Sales Agency Agreement

MICOA/SCW SALES AGENCY AGREEMENT
(MEDICAL PROFESSIONAL LIABILITY - MICHIGAN ONLY)
JANUARY 1, 2000


This Agreement is made between Mutual Insurance Corporation of America, a Michigan corporation ("MICOA"), and SCW Agency Group, Inc., a Michigan corporation ("SCW" or "Agent").


RECITALS


1. MICOA is engaged in the business of providing insurance, including the
types of professional liability insurance listed on the attached Commission
Schedule; and,


2. SCW is engaged in the business of insurance sales as a licensed Michigan
insurance agent.


NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth herein, the parties agree as follows:


A. AUTHORITY AND RESPONSIBILITY OF AGENT


Subject to the requirements imposed by law, the underwriting rules and
procedures of MICOA, and the terms of this Agreement, MICOA confirms the
appointment of SCW as a nonexclusive professional liability sales agent in
the State of Michigan, for those types of professional liability insurance
listed on the attached Commission Schedule. SCW's duties include the
following:


1. Solicitation, receipt, and transmittal to MICOA of proposals for
insurance contracts of the types specified on the attached Commission
Schedule, and assistance in marketing these insurance products.


2. Production and delivery of certificates of insurance and written
binders in accordance with MICOA underwriting requirements. SCW is not
authorized to accept or bind any risk or to otherwise obligate MICOA
without specific authority from MICOA.


3. The usual and customary services, including marketing services, of an
agent on policies placed with MICOA subject to the following:


- MICOA will not be responsible for Agent's expenses related to
Michigan sales, including but not limited to salaries, benefits,
bonuses, rent, transportation, employee hire or solicitor's fees,
postage, telephone, advertising, licensing fees or any other
expenses unless agreed upon in writing. 2


4. To promptly report all claims and losses of which Agent has knowledge,
and properly notify MICOA when Agent receives notice of the
commencement of any related legal action. Agent shall refrain from
admitting or denying liability on the part of MICOA in connection with
any claim or lawsuit.


5. Appoint subagents to distribute MICOA's products and services as
appropriate in the State of Michigan, provided that such appointments
are done with prior notice to MICOA and upon appointment by MICOA as a
licensed agent. Agent shall oversee the activities of any subagents
appointed by it and shall apprise MICOA of the names, addresses and
duration of any appointments activated by Agent. Agent shall instruct
and oversee any subagents so as to assure compliance with the terms
and requirements of this Agreement. The following three agencies have
already been appointed by MICOA as subagents:


- City Insurance Agency, Inc., Marquette, Michigan
- Domzalski Agency, St. Clair Shores, Michigan
- Fawcett-Dopke Agency, Inc., Traverse City, Michigan
- Insurance by Burley, Petoskey, Michigan
- Korotkin, Schlesinger & Associates, Inc., Southfield,
Michigan


The terms of the agreements with the subagents will govern the
compensation paid to the subagents. If MICOA has agreed or does agree
in writing, in connection with a subagency agreement, to pay SCW at a
different commission rate than is provided herein, or to make other
payments in relation to a subagent (including but not limited to
payments upon termination of the subagency relationship), then those
payment terms will remain effective in connection with that subagency
agreement. Except as otherwise agreed to by MICOA in connection with a
subagency agreement, SCW will be responsible for compensating the
subagents from the commissions SCW receives pursuant to this
Agreement.


B. COMMISSIONS


1. Commissions shall be paid to SCW by MICOA in accordance with the
attached Commission Schedule of June 26, 1999, which is hereby
reiterated and incorporated by attachment; and which in pertinent part
reconfirms 1999 commissions, the Production Bonus Schedule and the
Three Year Schedule of Commissions(1). The Three Year Agency
Commission Schedule and Production Bonus Schedule (Incentive Plan) are
attached. The Incentive Plan is subject to annual change at MICOA's
sole discretion. All other aspects of the June 26, 1999 renewal
document


- --------------------


(1) The reference contained on page 2 of the 6/26/99 document to
Paragraph G of this Agreement shall be deemed changed to Paragraph H.


2 3


shall remain in force during the effectiveness of this Agreement
unless otherwise agreed in writing by the Parties. Commissions may be
revised by mutual agreement between the parties, or by MICOA after
giving Agent 120 days' advance notice of the proposed changes and
effective date. Any return commission otherwise due MICOA under this
Agreement will be calculated at the rate initially applicable.


2. Commissions on premiums shall be paid to Agent by the 15th of the
month following the month in which such premiums are received and
recorded by MICOA, subject to deduction of any return commissions due
from the Agent.


3. For production purposes, new business shall be defined as all new
policies or policies where there is a break in continuous coverage of
at least one day. Extended discovery period (tails) will be treated as
renewal premium.


4. Commissions on policies of less than one year will not be annualized,
but rather will be paid for the actual policy period.


5. Agent agrees to return commissions on policy cancellations or
reductions at the same rate at which such commissions were originally
paid. The payment of commissions by MICOA to Agent is contingent upon
Agent being legally licensed. Any revocation or cancellation of
Agent's license is grounds for nonpayment of commissions.


C. MICOA BILLED POLICIES


For professional liability business covered by the attached Commission
Schedule which is placed with MICOA and billed directly to the
policyholder, the following shall apply:


1. The processing and submittal of all such business shall be subject to
provisions outlined in MICOA's written requirements and forms as they
may be implemented from time to time.


2. If Agent receives any premium payments, Agent shall submit the
appropriate premium to MICOA without deduction of commission.


3. Agent's name shall appear on all policies, premium notices,
endorsements, and cancellation notices to policyholders. Copies of all
such items sent to policyholders shall be sent at the same time to the
Agent.


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4. MICOA will provide Agent a monthly accounting of all transactions
using industry standards, including name, policy number, effective
date, premium and commission.


5. MICOA will furnish Agent with a list of all policies which are due to
renew, at least 90 days in advance of expiration. Such list will also
include current premium and a schedule of all credits or debits
currently applied to the policy, as well as any proposed changes to
the renewal policy.


D. POLICY CANCELLATION


Cancellation of any policy in force, when requested by the Agent, will be
honored by MICOA, except for those policies MICOA is not otherwise
permitted to cancel.


E. NONEXCLUSIVE APPOINTMENT OF AGENT


MICOA may appoint other agents to sell its professional liability products
in Michigan. SCW is accordingly a nonexclusive agent for MICOA. Agent also
agrees not to sell or sign a contract to sell any professional liability
products offered in competition with MICOA in Michigan by any other carrier
without the written consent of MICOA, except as specifically provided in
this paragraph. SCW agrees to submit all covered professional liability
risks to MICOA for MICOA's underwriting evaluation and policy premium
quotation. If MICOA declines a risk or MICOA's premium quotation is
significantly higher than that quoted by another insurance company, then
SCW, following consultation with MICOA, may place the risk with that other
insurance company. SCW agrees that MICOA may review placements made by SCW
with other insurance carriers on a quarterly basis.


MICOA Agrees to continue its practice of not accepting agent of record
letters or their equivalent regarding any Michigan professional liability
business.. Nor will MICOA provide that such business written by SCW or any
other agent be transferred from the writing agency by MICOA. All such MICOA
business written by SCW shall remain with SCW, unless otherwise agreed by
SCW in writing.
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