Exhibit 10.10.1
AMENDMENT TO PROGRAM ADMINISTRATOR AGREEMENT
WHEREAS, the Parties to the Program Administrator Agreement ("Agreement"), which
was effective as of October 1, 2004, have determined that the Agreement requires
certain amendments as indicated below; and
WHEREAS, the Parties have mutually agreed that the Agreement be amended pursuant
to Section XVI;
NOW THEREFORE, the Parties hereby agree as follows:
1. The opening paragraph of the Agreement, listing the parties to the
Agreement, is deleted in its entirety and replaced as follows:
"This Program Administrator Agreement ("Agreement") is effective as of
October 1, 2004 (the "Effective Date") between American Professional
Agency, Inc., the ("Program Administrator"), Darwin Professional
Underwriters Inc. ("the Company"), and Darwin National Assurance Company,
Platte River Insurance Company, and Darwin Select Insurance Company. The
parties hereto hereby agree as follows:"
2. Section XI, paragraph (B) of the Agreement, governing Termination, is
deleted in its entirety and replaced as follows:
"B. Either party shall have the right to terminate this Agreement by
written notice to the other party specifying the effective date of
such termination, which shall be not less than 180 days thereafter.
Provided, however, that in the event that the Company maintains access
for the Program Administrator to writing companies whose paper is
rated "A-" or better by A.M. Best, and has complied with the
obligations of this Agreement, the Program Administrator will not
terminate the Agreement and enter into a similar agreement with
another entity substantially covering the business formerly covered by
the Agreement without offering the Company the opportunity to match
the financial terms proposed in the agreement with the other."
3. Section XIV, Notices, shall be amended to replace the address for Darwin
Professional Underwriters, Inc., shown therein, as follows:
Darwin Professional Underwriters, Inc.
0 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000.
4. Appendix A of the Agreement is deleted in its entirety and replaced with
the attached.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the
Program Administrator Agreement on this 10th day of January 2006.
Darwin Professional Underwriters Inc. American Professional Agency, Inc.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Darwin National Assurance Company Platte River Insurance Company
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Darwin Select Insurance Company
By: /s/ Xxxxxxx X. Xxxxx
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