the
parties that the above named Agreement shall be amended, effective as of March 1, 2001, to add authorization for the General Agent to bill private passenger automobile policies on a direct, installment basis as follows: 
  
 1. Sub-paragraph (b) of Paragraph (4) – Collection and Distribution of Funds under
Section D – General Agent’s Authority shall be replaced in its entirety as of the effective date of this Amendment and shall read as follows: 
  

	 	“(d)	Agency and Direct Billing. If the net premium on a policy written under this Agreement is not collected in full when written, the General Agent is authorized to bill and
collect premiums as follows: all policies written under this Agreement may be billed and collected on an Agency basis in full, and private passenger automobile business written under this Agreement may be billed and collected on a direct,
installment basis according to its approved underwriting guidelines. The General Agent is authorized to retain, but only on those premiums due and remitted to the Company, commissions at the rate(s) specified in Section C. Compensation. Since
direct, installment billing is authorized under this Agreement, the General Agent shall continue to account for and report all premiums written on private passenger automobile policies, whether billed or not, and shall exercise due diligence in the
billing and collection of such premiums in order to avoid providing coverage without receipt of premium.” 

  









 2. Paragraph (2) under Section E. – Monthly Reporting and Remittance shall be replaced in its entirety as of the
effective date of this Amendment and shall read as follows: 
  

	 	“(2)	The General Agent shall remit all funds due the Company, as defined herein below, within [**] days after the close of the month. The net premiums due the Company shall be equal to
the net premiums written on policies for the month, [**] except for those policies that are billed on a direct, installment basis. For all policies billed on a direct, installment basis, the net premiums due the Company shall be equal to the [**]
premiums on such policies for the month. Deductions for commissions and losses paid (including loss adjustment expenses) are allowed to be deducted from the net premiums due in determining the funds due the Company on a monthly basis.”


  
 All other terms and conditions shall remain otherwise unchanged.

  
 This Amendment No. 6 to the Managing General Agency Agreement shall be
executed and effective as of March 1, 2001. 
  

									
	 	 	 	 	 REPUBLIC LLOYDS

	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	/s/ John K. Hall	 	 	 	By:	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	Its:	 	 Vice President

			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

				
	/s/ [ILLEGIBLE]	 	 	 	By:	 	 /s/ [ILLEGIBLE]

					
	 	 	 	 	 	 	Its:	 	 Vice President


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 Amendment No. 7 
  
 To The 
  
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 (the “Agreement”) 
  
 entered into by and between 
  
 Southern County Mutual Insurance Company 
 Republic Lloyds 
 Republic-Vanguard Insurance Company and 
 Southern Insurance Company 
 (the “Company”) 
  
 and 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (the “General Agent”) 
  
 For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the General Agent and the Company agree to amend the Agreement by adding the following provision: 
  
 “M – Privacy Protection 
  
 Neither the General Agent nor the Company shall use or disclose any nonpublic personal information furnished to it by the other party to this Agreement
other than to carry out the purposes set forth in this Agreement for which such party disclosed such information. For purposes of this Agreement, nonpublic personal information means nonpublic personal financial information and nonpublic personal
health information as those terms are defined in applicable federal and state laws, rules and regulations, including the Gramm-Leach-Bliley Act (Financial Services Modernization Act of 1999) and comparable state laws, rules and regulations.
Nonpublic personal financial information includes personally identifiable financial information; and any list, description or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally
identifiable financial information that is not publicly available. Nonpublic personal health information includes health information that identifies an individual who is the subject of the information or with respect to which there is a reasonable
basis to believe that the information could be used to identify an individual. 
  
 Additionally, the General Agent agrees to prepare (for the Company’s approval) and deliver, at its sole expense, the applicable privacy notices required by law or regulation, if any, on behalf of the
Company.” 
  
 This Amendment No. 7 shall be effective as of the later of the
original effective date of the Agreement or July 1, 2000. 
  
 All other
provisions, terms and conditions of the Agreement shall remain in full force and effect. 
  

									
	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
REPUBLIC LLOYDS
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY
	 	 	 	  
 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

					
	By:	 	 /s/ John E. Fulton
	 	 	 	By:	 	 /s/ [ILLEGIBLE]

					
	 Its:
	 	 Vice President
	 	 	 	 Its:
	 	 Vice President


  









 Amendment No. 8 
 Effective: January 1, 2003 
  
 To The 
  
 Managing General Agency Agreement

 Originally Effective: January 1, 1993 
 (the “Agreement”) 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 It is understood and agreed to by the
parties that the above named Agreement shall be amended, effective as of January 1, 2003, to add authorization for the General Agent to bill dwelling fire and homeowners policies on a direct, installment basis as follows: 
  
 1. Sub-paragraph (b) of Paragraph (4) – Collection and Distribution of Funds under
Section D – General Agent’s Authority shall be replaced in its entirety as of the effective date of this Amendment and shall read as follows: 
  

	 	“(d)	Agency and Direct Billing. If the net premium on a policy written under this Agreement is not collected in full when written, the General Agent is authorized to bill and
collect premiums as follows: all policies written under this Agreement may be billed and collected on an Agency basis in full, and designated lines of insurance (defined as private passenger automobile insurance, dwelling fire insurance and
homeowners insurance) written under this Agreement may be billed and collected on a direct, installment basis according to its approved underwriting guidelines. The General Agent is authorized to retain, but only on those premiums due and remitted
to the Company, commissions at the rate(s) specified in Section C. Compensation. Since direct, installment billing is authorized under this Agreement, the General Agent shall continue to account for and report all premiums written on direct billed
policies, whether billed or not, and shall exercise due diligence in the billing and collection of such premiums in order to avoid providing coverage without receipt of premium.” 

  










 Amendment No. 8 to the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 All other terms and conditions shall remain otherwise unchanged. 
  
 This Amendment No. 8 to the Managing General Agency Agreement shall be executed and effective
as of January 1, 2003. 
  

									
	 	 	 	 	 REPUBLIC LLOYDS

	 ATTEST:
	 	 	 	 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	 /s/ John K. Hall
	 	 	 	By:	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	Its:	 	 Vice President

			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

				
	/s/ [ILLEGIBLE]	 	 	 	By:	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	Its:	 	 Vice President


  









 ADDENDUM A 
  
 The basis for this Addendum is Quota Share Reinsurance Agreement Number R093-50. effective January 1, 1993, (“the Quota Share
Agreement”). 
  

					
	 A.1   
	  	Premium Volume	  	 
			
	 	  	Maximum Annual Premium	  	$[**]

  

					
	 A.2   
	  	Territory	  	 
			
	 	  	Texas, Alabama, Louisiana	  	 

  

					
	 A.3   
	  	Policy Term	  	 
			
	 	  	Maximum Policy Term	  	12 Months
			
	 A.4   
	  	Schedule of Business	  	 

  
 The General Agent
shall be allowed to withhold commission at the Provisional Commission percentage and earn commission at the Minimum Commission rate as set forth in the Quota Share Agreement. 
  
 The General Agent Shall pay the Company each month: 
  

	 	a.	Front Fees of [**] on net written premiums and policy fees 

  

	 	b.	Premium Taxes equal to 1.75% of net written premiums and policy fees as set forth by the Texas Department of Insurance or pursuant to any federal, state or local law or regulation
effective now or in the future. 

  

												
	 Line of Business

	  	Commission

	 	 	Policy

	 	 	 Limit Warranties


	  	Provisional

	 	 	Minimum

	 	 	 
	Casualty	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Combined Single Limit Per Policy
					
	Property	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Per Risk
					
	Commercial Auto Physical Damage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Combination Tractor Trailer
					
	Terminal Coverage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Location

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









	A.5	Profit Commissions 

  
 The Company agrees that any profit commission(s) which may become due, as set forth in the Quota Share Agreement shall be the property of the General
Agent, provided the General Agent in not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from
the reinsurers. 
  
 This Addendum shall become effective at 12:01 a.m. Central
Standard Time, January 1,1993, and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. In
the event of termination, this Addendum will continue to cover all policies coming within it’s scope. 
  

									
	 ATTEST:
	 	 	 	 INSURED LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY
 REPUBLIC VANGUARD INSURANCE COMPANY

				
	 /s/ Shaun R. Archie
	 	 	 	 By:
	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	 Its:
	 	 Vice President

			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY
				
	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	 Vice President


  









  
 ADDENDUM A

 Amendment No. 1 
  
 The basis for this Addendum is Quota Share Reinsurance Agreement Number R090-50. effective January 1, 1994, (“the Quota Share Agreement”). 
  

					
	 A.1   
	  	Premium Volume	  	 
			
	 	  	Maximum Annual Premium	  	$[**]

  

					
	 A.2   
	  	Territory	  	 
			
	 	  	Texas, Alabama, Louisiana	  	 

  

					
	 A.3   
	  	Policy Term	  	 
			
	 	  	Maximum Policy Term	  	12 Months
			
	 A.4   
	  	Schedule of Business	  	 

  
 The General Agent
shall be allowed to withhold commission at the Provisional Commission percentage and earn commission at the Minimum Commission rate as set forth in the Quota Share Agreement, 
  
 The General Agent Shall pay the Company each month: 
  

	 	a.	Front Fees of [**] on net written premiums and policy fees 

  

	 	b.	Premium Taxes equal to 1.75% of net written premiums and policy fees as set forth by the Texas Department of Insurance or pursuant to any federal, state or local law or regulation
effective now or in the future. 

  

												
	 Line of Business

	  	Commission

	 	 	Policy

	 	 	 Limit Warranties


	  	Provisional

	 	 	Minimum

	 	 	 
	Casualty	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Combined Single Limit Per Policy
					
	Property	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Per Risk
					
	Commercial Auto Physical Damage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Combination Tractor Trailer
					
	Terminal Coverage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Location

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









	A.5	Profit Commissions 

  
 The Company agrees that any profit commission(s) which may become due, as set forth in the Quota Share Agreement shall be the property of the General
Agent, provided the General Agent in not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from
the reinsurers. 
  
 This Addendum shall become effective at 12:01 a.m. Central
Standard Time, January 1,1994, and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. In
the event of termination, this Addendum will continue to cover all policies coming within it’s scope. 
  

									
	 ATTEST:
	 	 	 	 INSURED LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY
 REPUBLIC VANGUARD INSURANCE COMPANY

				
	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	 /s/ John E. Fulton

					
	 	 	 	 	 	 	 Its:
	 	 
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY
				
	/s/ [ILLEGIBLE]	 	 	 	 By:
	 	 /s/ [ILLEGIBLE]

					
	 	 	 	 	 	 	 Its:
	 	 Vice President


  









  
 ADDENDUM A

 Amendment No. 2 
  
 The basis for this Addendum is Quota Share Reinsurance Agreement Number R18600-50, effective January 1, 1995, (“the Quota Share Agreement”). 

 

					
	 A.1   
	  	Premium Volume	  	 
			
	 	  	Maximum Annual Premium	  	$[**]

  

					
	 A.2   
	  	Territory	  	 
			
	 	  	Texas, Alabama, Louisiana, Colorado	  	 

  

					
	 A.3   
	  	Policy Term	  	 
			
	 	  	Maximum Policy Term	  	12 Months
			
	 A.4   
	  	Schedule of Business	  	 

  
 The General Agent
shall be allowed to withhold commission at the Provisional Commission percentage and earn commission at the Minimum Commission rate as set forth in the Quota Share Agreement. 
  
 The General Agent Shall pay the Company each month: 
  

	 	a.	Front Fees of [**] on net written premiums and policy fees 

  

	 	b.	Premium Taxes equal to 1.75% of net written premiums and policy fees as set forth by the Texas Department of Insurance or pursuant to any federal, state or local law or regulation
effective now or in the future. 

  

												
	 Line of Business

	  	Commission

	 	 	Policy

	 	 	 Limit Warranties


	  	Provisional

	 	 	Minimum

	 	 	 
	Casualty	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Combined Single Limit Per Policy
					
	Property	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Per Risk
					
	Commercial Auto Physical Damage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Combination Tractor
					
	Terminal Coverage	  	[**]	%	 	[**]	%	 	[**]	%	 	$[**] Any One Location

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









	A.5	Profit Commissions 

  
 The Company agrees that any profit commission(s) which may become due, as set forth in the Quota Share Agreement shall be the property of the General
Agent, provided the General Agent in not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from
the reinsurers. 
  
 This Addendum shall become effective at 12:01 a.m. Central
Standard Time, January 1, 1995, and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. In
the event of termination, this Addendum will continue to cover all policies coming within it’s scope. 
  

									
	 ATTEST:
	 	 	 	 INSURED LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY
 REPUBLIC VANGUARD INSURANCE COMPANY

					
	 	 	    /s/  [ILLEGIBLE]	 	 	 	 By:
	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	    Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY
					
	 	 	    /s/  [ILLEGIBLE]	 	 	 	 By:
	 	    /s/  [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	    Vice President

  









  
 Amendment No. 3

 Effective: July 1, 1996 
  
 To 
  
 Addendum A 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993

  
 Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter
the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”) 
  
 This Amendment No. 3 to Addendum A is effective as of July 1, 1996 for all new and renewal business written under the above named Managing General Agency
Agreement. The basis for this Amendment No. 3 to Addendum A of this Managing General Agency Agreement is the Quota Share Reinsurance Agreement, originally effective July 1, 1996, (referred to by number 13-96-0100 or “the Quota Share
Agreement”). The particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas, Louisiana 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 10 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II),
	  	 
		
	 •      Comprehensive Personal Liability and Section II of Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	 $[**] Per Occurrence

	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other
classes.

	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 3 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle
or Any One Tractor/Trailer Combination

  

	 	b.	The General Agent shall be allowed to withhold commission at the Minimum/Provisional Commission percentage rate ([**]) times net written premiums [(**)] for all lines noted above
and as set forth in the Quota Share Agreement; and 

  

	 	c.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written; and 

  

	 	d.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future; and 

  

	 	e.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the Quota Share Agreement, shall be the property of the General Agent
provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from the
reinsurers. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 3 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	A.6.	Effective Date 

  
 This Amendment No. 3 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, July 1, 1996, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

									
	 ATTEST:
	 	 	 	 INSURED LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN
INSURANCE COMPANY

					
	 	 	/s/  Kathy Campbell	 	 	 	 By:
	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	    Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
					
	 	 	/s/  [ILLEGIBLE]	 	 	 	 By:
	 	    /s/  [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	    Vice President

  









 Amendment No. 4 
 Effective: December 15, 1996 
  
 To 
  
 Addendum A 
 Of The 
 Managing General Agency
Agreement 
 Originally Effective: January 1, 1993 
  

Entered Into By 
  
 And Between 
  
 Insured Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 (hereinafter the “General Agent”)

  
 This Amendment No. 4 to Addendum A is effective as of December 15, 1996
for all new and renewal business written under the above named Managing General Agency Agreement. The basis for this Amendment No. 4 to Addendum A of this Managing General Agency Agreement is the Quota Share Reinsurance Agreement, as amended from
time to time, originally effective July 1, 1996, (referred to by number 13-96-0100 or “the Quota Share Agreement”). The particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas, Louisiana 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 4 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
		
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other
classes.

		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 4 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	 $[**] Any One Vehicle
 or Any One Tractor/Trailer Combination

		
	 •      Garage Liability (owned vehicles)
	  	$[**] Any One Vehicle

  

	 	b.	The General Agent shall be allowed to withhold commission at the Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines noted above and
as set forth in the Quota Share Agreement; and 

  

	 	c.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written; and 

  

	 	d.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future; and 

  

	 	e.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 4 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the Quota Share Agreement, shall be the property of the General Agent
provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from the
reinsurers. 
  

	6.	Effective Date 

  
 This Amendment No. 4 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, December 15, 1996, for all new and renewal business from
that point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments
to Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

									
	 ATTEST:
	 	 	 	 INSURED LLOYDS
 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	     /s/  Kathy Campbell
	 	 	 	 By:
	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	     Vice President

			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.

				
	     /s/  [ILLEGIBLE]
	 	 	 	 By:
	 	    /s/  [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	     Vice President


  









 Amendment No. 5 
 Effective: January 1, 1998 
  
 To 
  
 Addendum A 
 Of The 
 Managing General Agency
Agreement 
 Originally Effective: January 1, 1993 
  

Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 
 Republic-Vanguard Insurance Company, And Southern Insurance
Company 
 (hereinafter the “Company”) 
  

And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter the “General Agent”) 
  
 This Amendment No. 5 to Addendum A is effective as of January 1, 1998 for all new and renewal business written under the above named Managing General Agency
Agreement. The basis for this Amendment No. 5 to Addendum A of this Managing General Agency Agreement is the Quota Share Reinsurance Agreement, as amended from time to time, originally effective January 1, 1998, (referred to by number 13-98-0243 or
“the Quota Share Agreement”). The particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 5 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other
classes.

	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 5 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] CSL
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
		
	 	  	$[**] Per Occurrence
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle or Any One Tractor /Trailer Combination
		
	 •      Garage Liability (owned vehicles)
	  	$[**] CSL

  

	 	b.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the Quota Share Agreement; and 

  

	 	c.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts; and 

  

	 	d.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written; and 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 5 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	e.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on all net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future; and 

  

	 	f.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the Quota Share Agreement, shall be the property of the General Agent
provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received such from the
reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 5 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, January 1, 1998, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 5 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	ATTEST:	 	 	 	REPUBLIC LLOYDS
	 	 	 	 	SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
	 	 	 	 	REPUBLIC-VANGUARD INSURANCE COMPANY
	 	 	 	 	SOUTHERN INSURANCE COMPANY
				
	 	 	 	 	By:	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	Its:	 	     Vice President


  

									
	ATTEST:	 	 	 	TEXAS GENERAL AGENCY, INC.
	 	 	 	 	GREAT PLAINS SPECIAL RISK
				
	    /s/  [ILLEGIBLE]	 	 	 	By:	 	    /s/  [ILLEGIBLE]
			
	 	 	Its:	 	     Vice President


  









 Amendment No. 6 
 Effective: January 1, 1999 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 6 to Addendum A is effective
as of January 1, 1999 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 6 to Addendum A of this Managing General
Agency Agreement is the All Lines Quota Share Reinsurance Agreement, as amended from time to time, originally effective January 1, 1998, (referred to as “the All Lines Quota Share Agreement”). The particulars of this amendment are as
follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 6 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	 $[**] Per Occurrence

		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.

	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 6 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle or Any One Tractor/Trailer Combination
		
	 •      Garage Liability (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Agreement are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Agreement. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 6 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on all net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Agreement, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 6 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, January 1, 1999, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 6 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	ATTEST:	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY REPUBLIC-VANGUARD INSURANCE COMPANY SOUTHERN INSURANCE COMPANY

				
	    /s/  Kathy Campbell	 	 	 	By:	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	     Vice President

			
	ATTEST:	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS
SPECIAL RISK

				
	    /s/  Janice Alexander	 	 	 	By:	 	    /s/  [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	     Vice President


  









 Amendment No. 7 
 Effective: January 1, 2000 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 7 to Addendum A is effective
as of January 1, 2000 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 7 to Addendum A of this Managing General
Agency Agreement is the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2000, (referred to as “the All Lines Quota Share Contract”). The particulars of this amendment are as
follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 7 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.

	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 7 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle or Any One Tractor/Trailer Combination
		
	 •      Garage Liability (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Contract are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Contract. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 7 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on all net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Contract, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 7 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, January 1, 2000, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 7 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	 ATTEST:
	 	 	 	REPUBLIC LLOYDS
	 	 	 	 	SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
	 	 	 	 	REPUBLIC-VANGUARD INSURANCE COMPANY
	 	 	 	 	SOUTHERN INSURANCE COMPANY
				
	    /s/  Kathy Campbell	 	 	 	By:	 	    /s/  John E. Fulton
					
	 	 	 	 	 	 	 Its:
	 	        Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
	 	 	 	 	GREAT PLAINS SPECIAL RISK
				
	    /s/  Janice Alexander	 	 	 	By:	 	    /s/  [ILLEGIBLE]
					
	 	 	 	 	 	 	 Its:
	 	        Vice President

  









 Amendment No. 8 
 Effective: January 1, 2001 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 8 to Addendum A is effective
as of January 1, 2001 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 8 to Addendum A of this Managing General
Agency Agreement is the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2000, (referred to as “the All Lines Quota Share Contract”). The particulars of this amendment are as
follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**], not including policy fees. 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 8 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.

	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 8 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle or Any One Tractor/Trailer Combination
		
	 •      Garage Liability (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Contract are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Contract. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 8 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees of [**] on all net written premiums [**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Contract, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 8 to Addendum A shall become effective at 12:01 a.m. Central Standard Time, January 1, 2001, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within
it’s scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 8 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	ATTEST:	 	 	 	REPUBLIC LLOYDS
	 	 	 	 	SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
	 	 	 	 	REPUBLIC-VANGUARD INSURANCE COMPANY
	 	 	 	 	SOUTHERN INSURANCE COMPANY
				
	/s/ Kathy Campbell	 	 	 	By:	 	/s/ John E. Fulton
					
	 	 	 	 	 	 	Its:	 	Vice President
			
	ATTEST:	 	 	 	TEXAS GENERAL AGENCY, INC.
	 	 	 	 	GREAT PLAINS SPECIAL RISK
				
	/s/ Janice Alexander	 	 	 	By:	 	/s/ [ILLEGIBLE]
					
	 	 	 	 	 	 	Its:	 	Vice President

  









 Amendment No. 9 
 Effective: January 1, 2002 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 9 to Addendum A is effective
as of January 1, 2002 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 9 to Addendum A of this Managing General
Agency Agreement is the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2000, (referred to as “the All Lines Quota Share Contract”). The particulars of this amendment are as
follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**], not including policy fees. 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 9 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
		
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Per Policy
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	$[**] Per Occurrence
		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
	
	 •      Commercial Automobile Liability:

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.


  
 (In addition,
Uninsured/Underinsured Motorist coverage at the same limit.) 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 9 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
	
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	$[**] Per Occurrence
		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle
or Any One Tractor/Trailer
Combination
		
	 •      Garage Liability (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Contract are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Contract. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

  


 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 9 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees on all net written premiums [**], as follows: 

  

	 	•	 	[**] on net written premiums from $[**], plus 

  

	 	•	 	[**] on net written premiums from $[**], plus 

  

	 	•	 	[**] on net written premiums in excess of $[**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Contract, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 9 to Addendum A shall become effective at 12:01 a.m. Central Time, January 1, 2002, for all new and renewal business from that point on
and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to Addendum A
shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within it’s
scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 9 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	ATTEST:	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN
INSURANCE COMPANY

				
	/s/ John K. Hall	 	 	 	 By:
	 	/s/ John E. Fulton
				
	 	 	 	 	 Its:
	 	 

  

									
	ATTEST:	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS
SPECIAL RISK

				
	 	 	 	 	 By:
	 	/s/ [ILLEGIBLE]
				
	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 10 
 Effective: January 1, 2003 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 10 to Addendum A is
effective as of January 1, 2003 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 10 to Addendum A of this
Managing General Agency Agreement is the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2003, (referred to as “the All Lines Quota Share Contract”). The particulars of this
amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**], not including policy fees. 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 10 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Each Occurrence,
		
	 	  	$[**] Aggregate
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	 $[**] Per Occurrence

		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 10 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  

  

			
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	 $[**] Per Occurrence

		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	$[**] Any One Vehicle or Any One Tractor/Trailer Combination
		
	 •      Dealers Open Lot (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Contract are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Contract. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate [**] times net policy fees written. 

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 10 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees on all net written premiums [**], as follows: 


	 	•	 	[**] on net written premiums from $[**], plus 


	 	•	 	[**] on net written premiums from $[**], plus 


	 	•	 	[**] on net written premiums in excess of $[**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Contract, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 10 to Addendum A shall become effective at 12:01 a.m. Central Time, January 1, 2003, for all new and renewal business from that point
on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to Addendum
A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within it’s
scope. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 10 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	ATTEST:	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL
INSURANCE COMPANY REPUBLIC-VANGUARD INSURANCE COMPANY SOUTHERN INSURANCE COMPANY

				
	/s/    John K. Hall        	 	 	 	By:	 	/s/    John E. Fulton        
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	ATTEST:	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS
SPECIAL RISK

				
	/s/    [ILLEGIBLE]        	 	 	 	By:	 	/s/    [ILLEGIBLE]        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 11 
 Effective: July 1, 2003 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Amendment No. 11 to Addendum A is
effective as of July 1, 2003 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 11 to Addendum A of this Managing
General Agency Agreement is the July 1, 2003 Addendum to the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2003, (referred to as “the All Lines Quota Share Contract”). The
particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] not including policy fees. 
  

	A.2.	Territory 

  
 Texas, Louisiana, Missouri, Illinois 
  

	A.3.	Policy Term 

 Policy term shall not exceed 12 months

  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 11 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The lines of business and maximum original policy limits of liability for which the General Agent shall have authorization to bind the Company shall be as follows or so deemed:


  

			
	 •      Fire, Allied Lines and Commercial Property
	  	$[**] Per Risk
		
	 •      Glass
	  	$[**] Per Risk
		
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Inland Marine
	  	$[**] Per Risk
		
	 •      Comprehensive Personal Liability
	  	$[**] Per Risk
		
	 •      General Liability
	  	$[**] Each Occurrence,
		
	 	  	$[**] Aggregate
		
	 •      Liquor Liability
	  	$[**] Per Policy
		
	 •      Mobile Homeowners/Homeowners (Section II), Comprehensive Personal Liability and Section II of
Commercial Package Policies
	  	$[**] Per Occurrence
		
	 •      Private Passenger Automobile Liability:
	  	 
		
	 •      Bodily Injury Liability
	  	$[**] Per Person/
	 	  	 $[**] Per Occurrence

		
	 •      Property Damage Liability
	  	$[**] Per Occurrence
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Commercial Automobile Liability:
	  	 
	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects taxis, rental cars
and vehicles used in “fast food” delivery.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects sand and gravel
hauler, dump trucks (unless incidental to businesses not normally involved in dump operations), wreckers and buses (not used in Public Livery), redi-mix, bulk oil haulers and vacuum trucks.

	
	 •      $[**] Combined Single Limit, each occurrence or so deemed as respects all other classes
not specified above.


  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 11 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


			
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)

		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garage Liability
	  	$[**] CSL
		
	 (In addition, Uninsured/Underinsured Motorist coverage at the same limit.)
	  	 
		
	 •      Medical Payments
	  	$[**]
		
	 •      Personal Injury Protection
	  	$[**]
		
	 •      Garagekeepers’ Legal Liability
	  	$[**] Any One Vehicle
		
	 •      Automobile Physical Damage as respects:
	  	 
		
	 •      Private Passenger Automobile
	  	$[**] Any One Vehicle
		
	 •      Auto Rental Reimbursement
	  	$[**] Per Day/
	 	  	 $[**] Per Occurrence

		
	 •      Towing and Labor
	  	$[**] Per Occurrence
		
	 •      Commercial Automobile
	  	 $[**] Any One Vehicle or Any One Tractor/Trailer Combination

		
	 •      Dealers Open Lot (owned vehicles)
	  	$[**] CSL

  

	 	b.	The Private Passenger Automobile Liability business shall not exceed [**] of the annual written premium subject to this Addendum. 

  

	 	c.	All classes and lines of business excluded under the All Lines Quota Share Contract are not authorized to be written under this Agreement. 

  

	 	d.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the All Lines Quota Share Contract. 

  

	 	e.	The General Agent shall be allowed to withhold commission at the facultative Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] reinsured under
facultative contracts for all lines noted above and as set forth in the various facultative reinsurance contracts. 

  

  


 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 11 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 4 
  


	 	f.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

	 	g.	The General Agent shall pay the Company each month: 

  

	 	1.	Company fees on all net written premiums [**], as follows: 

  

	 	•	 	[**] on net written premiums from $[**], plus 

  

	 	•	 	[**] on net written premiums from $[**], plus 

  

	 	•	 	[**] on net written premiums in excess of $[**], plus 

  

	 	2.	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	 	h.	The General Agent shall be solely responsible for and pay to the applicable surplus lines stamping office the required fees and taxes due on surplus lines business as directed by
such stamping office or regulatory body. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the All Lines Quota Share Contract, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 11 to Addendum A shall become effective at 12:01 a.m. Central Time, July 1, 2003, for all new and renewal business from that point on
and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to Addendum A
shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within it’s
scope. 
  

  


 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 11 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 5 
  


									
	 ATTEST:
	 	 	 	REPUBLIC LLOYDS
	 	 	 	 	SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
	 	 	 	 	REPUBLIC-VANGUARD INSURANCE COMPANY
	 	 	 	 	SOUTHERN INSURANCE COMPANY
				
	/s/    Kathy Campbell        	 	 	 	By:	 	/s/    John E. Fulton        
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	 ATTEST:
	 	 	 	TEXAS GENERAL AGENCY, INC.
	 	 	 	 	GREAT PLAINS SPECIAL RISK
				
	/s/    [ILLEGIBLE]        	 	 	 	By:	 	/s/    [ILLEGIBLE]        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 12 
 Effective: January 1, 2004 
  
 To 
  
 Addendum A 
 (the “All Lines Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc.

 Great Plains Special Risk 
 (hereinafter the “General Agent”) 
  
 This Amendment No. 12 to
Addendum A is effective as of January 1, 2004 for all new and renewal business written under the above named Managing General Agency Agreement under the “All Lines Program”. The basis for this Amendment No. 12 to Addendum A
of this Managing General Agency Agreement is the January 1, 2004 Addendum to the All Lines Quota Share Reinsurance Contract, as amended from time to time, originally effective January 1, 2003, (referred to as “the All Lines Quota Share
Contract”). 
  
 The annual premium volume maximum shown in Section A.1. of
Amendment No. 11 to Addendum A has been increased from $[**] to $[**], not including policy fees. 
  
 All other terms and conditions of Amendment No. 11 to Addendum A shall be incorporated into this Amendment No. 12 and they shall remain otherwise unchanged for policies issued or renewed on or after January 1,
2004. 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 12 to Addendum A of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  

 This Amendment No. 12 to Addendum A shall become effective at 12:01 a.m. Central Time, January 1, 2004, for all new
and renewal business from that point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency
Agreement. All prior amendments to Addendum A shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to
cover all policies coming within it’s scope. 
  

									
	 ATTEST:
	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	/s/    Kathy Campbell        	 	 	 	 By:
	 	/s/    John E. Fulton        
					
	 	 	 	 	 	 	 Its:
	 	Vice President
			
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

				
	/s/    [ILLEGIBLE]        	 	 	 	 By:
	 	/s/    [ILLEGIBLE]        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Addendum B 
 (the “Special Property Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By

  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc. 
 Great Plains Special Risk 
 (hereinafter
the “General Agent”) 
  
 This Addendum B is effective as of January
1, 1999 for all new and renewal business written under the above named Managing General Agency Agreement under the “Special Property Program”. The basis for this Addendum B of this Managing General Agency Agreement is the
Property Quota Share Reinsurance Agreement, as amended from time to time, originally effective January 1, 1999, (referred to as “the Property Quota Share Agreement”). The particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment B of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The General Agent shall have authorization to bind the Company in accordance with the current terms and restrictions of the Property Quota Share Agreement, which is as follows:


  

	 	(1)	Lines of Business and Maximum Original Policy Limits: 

  

			
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Homeowners (Section II), Comprehensive Personal Liability
	  	$[**] Per Risk

  

	 	(2)	Aggregate Exposure Caps (to be reported by the General Agent within 30 days after the end of each calendar quarter): 

  

			
	 Harris County (Houston)
	  	$[**]
	 Houston Metroplex
	  	$[**]
	 Dallas/Ft. Worth Metroplex
	  	$[**]
	 Tarrant/Dallas County
	  	$[**]
	 First Tier
	  	$[**]
	 Galveston/Brazoria Counties
	  	$[**]

  

	 	b.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the Property Quota Share Agreement. 

  

	 	c.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

	 	d.	The General Agent shall pay the Company each month: 

  

	 	(1)	Company fees of [**] on all net written premiums [**], plus 

  

	 	(2)	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the Property Quota Share Agreement, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become 

  

  


 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Addendum B of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  

 
due shall not be payable to the General Agent until the Company has received such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Addendum B shall become effective at 12:01 a.m. Central Standard Time, January 1, 1999, for all new and renewal business from that point on and shall
remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to Addendum A shall run
off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum A will continue to cover all policies coming within it’s scope.

  

									
	 ATTEST:
	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	/s/    Kathy Campbell        	 	 	 	 By:
	 	/s/    John E. Fulton        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  

									
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

				
	/s/    [ILLEGIBLE]        	 	 	 	 By:
	 	/s/    [ILLEGIBLE]        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  









 Amendment No. 1 
 Effective April 1, 2001 
  
 To 
  
 Addendum B 
 (the “Special Property Program”) 
 Of The 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
  
 Entered Into By 
  
 And Between 
  
 Republic Lloyds, Southern County Mutual Insurance Company, 

Republic-Vanguard Insurance Company, And Southern Insurance Company 
 (hereinafter the “Company”) 
  
 And 
  
 Texas General Agency, Inc.

 Great Plains Special Risk 
 (hereinafter the “General Agent”) 
  
 This Amendment No. 1 to
Addendum B is effective as of April 1, 2001 for all new and renewal business written under the above named Managing General Agency Agreement under the “Special Property Program”. The basis for this Amendment No. 1 to Addendum
B of this Managing General Agency Agreement is the Property Quota Share Reinsurance Agreement, as amended from time to time, originally effective January 1, 1999, and last amended as of April 1, 2001 (referred to as “the Property Quota Share
Agreement”). The particulars of this amendment are as follows: 
  

	A.1.	Premium Volume 

  
 Annual premium volume shall not exceed $[**] 
  

	A.2.	Territory 

  
 Texas 
  

	A.3.	Policy Term 

  
 Policy term shall not exceed 12 months 
  

 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 1 to Addendum B of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 2 
  


	A.4.	Schedule of Business and Commissions 

  

	 	a.	The General Agent shall have authorization to bind the Company in accordance with the current terms and restrictions of the Property Quota Share Agreement, which is as follows:


  

	 	(1)	Lines of Business and Maximum Original Policy Limits: 

  

			
	 •      Low Value Dwelling/Homeowners and Mobile Homeowners
	  	$[**] (Building Only)
		
	 •      Homeowners (Section II), Comprehensive Personal Liability
	  	$[**] Per Risk

  

	 	(2)	Aggregate Exposure Caps (to be reported by the General Agent within 30 days after the end of each calendar quarter): 

  

			
	 Harris County (Houston)
	  	$[**]
	 Houston Metroplex
	  	$[**]
	 Dallas/Ft. Worth Metroplex
	  	$[**]
	 Tarrant/Dallas County
	  	$[**]
	 First Tier
	  	$[**]
	 Galveston/Brazoria Counties
	  	$[**]

  

	 	b.	The General Agent shall be allowed to withhold commission at the quota share Minimum/Provisional Commission percentage rate ([**]) times net written premiums [**] for all lines
noted above and as set forth in the Property Quota Share Agreement. 

  

	 	c.	The General Agent shall be allowed to withhold policy fee commissions at the Policy Fee Commissions rate ([**]) times net policy fees written. 

  

	 	d.	The General Agent shall pay the Company each month: 

  

	 	(1)	Company fees of [**] on all net written premiums [**], plus 

  

	 	(2)	Actual premium taxes due on policies written on an admitted basis, estimated to be equal to one and three-fourths percent (1.75%) of net written premiums and policy fees, as set
forth by the applicable Department of Insurance or pursuant to any federal, state or local law or regulation effective now or in the future. 

  

  


 [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









 Amendment No. 1 to Addendum B of the 
 Managing General Agency Agreement 
 Originally Effective: January 1, 1993 
 Page 3 
  


	A.5.	Profit Commissions 

  
 The Company agrees that any profit commissions which may become due, as set forth in the Property Quota Share Agreement, shall be the property of the
General Agent provided the General Agent is not in default of the Managing General Agency Agreement. The General Agent agrees that any profit commissions that may become due shall not be payable to the General Agent until the Company has received
such from the reinsurers. 
  

	A.6.	Effective Date 

  
 This Amendment No. 1 to Addendum B shall become effective at 12:01 a.m. Central Standard Time, April 1, 2001, for all new and renewal business from that
point on and shall remain in full force and effect until replaced by a subsequent Addendum mutually agreed upon by both parties or terminated as provided in paragraph “J” of the Managing General Agency Agreement. All prior amendments to
Addendum B shall run off with the business in force at the effective date of termination or replacement of that amendment according to such amendment. In the event of termination, this Addendum B will continue to cover all policies coming within
it’s scope. 
  

									
	 ATTEST:
	 	 	 	 REPUBLIC LLOYDS
 SOUTHERN COUNTY MUTUAL INSURANCE COMPANY
 REPUBLIC-VANGUARD INSURANCE COMPANY
 SOUTHERN INSURANCE COMPANY

				
	/s/    Kathy Campbell        	 	 	 	 By:
	 	/s/    John E. Fulton        
					
	 	 	 	 	 	 	 Its:
	 	Vice President

  

									
	 ATTEST:
	 	 	 	 TEXAS GENERAL AGENCY, INC.
 GREAT PLAINS SPECIAL RISK

				
	/s/    [ILLEGIBLE]        	 	 	 	 By:
	 	/s/    [ILLEGIBLE]        
					
	 	 	 	 	 	 	 Its:
	 	Vice President