Exhibit 10.60
AMENDMENT TO PROGRAM ADMINISTRATOR AGREEMENTS
---------------------------------------------
This AMENDMENT TO PROGRAM ADMINISTRATOR AGREEMENTS is made and entered into
as of March 6, 2002, by and between the Professional Programs Division of Xxxxx
& Xxxxx, Inc., a Florida corporation ("PA"), on the one hand, and SCPIE
Indemnity Company, a California corporation ("SCPIE Indemnity"), and American
Healthcare Indemnity Company, a Delaware corporation ("AHI"), on the other hand.
SCPIE Indemnity and AHI are hereinafter collectively referred to as "Insurers."
RECITALS
--------
A. PA and AHI are parties to a Program Administrator Agreement dated as of
January 1, 1998, under which AHI acts as underwriter for the PA Physicians'
Protector Plan in a number of states, including principally the states of
Florida, Georgia and Connecticut (the "1998 Agreement"). PA and SCPIE Indemnity
and AHI are parties to a Program Administrator Agreement dated as of January 1,
2000, under which Insurers are underwriters of the PA Professional Protector
Plan for Dentists in the states of California and Texas (the "2000 Agreement").
B. PA and Insurers desire to mutually terminate their relationship under
the 1998 Agreement and the 2000 Agreement on or before March 6, 2003, on the
terms and conditions hereinafter set forth.
AGREEMENT
---------
1. Termination. The 1998 Agreement and the 2000 Agreement are each
-----------
terminated as if prior written notice were given by each party to the other
party on the date hereof pursuant to Section 9.2 of each Agreement. The mutually
agreed date of termination of each Agreement is March 6, 2003 (the "Termination
Date"). The restrictions on competitive activities of Insurers contained in the
second paragraph of Section 9.7 of each agreement shall apply and be binding on
Insurers.
2. Waiver of Automatic Termination Provisions. PA and Insurers hereby agree
------------------------------------------
that the 2000 Agreement is not terminated pursuant to Section 9.4(iii) thereof
by reason of the downgrade of the A.M. Best rating of Insurers below "A-."
3. Conduct of PA Prior to Termination Date. Prior to the Termination Date,
---------------------------------------
PA will attempt to identify and reach agreement with an insurer or insurers to
replace Insurers under the 1998 Agreement and the 2000 Agreement on or before
the Termination Date. PA will otherwise conduct its activities under the 1998
Agreement and the 2000 Agreement in accordance with the underwriting standards
of Insurers and the provisions of those Agreements.
4. Termination Date Adjustment. Insurers hereby agree that at the request
---------------------------
of PA, Insurers will terminate either or both of the Agreements at a date or
dates prior to the
Termination Date, and will otherwise cooperate with any Insurers or Insurers
that PA may select to replace Insurer or Insurers under either Agreement.
5. Continued Effectiveness of Agreement. Except as amended by this
------------------------------------
Agreement, the 1998 Agreement and the 2000 Agreement shall remain unmodified and
in full force and effect.
IN WITNESS WHEREOF, PA, SCPIE Indemnity and AHI have caused this Amendment
to Program Administration Agreements to be executed by their fully authorized
respective officers as of the 6/th/ day of March, 2002.
XXXXX & XXXXX, INC. PROFESSIONAL
PROGRAMS DIVISION
ATTEST: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------- ----------------------------------
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Secretary President
AMERICAN HEALTHCARE INDEMNITY COMPANY
ATTEST: /s/ Xxxxxxx X. Xx BY: /s/ Xxxxxx X. Xxxxxx
----------------------------- ----------------------------------
TITLE: Sr. V.P. & CFO TITLE: Secretary
------------------------------ -------------------------------
SCPIE INDEMNITY COMPANY
ATTEST: /s/ Xxxxxxx X. Xx BY: /s/ Xxxxxx X. Xxxxxx
----------------------------- ----------------------------------
TITLE: Sr. V.P. & CFO TITLE: Secretary
------------------------------ -------------------------------
