Exhibit 10.37**NORTH POINTE INSURANCE COMPANY****MANAGING GENERAL AGENCY AGREEMENT**     THIS AGREEMENT is made on July 1, 2006 between **North Pointe Insurance Company**, aMichigan insurance corporation, of 28819 Franklin Road, Southfield, MI 48034 (“Company”)and **South Pointe Financial Services, Inc.**, a Michigan corporation, of 10199 Southside Blvd., Suite200, Jacksonville, FL 32256-0757 (“South Pointe”).     In consideration of the terms of this document and any Addenda to this document (collectively,“Agreement”), and pursuant to South Pointe’s request that the Company’s underwriting facilities bemade available to South Pointe for the placement of insurance, the parties agree:**APPOINTMENT AND AUTHORITY**     1. The Company appoints South Pointe as its managing general agent, granting it authority andthe power to solicit, receive, accept, bind, decline, countersign, and endorse insurance on thoselines of insurance and classes of risk identified on the attached Commission Addendum, andgenerally with all powers and authority necessary to conduct a managing general agency for theCompany. South Pointe will not delegate this authority to any other person without the Company’sexpress written authorization. This appointment is not exclusive and the Company may appointgeneral agents and retail agents in the same state(s).     2. The policies solicited by South Pointe or its sub-agents and written by the Company inthese lines are referred to in this Agreement as the “Policies.” The primary insured under aPolicy is a “Policyholder.”     3. South Pointe will act on the Company’s behalf only pursuant to the authority that thisAgreement grants and the underwriting guidelines (including rules, regulations and rate manuals)and other written directives that the Company furnishes to South Pointe. The Company may amendthese guidelines and directives at any time.     4. South Pointe may market the Company’s insurance products both directly to potentialPolicyholders and through sub-agents, who will be deemed agents of South Pointe for purposes ofcarrying out this Agreement’s terms. The Company retains the right to pre-qualify any suchsub-agents.     5. The Company grants South Pointe the authority to bind commercial risks.     6. South Pointe is authorized to adjust, compromise and settle claims.**ACCEPTANCE OF APPOINTMENT**     7. South Pointe accepts this appointment, agreeing to perform faithfully its duties to thebest of its knowledge, skill, and judgment.**COMMISSIONS**     8. The Company will pay South Pointe commissions in accordance with the attachedCommission Addendum (“Commissions”). The commissions fully compensate South Pointe for itsservices under this Agreement.     9. During this Agreement’s term and after its cancellation, South Pointe will refund to theCompany unearned Commissions caused by Policy cancellations or reductions at the same rate
 

 
at which the Commissions were retained by or paid to South Pointe. South Pointe will pay anysuch refund within 10 days after the Company’s written notice to South Pointe.     10. The Company may revise this Agreement’s Commission rates by giving not less than 60 dayswritten notice to South Pointe. Such a change shall not effect Commissions on premiums writtenbefore the effective date stated in the written notice.     11. Uncollectible premiums arising from additional amounts due on particular Policies as aresult of adjustable exposures or audits may be turned back to the Company for direct collectionand South Pointe shall not be responsible for such premium provided:          (a) South Pointe has made every reasonable effort to obtain and retain an adequate depositpremium; and          (b) South Pointe has billed for and made at least three attempts (including original billing)to collect the additional premium; and          (c) South Pointe notifies the Company not less than 45 days and no more than 60 days after themonth in which South Pointe issued the audit endorsement and provides to the Company proof of itsthree attempts to collect along with proof of two attempts by its subproducer to collect theadditional premium due.     12. No Commission will be paid on items turned over to the Company for collection, unlesssubsequently collected by South Pointe.**PREMIUMS AND ACCOUNTING**     13. South Pointe guarantees payment of all monies due to the Company on Policies written underthis Agreement, whether or not collected by South Pointe. The Company must specifically authorizein writing any flat cancellations of policies or coverage bound or issued.     14. The Policies will be billed under the terms of the Company Billed PoliciesAddendum signed by the parties.     15. Any premiums, taxes and fees collected by South Pointe on the Policies notwithstanding theterms of the Company Billed Policies Addendum are the Company’s property, and will be heldby South Pointe in a fiduciary capacity in trust for Company until delivered to the Company. Thekeeping of an account with South Pointe on Company’s behalf, as a creditor and debtor account, isdeclared a record memorandum of business transacted, and neither such keeping of account noralteration in commission amount, nor failure to enforce prompt remittance, compromise, settlement,declaration of balance of account nor suspension or cancellation of this South Pointe Agreementshall be held to waive assertion of the fiduciary relationship as to premiums collected by SouthPointe. South Pointe will retain the income from any such funds it holds in trust for the Company.The right of South Pointe or any other person to receive Commissions shall at all times besubordinate to the Company’s right to offset or apply Commissions, including Profit SharingCommissions (as may be defined in any Profit Sharing / Contingency Commission Addendumattached to this Agreement), against any indebtedness of South Pointe to the Company. This rightof offset shall also apply against any liability incurred by the Company to any person by reason ofany negligent or unauthorized acts committed by South Pointe.     16. South Pointe will maintain a complete record of all transactions involving the Company andthe Policyholders, including records of all Policies, endorsements and modifications issued by theCompany, billing and accounting transactions and notices of all claims or occurrences
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representing potential claims. These accounting and underwriting records will be subject toinspection or audit by the Company at any reasonable time during this Agreement’s term and for 3years after its termination.     17. The Company’s policy on checks returned for non-sufficient funds (“NSF”) is:          (a) If a Policyholder makes a down payment on a renewal policy with an NSF check, the Companywill flat cancel the Policy. If a Policyholder makes an installment payment on a Policy in effectwith an NSF check, the Company will cancel the Policy at the date of earned equity.          (b) If South Pointe makes a down payment or an installment payment on a Policy in effect withan NSF check, the Company will re-deposit the check one time. If the check is returned a secondtime, the Company will flat cancel the Policy if the check was for a down payment and cancel at thedate of the earned equity if the check was for an installment premium. Further, if South Pointemakes a payment to the Company with an NSF check, its authority under this Agreement will besuspended until the Company is reimbursed the amount of the NSF check plus any related bankcharges.          (c) If a Policyholder makes a premium or other payment on a Policy to South Pointe by an NSFcheck and South Pointe has sent an agency check to the Company on that Policy, South Pointe mustnotify the Company about the NSF check in writing within 30 days of the Policy’s effective date andsend the Company a copy of both sides of the NSF. When the Company receives the notice and thecheck copy, the Company will flat cancel the Policy if the check was for a down payment and cancelat the date of the earned equity if the check was for an installment premium. South Pointe mustdeliver both a timely notice and the check copy in order to be reimbursed from the return premium.**INDEPENDENT CONTRACTOR STATUS**     18. The parties’ intent as stated in this Agreement is best served when South Pointe is anindependent contractor for all purposes. As an independent contractor, South Pointe has the rightto exercise independent judgment as to time, place and manner of soliciting insurance applications,servicing Policyholders, and otherwise carrying out this Agreement’s provisions. Furthermore,South Pointe will pay all expenses in connection with its South Pointe and has no authority toincur any indebtedness on behalf of Company.     19. This agency appointment is not exclusive. South Pointe is an independent insuranceagency. South Pointe may represent other insurance companies and the Company may appoint otherinsurance agents.**NOTIFICATION TO THE COMPANY**     20. South Pointe will forward to the Company copies of all binders, policies, certificates,renewals and endorsements issued by South Pointe, and will otherwise notify Company of allliability accepted within 10 days following the effective date of the liability or change.     21. Any risk that South Pointe submits to the Company for approval because South Pointe doesnot have the authority to bind or quote that risk by this Agreement or the Company’s UnderwritingGuide or underwriting program, and which the Company approves for quote, must be reported to theCompany the same day that South Pointe binds that risk.     22. South Pointe will report to the Company all actual and potential claims on a Policy. Thisreport will be made in writing no later than the end of the business day following the day that
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South Pointe receives notice of the claim, regardless of how the notice is obtained orreceived. South Pointe will forward to the Company immediately all proofs of loss, notice-of-claimletters, summons and complaint and other legal papers or documents relating to such a claim.**OWNERSHIP OF EXPIRATIONS**     23. If, upon cancellation of this Agreement, South Pointe has promptly accounted for and paidto the Company all premiums and other monies and securities collected or held for or on behalf ofCompany for which South Pointe may be liable, and South Pointe is not otherwise in default of thisAgreement, then the records of South Pointe and the use and control of expirations shall remain theproperty of South Pointe. Otherwise, the right and title to the records and the use and control ofownership of expirations shall be vested in the Company for sale, use or disposal as it deems fitto reduce the amount of indebtedness. To this end, South Pointe grants the Company a securityinterest in the Policies’ expirations.     24. Regardless of who owns control of the expirations, the parties recognize that thePolicyholder, who pays the premium, ultimately decides who services and underwrites theirinsurance. Therefore, despite the language regarding the property rights and the expiration datesof Policies, the decision of the Policyholder reflects the ultimate proprietary interest ofexpirations.**TERMINATION AND SUSPENSION**     25. This Agreement will terminate if at least one of the following occurs:          (a) The Company ceases to write insurance in the state(s) identified in the preamble.          (b) A party gives 60 days’ advance written notice to the other, without assigning cause.          (c) Automatically if any public authority cancels, suspends or declines to renew SouthPointe’s license or Certificate of Authority, written notice of which South Pointe must give to theCompany by the end of the business day following the date of the act in question.          (d) Automatically on the effective date of sale, transfer, or merger of South Pointe’sbusiness, unless the Company has agreed to appoint the successor as its general agent as providedin this Agreement.          (e) Automatically upon attachment of South Pointe’s business, records or accounts pursuant toany order of court or regulatory official.          (f) Automatically if any federal or state insolvency proceeding is started by or againsteither party, which proceeding is not dismissed within 30 days of its filing.          (g) Immediately upon either party giving written notice to the other in the event ofabandonment, fraud, or gross and willful misconduct on the part of such other party.          (h) Upon South Pointe’s default in its payment or performance obligations under thisAgreement, in which case the Company may immediately terminate this Agreement without notice and berelieved of any further obligation to the South Pointe.     26. On the occurrence of Items (c) through (h), the Company has the option of immediatelysuspending all or any part of the authority given to South Pointe under this Agreement,
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instead of terminating the Agreement. The Company will notify General Agent of any suchsuspension in writing. General Agent’s authority under this Agreement then will be subject to theterms of the notice of suspension. The decision to suspend rather than terminate this Agreement isin the Company’s sole discretion. The right to exercise this alternative does not affect theCompany’s right to terminate this Agreement. Suspension is not a pre-requisite for termination.     27. Any unused policies, certificates, endorsements or binders, and other unused suppliedcontaining the Company’s name and/or logo trademark, shall remain the Company’s property and shallbe accounted for and surrendered by South Pointe to Company on demand.**SOUTH POINTE’S OBLIGATIONS AFTER TERMINATION**     28. If upon this Agreement’s termination, South Pointe is entitled to the ownership, use andcontrol of expirations, the Company at South Pointe’s election will continue outstanding insurancein force until the normal expirations of such insurance subject to the following:          (a) The Company reserves all of its rights to cancel Policies continued in force fornon-payment of premium or for underwriting reasons.          (b) South Pointe shall continue to service the outstanding Policies, process non-renewalnotices and endorse the Policies.          (c) With respect only to the servicing of Policies continued in force after the termination ofthis Agreement, South Pointe shall continue to be the Company’s recognized representative, subjectto all of this Agreement’s provisions, except that South Pointe shall not, without the Company’sprior approval, increase or extend the term or condition of any Policies.          (d) All premiums are promptly accounted for and paid to the Company by South Pointe.          (e) The Policyholder has the ultimate right to decide who writes their insurance.**INDEMNIFICATION**     29. The Company will indemnify South Pointe against liability, including the cost of defenseand settlements, imposed by law for damages sustained by Policyholders and caused by the Company’sacts or omissions, provided South Pointe has not caused or contributed to such liability by any actor omission. South Pointe will notify the Company promptly of any claim or suit against SouthPointe and cooperate and participate with Company in any investigation, settlement or defense ofthe claim or suit.     30. South Pointe will indemnify the Company for any damages resulting directly or indirectlyfrom South Pointe’s negligence, acts or omissions, any violations of any insurance law or insurancedepartment regulation and/or breach of South Pointe’s obligations under this Agreement. TheCompany will notify South Pointe promptly of any claim or suit against the Company and cooperateand participate with South Pointe in any investigation, settlement or defense of the claim or suit.     31. South Pointe will maintain the following kinds of insurance in at least the amountindicated and provide proof of such coverage upon request by the Company:         Comprehensive General Liability $500,000/occurrence    Professional Errors and Omissions $1,000,000/each claim and in the aggregate  
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**GENERAL PROVISIONS**     32. The Company shall not be responsible for expenses incurred by South Pointe, whether onSouth Pointe or the Company’s behalf, unless previously authorized by the Company in writing.     33. If there is a conflict between this document and any Addendum to this document, theAddendum will govern.     34. Where local usage or insurance law uses terms such as “producer” or “broker” instead of“agent” this Agreement is to be read so as to substitute the local usage term without other changein the express or implied meaning of its terms.     35. South Pointe shall not broadcast, publish or distribute any advertising materials or othermatters, including marks or logos, referring to the Company or to the Company’s Policies orcontracts of insurance, without first securing written approval from an officer of the Company.     36. The Company alone may revise this Agreement after it gives South Pointe no less than 60days advance written notice describing the revision and its effective date. In the interest ofproper recordation, but not as a condition to the effectiveness of the revision, the parties willconfirm in writing and sign any revision of the Agreement.     37. The Company may immediately discontinue any product line described in this Agreementwithout liability to South Pointe. The discontinuance of any product line will not by itselfresult in a termination or suspension of this Agreement.     38. Upon suspension of South Pointe’s authority or termination of this Agreement, the Companymay, at its sole discretion, seek to collect premiums directly from any producing agency or fromthe insured.     39. South Pointe will notify the Company in writing of its intent to sell, merge or otherwisetransfer all or part ownership of its insurance agency or its interest in the Policy expirations.This notice will be given as soon as practicable but not less than 30 days prior to the effectivedate of any such proposed transaction. At its sole discretion, the Company may assign thisAgreement to the successor, enter into a new Agency Agreement with the successor, or terminate thisAgreement.     40. South Pointe may not assign this Agreement without the Company’s express written consent.     41. If the Company finds it necessary to perform any duty that this Agreement otherwiseimposes on South Pointe, or by course of conduct to continue to service the outstanding contractsof insurance, South Pointe shall be liable for all of the Company’s reasonable resulting costs,including attorney fees.     42. Any of South Pointe’s individual stockholders who are also its officers jointly andseverally guarantee all of General Agent’s payment and performance obligations under thisAgreement.     43. There are no promises, agreements, or understandings between the parties other than thosecontained in this Agreement. This Agreement supercedes all prior agreements between the parties.This Agreement can only be amended in writing signed by an officer of each party.
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     44. Notices under this Agreement shall be given by delivering or mailing a copy to the partyentitled to notice. Notice by mail shall be deemed sufficiently given when mailed by certifiedmail, postage prepaid, addressed to a party at its last known address.     45. South Pointe shall comply with all applicable laws or regulations of the state(s) in whichit may operate with respect to the procurement and placement of insurance and shall provide theappointing authority in each state with all required filings, affidavits, and reports.     46. General Agent will collect and to pay all premium taxes or other required taxes or feesrelating to any Policy that may become due any taxing authority within the boundaries of any stateor commonwealth.     47. If any dispute or disagreement shall arise in connection with any interpretation of thisAgreement, its performance or nonperformance, or the figures or calculations used, the partiesshall make every effort to meet informally and settle such dispute in good faith. However, if thisfails to resolve the dispute, then the differences shall be submitted for arbitration to threedisinterested executive officers of property and casualty insurance companies incorporated in theUnited States, one to be chosen by Company, one by South Pointe, and the third by the two sochosen. A decision of the majority of the three shall in each case be final. The arbitratorsshall be required to decide matters submitted to them upon the customs and usages of the businessin a spirit of equity rather than of technicalities or legal requirements. Each party shall paythe expense of its own arbitrator and 50% of the expense of the third arbitrator. Unless otherwiseagreed by the parties, arbitration shall be conducted in Southfield, Michigan. No arbitration isrequired with respect to Premiums due the Company and the Company can proceed with civil actionwithout arbitration.     48. If a conflict exists as to which general agency is authorized to represent an existing orprospective Policyholder with respect to a Policy, the Policyholder’s written statement designatingtheir agent and the Company’s general agency shall control.     49. The Company reserves the right to directly cancel any Policy or binder at any time. TheCompany shall notify South Pointe in writing of any such cancellation.     50. It is South Pointe’s sole responsibility to notify the insured of Policy expiration andsend notice of nonrenewal when the law requires such a notice.     51. Upon request by the Company, South Pointe shall submit to South Pointe a financialstatement of condition.     52. Michigan law governs this Agreement.     53. Federal and state financial services privacy laws govern how the parties must protect theprivacy of current and potential Policyholders’ personal nonpublic information. The Company’s“Privacy Policy” is attached to this Agreement. The Company, South Pointe and all of SouthPointe’s sub-agents will each handle this personal nonpublic information with the standard of careand confidentiality described in the Privacy Policy, and in compliance with applicable law. SouthPointe and all of South Pointe’s sub-agents will follow the Privacy Policy in all of its actions onthe Company’s behalf. When South Pointe or one of South Pointe’s sub-agents acts at the Company’srequest concerning a current or potential Policyholder, that party will deal only with thirdparties that comply with these privacy laws in the way in which they handle this personal nonpublicinformation. Neither South Pointe nor any of its sub-agents will share personal nonpublicinformation about the Company’s Policyholders with any third person
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     54. Upon request by the Company, South Pointe shall sign a UCC financing statement reflectingthe Company’s security interest in the expirations.                   **NORTH POINTE INSURANCE COMPANY**                     By:                            B. Matthew Petcoff  Dated:  2006      President                     **SOUTH POINTE FINANCIAL SERVICES, INC.**                     By:                            John H. Berry  Dated:  2006      Treasurer  
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**COMMISSION ADDENDUM**     This Addendum is part of and amends the terms of the **Managing General Agency Agreement**(“MGA Agreement”) between **North Pointe Insurance Company**(“Company”) and **South Pointe FinancialServices, Inc.**(“South Pointe”). Capitalized terms have the same definitions as are found in theMGA Agreement.     Unless otherwise determined by the Company on an individual risk basis, the Company will paySouth Pointe the following Commission rates:       **Rate** All commercial lines business produced through Amelia Underwriters,or its subagents 25%       These commissions apply to business developed by South Pointe and its subagents. South Pointewill retain this commission net of the commission paid to its subagents. Business produced by theCompany’s own direct agents is not governed by this Agreement.                   **NORTH POINTE INSURANCE COMPANY**                     By:                            B. Matthew Petcoff  Dated:  2006      President                     **SOUTH POINTE FINANCIAL SERVICES, INC.**                     By:                            John H. Berry  Dated:  2006      Treasurer  
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**COMPANY BILLED POLICIES ADDENDUM**     This Addendum is part of and amends the terms of the **Managing General Agency Agreement**(“MGA Agreement”) between **North Pointe Insurance Company**(“Company”) and **South Pointe FinancialServices, Inc.**(“South Pointe”). Capitalized terms have the same definitions as are found in theMGA Agreement.     1. The Company will bill Policyholders for premiums on their Policies on a direct-bill basis.     2. South Pointe’s name will be displayed on all Company billings, renewal policies and renewalcertificates, in type no smaller than produced by Company’s data processing equipment.     3. The Company will send South Pointe copies of all bills, underwriting requests,recommendations, audits, cancellation notices and other written communications that it sends to theinsured.     4. The Company will prepare itemized Commission Statements in accordance with Company records,which will be sent to South Pointe on a monthly basis.     5. The balance due shown in a Commission Statement will be paid to South Pointe not later than30 days following the date the statement was prepared.     6. Omission of any item(s) from a monthly statement will not relieve either party of theresponsibility to account for and pay all amounts due the other, nor will it prejudice the right ofeither party to collect all such amounts due from the other.     7. If the Company uses records relating to the Policies, including names of Policyholders andexpiration dates, for purposes of soliciting the sale of other insurance products or services,South Pointe will be entitled to a reasonable commission or fee, where permitted by law, on anyresulting sales.     8. If this Agreement terminates, provided South Pointe is entitled to the Policies’expirations and records pursuant to the MGA Agreement, the Company will notify all Company billedPolicyholders at least 30 days prior to renewal date of its intent not to renew their policies, andwill furnish South Pointe a record of in-force billed Policies, including expiration dates andpolicy numbers.         **NORTH POINTE INSURANCE COMPANY**           By:          B.Matthew Petcoff, President           **SOUTH POINTE FINANCIAL SERVICES, INC.**           By:          JohnH. Berry, Treasurer  
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