0001047469-05-026209 Sample Contracts

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PURCHASE AGREEMENT between
Purchase Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York

The undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice President] [Chief Financial Officer/Treasurer/Assistant Treasurer], hereby certifies, pursuant to Section 6(h) of the Purchase Agreement, dated as of April 29, 2004, between AmCOMP Preferred Insurance Company (the “Company”) and Dekania CDO II, Ltd., that, as of [date], [20 ], the Company had the following ratios and balances:

INDENTURE between AMCOMP PREFERRED INSURANCE COMPANY and JPMORGAN CHASE BANK,
Indenture • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York

INDENTURE, dated as of May 26, 2004, between AMCOMP PREFERRED INSURANCE COMPANY, a stock insurance company (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of August 22, 2005, by and between AmCOMP Incorporated, a Delaware corporation with its principal office at 701 U.S. Highway One, North Palm Beach, Florida 33408 (the “Company”), and DEBRA CERRE-RUEDISILI, residing at 2764 SE Ranch Acres Circle, Jupiter, FL 33478 (the “Employee”).

Catastrophe Workers’ Compensation Reinsurance Contract Effective: January 1, 2005 issued to
Amcomp Inc /Fl • November 4th, 2005 • Fire, marine & casualty insurance
SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS SERVICE COMPANY CONTRACT (this “Agreement”) made and entered into as of the 7th day of APRIL, 1995, by and between FLORIDA ADMINISTRATORS, INC., a Florida corporation, (hereinafter referred to as “Management Company”) and COMPENSATION BENEFITS, INC., a Florida corporation, (hereinafter referred to as the “Service Company”).

LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS LOAN AGREEMENT dated as of October 12, 2000 (the “Loan Agreement”), is by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”) and AMSOUTH BANK (the “Bank”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is executed the 25th day of April, 2003, by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”), and AMSOUTH BANK (the “Bank”).

First Amendment To Reinsurance Pooling Agreement By and Between AmCOMP Preferred Insurance Company And AmCOMP Assurance Corporation December 31, 2003
Reinsurance Pooling Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This First Amendment to Reinsurance Agreement by and between AmCOMP Preferred Insurance Company (“APIC”) and AmCOMP Assurance Corporation (“AAC”) (collectively the “Pool Participants” or “Parties”, or individually a “Pool Participant” or “Party”), is made and entered into this 31st day of December, 2003.

FIRST AMENDMENT TO LEASE
Amcomp Inc /Fl • November 4th, 2005 • Fire, marine & casualty insurance

THIS FIRST AMENDMENT TO LEASE (the "First Amendment") dated November ___, 2002, is made by and between BROOKHAVEN (MAITLAND), LLC, a Delaware limited liability company KPERS REALTY HOLDING CO. #31, INC., a Kansas corporation ("Landlord"), and AMCOMP PREFERRED INSURANCE COMPANY (f.k.a. Pinnacle Assurance Corporation), A Florida corporation ("Tenant").

REINSURANCE POOLING AGREEMENT
Pooling Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT (the “Pooling Agreement”) is made and entered into this 10th day of May, 2001, by and between AmCOMP Preferred Insurance Company (“APIC”) and AmCOMP Assurance Corporation (“AAC”) for the purpose of pooling their resources and obligations.

MANAGEMENT COMPANY CONTRACT of AmCOMP ASSURANCE CORPORATION, A FLORIDA STOCK INSURANCE COMPANY
Management Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT is made and entered into effective the 16th day of December, 1997, by and between AmCOMP ASSURANCE CORPORATION, a Florida stock insurance company, (“AmCOMP”) and PINNACLE ADMINISTRATIVE COMPANY, a Florida corporation, (formerly known as FLORIDA ADMINISTRATORS, INC.) (“MANAGEMENT COMPANY”) and provides as follows:

THIRD AMENDMENT TO SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This Third Amendment to that certain Service Company Contract (hereinafter referred to as the “Agreement”) is made and entered into as of the 16th day of December, 1997, by and between Pinnacle Administrative Company (formerly known as Florida Administrators, Inc.), a Florida corporation (hereinafter referred to as the “Management Company”) and Pinnacle Benefits, Inc. (formerly known as Compensation Benefits, Inc.), a Florida corporation (hereinafter referred to as “Service Company”).

SECOND AMENDMENT TO LEASE
To Lease • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made this 25th day of May, 2004, by and between KPERS REALTY HOLDING CO. #31, INC., a Kansas corporation (“Landlord”), and AMCOMP PREFERRED INSURANCE COMPANY, a Florida corporation (“Tenant”).

AMENDMENT TO MANAGEMENT COMPANY CONTRACT
Management Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

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

AMENDED TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This Agreement is entered into this 1st day of January, 1998, by and among AmCOMP Incorporated (“Parent”), and AmCOMP Preferred Insurance Company, AmCOMP Assurance Corporation, Pinnacle Administrative Company and Pinnacle Benefits, Inc. (collectively referred to as “Subsidiaries”).

FOURTH AMENDMENT TO SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This Fourth Amendment to that certain Service Company Contract (hereinafter referred to as the “Agreement”) is made and entered into as of the lst day of January, 2000, by and between Pinnacle Administrative Company (formerly known as Florida Administrators, Inc.), a Florida corporation (hereinafter referred to as the “Management Company”) and Pinnace Benefits, Inc. (formerly known as Compensation Benefits, Inc.), a Florida corporation (hereinafter referred to as “Service Company”).

AMENDMENT TO SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

THIS AMENDMENT to that certain Service Company Contract dated April 7, 1995, is made and entered into this 26th day of January, 1996, by and between FLORIDA ADMINISTRATORS, INC., a Florida corporation, (hereinafter referred to as “Management Company”) and Compensation Benefits, Inc., a Florida corporation, (hereinafter referred to as “Service Company” as follows:

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is executed effective the 23rd day of August, 2005, by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”), and AMSOUTH BANK (the “Bank”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS SECOND AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is executed the 23rd day of April, 2004, by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”), and AMSOUTH BANK (the “Bank”).

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Standard Office Building Lease
Lease Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS LEASE AGREEMENT (sometimes hereinafter referred to as the “Lease”) made and entered into this _____ day of ____________, 2001 by and between 701 U.S. 1, INC., a Florida corporation (hereinafter called “LESSOR”), whose address for purposes hereof is 701 U.S. Highway One, North Palm Beach, Florida 33408 and AmComp Preferred InsCo., a Florida corporation, hereinafter called “LESSEE”). LESSEE’S address, for purposes hereof until commencement of the terms of this Lease, being 701 U.S. One, Suite 200, North Palm Beach, FL 33408, and thereafter being that of the “Building” (hereinafter defined), or such address as may be specified in writing by LESSEE.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY STATUTORY EXCESS OF LOSS REINSURANCE AGREEMENT P-104/99
Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance
SECOND AMENDMENT TO SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

THIS SECOND AMENDMENT to that certain Service Company Contract (hereinafter the “Agreement”) is made and entered into as of the 1st day of January, 2000, by and between PINNACLE ADMINISTRATIVE COMPANY (formerly known as Florida Administrators, Inc.), a Florida corporation (hereinafter referred to as “Management Company”) and PINNACLE BENEFITS, INC., (formerly known as Compensation Benefits, Inc.) a Florida corporation (hereinafter referred to as “Service Company”).

Lease Agreement For Office Facilities
Lease Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS LEASE AGREEMENT (the “Lease”), is made and entered into on the _________ day of ____________, 19_, between LINCOLN-300 LINCOLN PLACE, LTD., (“Landlord”), and Pinnacle Assurance Corporation. (“Tenant”).

MANAGEMENT COMPANY CONTRACT of PINNACLE ASSURANCE CORPORATION, AN ASSESSABLE MUTUAL
Management Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT is made and entered into this 7th day of April, 1995, by and between PINNACLE ASSURANCE CORPORATION, an Assessable Mutual, a Florida corporation (“PINNACLE”) and FLORIDA ADMINISTRATORS, INC., a Florida corporation, (“MANAGEMENT COMPANY”) and provides as follows:

SECOND AMENDMENT TO MANAGEMENT COMPANY CONTRACT ENTERED INTO BETWEEN FLORIDA ADMINISTRATORS, INC., AND PINNACLE ASSURANCE CORPORATION DATED APRIL 7, 1995
Management Company • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This Second Amendment to Management Company Contract is made and entered into this 1st day of January 2000, but made effective as of the 21st day of January, 2000.

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