10.5 Amended And Restated Program MGMT Agreement Between Asis And Asic Dated 1/

THIS AGREEMENT, made effective as of the 1st day of January , 2009, by and between American Safety Insurance Services, Inc., a Georgia corporation (hereinafter referred to as the ?Program Manager"), having its principal office in Atlanta, Georgia, and American Safety Indemnity Company, an Oklahoma corporation hereinafter referred to as the "Company"), having its principal office in Atlanta, Georgia.



WITNESSETH:



WHEREAS, the Program Manager and the Company entered into a Program Management Agreement dated July 1, 2000;



WHEREAS, the Program Manager and the Company desire to amend and restate the Program Management Agreement in its entirety;



WHEREAS, the Program Manager and the Company agree that this amended and restated Program Management Agreement will replace all previous contracts and agreements, whether oral or written;



NOW THEREFORE, in consideration of their respective promises and covenants hereinafter contained, the Program Manager and the Company agree as follows:



A. Program Management Authority Granted




The Program Manager is authorized to solicit and accept applications for insurance and/or reinsurance and to bind, execute and administer the contracts of insurance and/or reinsurance on behalf of the Company, subject to the program administration rules and procedures of the Company as they may be prescribed and communicated in writing from time to time by the Company to the Program Manager. The Program Manager shall not be held responsible or liable for any losses or errors or omissions arising out of insurance or reinsurance binders, contracts or certificates issued or bound in accordance with such rules and procedures of the Company.

If the Company fails to deliver to the Program Manager written program administration rules and procedures sufficient for the Program Manager to carry out its duties under this Agreement, the Program Manager may take its own prudent actions, consistent with the Company's prior instructions to the Program Manager, in administering the affairs of the Company, and the Program Manager shall not he held liable for any losses, errors or omissions arising out of such prudent actions,



B. Duties of the Program Manager


The Program Manager shall provide the following services:



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1. Business Development Services, including:
(a) solicitation of applications of insurance and/or reinsurance, in accordance with the rules and procedures of the Company and in compliance with all applicable state insurance laws and regulations;
(b) development and implementation, in cooperation with the Company, of appropriate sales promotional materials and activities, including brochures and advertising; and
(c) participation in trade association conventions and presentation of speeches to appropriate audiences.
2. Program Administration Services, including:
(a) acceptance and processing of applications for insurance and/or reinsurance;
(b) issuance in the name of the Company, and countersigning where required, of insurance or reinsurance binders, contracts and certificates;
(c) billing and collection (exclusive of legal actions) of all premiums due to the Company on insurance or reinsurance binders, contracts and certificates and payment of such premiums, due to other parties by the Company;
(d) Payment of producing agent commissions to licensed insurance agents and brokers;
(e) issuance in the name of the Company of notices of cancellation of insurance or reinsurance binders, contracts and certificates; and


all in accordance with the written program administration rules and procedures of the Company and the terms of this Agreement.

AU premiums received by the Program Manager on behalf of the Company net of fees, commissions or other deductions authorized hereunder, shall be remitted to the Company along with a written statement summarizing such premiums and deductions within thirty days of the end of each month.

In addition, the Program Manger shall provide to the Company monthly reports summarizing its activities on behalf of the Company under this Agreement



3. Underwriting Related Services, including:




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(a) reviewing with the Company the risk profiles of all entities applying for insurance or reinsurance coverage;
(b) advising the Company regarding acceptability of risks and appropriate terms and conditions under which coverage shall be offered;
(c) reviewing with the Company all insureds on an annual basis and recommending to the Company appropriate renewal terms and conditions of coverages for each insured; and
(d) advising the Company regarding its policy forms, terms, conditions of coverage and premium rates and assisting in the implementation of same.
4. Claims Administration Services, including:
(a) receiving first reports of all claims and transmitting such reports to the persons and organizations designated by the Company to manage and adjust claims on behalf of the Company.
5. Consulting Services, including:
(a) advising on a periodic basis regarding insurance or reinsurance industry customs and practices and conveying results or summaries of insurance or coinsurance surveys, research and computations, as may be requested by the Company;
(b) periodically evaluating and reporting on the potential utilization of the Company for additional lines of insurance;
(c) periodically evaluating and reporting on the possible uses of other reinsurance arrangements by the Company; and
(d) assisting in the preparation for and attending the meetings of the Company's shareholders, directors, offi ...