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Replacement Carrier Agreement

REPLACEMENT CARRIER AGREEMENT

This Replacement Carrier Agreement (Agreement) is entered into as of the 6^th day of May 2005 (the Effective Date) by Hartford Fire Insurance Company, Hartford Casualty Insurance Company, and Twin City Fire Insurance Company (collectively Hartford), property and casualty insurance companies with offices at Hartford Plaza, Hartford, Connecticut, 06115 and Proformance Insurance Company, (Proformance) a New Jersey domestic property and casualty insurance company with offices at 4 Paragon Way, Freehold, New Jersey 07728.

WHEREAS, the parties desire to enter into a replacement carrier agreement pursuant to which Hartford will transfer to Proformance the obligations of Hartford to offer renewals, the Renewal Rights (as defined herein) on the New Jersey Personal Business (as defined herein) as of the Nonrenewal Date (as defined herein) and Proformance will acquire the Renewal Rights in exchange for consideration and fees set forth herein; and

WHEREAS, the parties acknowledge that they must obtain the approval of the Commissioner of Banking and Insurance of the State of New Jersey (Commissioner) for the transaction set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements set forth, the parties hereto agree as follows:

I. Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

A. AARP Business shall mean any homeowners insurance, dwelling fire insurance, or personal excess liability insurance policies which Hartford presently writes or will write in the future arising out of or relating to Hartfords present or future direct response marketing programs or relationships with AARP Services, Inc.

B. Closing shall mean the closing of the transaction contemplated by this Agreement.

C. Closing Date shall mean the later of May 27, 2005 or the date on which all conditions to the obligations of the parties to close the transactions provided for in Section VI have been satisfied.

D. New Jersey Personal Business shall mean any independent agency-produced policies issued by Hartford for risks located in New Jersey with respect to the following lines of business:

1. Homeowners insurance;

2. Dwelling fire insurance; or

3. Personal excess liability insurance

For the avoidance of doubt, New Jersey Personal Business does not include the AARP Business.

E. Nonrenewal Date shall mean the effective date set forth in the initial notices of nonrenewal of the New Jersey Personal Business as shall be agreed by Hartford and Proformance. Hartford and Proformance acknowledge and agree that the Non-Renewal Date shall be no earlier than one-hundred and twenty (120) days after the Closing Date unless an earlier date is agreed to in writing by each of Hartford and Proformance.

F. Nonrenewal Period shall mean the one-year period commencing on the Nonrenewal Date and ending on the first anniversary of the Nonrenewal Date.

G. Person shall mean any individual, company, corporation, estate, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or other entity.

H. Qualifying Insured shall mean any policyholder that held any policy that is part of the New Jersey Personal Business as of the Closing Date.

I. Renewal Rights shall mean Hartfords right and obligation to solicit and issue renewals of the New Jersey Personal Business.

J. Prior Business shall mean the New Jersey Personal Business issued prior to the Nonrenewal Date and all endorsements issued on such business prior to and during the Nonrenewal Period.

K. Renewed Business shall mean the New Jersey Personal Business policies renewed or required to be renewed by Proformance under this Agreement or any other New Jersey homeowners, dwelling fire or personal umbrella excess liability insurance policies issued by Proformance to a Qualifying Insured. For the purpose of this Agreement policies renewed or issued by Proformance shall include, without limitation, any policies that are issued or renewed by:

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