10.8 Professional And Administrative Services Agreement Between Asas And Asic D

THIS AGREEMENT, made effective as of the 1st day of January, 2009, by and between American Safety Administrative Services, Inc., a Georgia corporation (hereinafter referred to as the "Administrator"), 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 Administrator is a corporation which provides professional and administrative support services to insurance and other companies;



WHEREAS, the Company desires to retain the Administrator to provide professional and administrative support services;



WHEREAS, Administrator and the Company have agreed to enter into an Administrative Services Agreement to reflect the parties' respective rights and obligations.



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



A. Administrator Authority Granted


The Administrator has been given authority to provide to the Company for the term specified herein administrative support services and access to the broad management experience of the corporate management staff of the Administrator. Such services, listed below, shall be substantially those heretofore provided by the Administrator to the Company, including without limitation, consultation in regard to general management, financial management, human resources management, legal services, regulatory services, actuarial services, audit administration, tax research and planning, and preparation of federal and state income tax returns, preparation of statutory financial statements and similar administrative services as be necessary or appropriate from time to time; provided, however, that the Administrator will provide no services directly related to the generation of income by the Company from insurance operations.

B. Duties of the Administrator


The Administrator shall provide the following services:

1. Accounting and Financial Services such as:
(a) the maintenance of financial books and records reflecting the operations of the Company;




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(b) the preparation of monthly internal, unaudited financial statements for review and approval by the Company;
(c) the preparation of quarterly and annual statutory financial statements for filing with applicable state insurance departments;
(d) the preparation of annual budgets;
(e) the filing of premium taxes;
(f) coordinating the annual audit with outside audit firm;
(g) auditing services;
(h) actuarial services; and
(i) tax services.
2. Human Resources Management Services such as:




(a) employment life cycle administration (recruitment process outsourcing, on-boarding, administration of promotion and terminations, post-separation relationship management);




(b) training and human capital management;




(c) payroll processing and administration;




(d) talent development administration;




(e) compensation administration;




(f) workforce administration;




(g) workforce planning, sourcing and selection, rewarding and retaining, development and counseling/ compliance and performance management, redeployment and retirement, and information vendor management; and




(h) benefits administration.
3. Information Technology Management Services such as:
(a) computing infrastructure, including mainframes, distributed computing and Internet and systems integration;




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(b) software, including systems development, enterprise resource planning, software maintenance and upgrades and website development and operations; open-source software and its relationship to proprietary software and services;
(c) services, including security, disaster recovery, project management office, help desk, e-commerce website hosting and transactions processing, security management, content management and business process management;
(d) application maintenance and development;
(e) system deployment and integration; and
(f) product design.
4. Legal and Regulatory Support Services such as:
(a) transaction planning and advice;
(b) assist in evaluation and initiation of all mergers and acquisitions;




(c) litigation management;




(d) contract drafting and administration;;




(e) provide legal reports as directed for presentation to management




(f) legal research;




(g) management of outside counsel;




(h) assist with regulatory and compliance matters;




(i) review corporate agreements; and




(j) procure general liability, workers' compensation, automobile, directors and officers and property insurance coverage.


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