AGENCY AGREEMENT DATED MARCH 24, 2003

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EXHIBIT 10.22

NORTH POINTE INSURANCE COMPANY

GENERAL AGENCY AGREEMENT

THIS AGREEMENT is made on April 1, 2003, between NORTH POINTE INSURANCE

COMPANY, a Michigan insurance corporation, of 28819 Franklin Road, Southfield,

MI 48034 ("Company') and INSURANCE BROKERS OF INDIANA INC., of 400 Camby Court,

PO Box 190, Greenwood, IN 46142-0190 ("General Agency'), whose Agent Code is

9N187 ("General Agency").

In consideration of the terms of this document and any Addenda to this

document (collectively, "Agreement"), and pursuant to General Agency's request

that the Company's underwriting facilities be made available to General Agency

for the placement of insurance in INDIANA, the parties agree:

APPOINTMENT AND AUTHORITY

1. The Company appoints General Agency as its general agent in the

state(s) named above, granting it authority and the power to solicit, receive,

and endorse insurance on those lines of insurance and classes of risk identified

on the attached Commission Addendum, collect premiums, and generally with all

powers and authority necessary to conduct a general agency for the Company.

General Agency will not delegate this authority to any other person without the

Company's express written authorization. This appointment is not exclusive and

the Company may appoint general agents and retail agents in the same state(s).

2. The policies solicited by General Agency or its sub-agents and written

by the Company in these lines are referred to in this Agreement as the

"Policies." The primary insured under a Policy is a "Policyholder."

3. General Agency will act on the Company's behalf only pursuant to the

authority that this Agreement grants and the underwriting guidelines (including

rules, regulations and rate manuals) and other written directives that the

Company furnishes to General Agency. The Company may amend these guidelines and

directives at any time.

4. General Agency may market the Company's insurance products both

directly to potential Policyholders and through sub-agents, who will be deemed

agents of General Agency for purposes of carrying out this Agreement's terms.

The Company retains the right to pre-qualify any such sub-agents.

5. To the extent that this Agreement grants General Agency the authority

to write personal lines of insurance, binding authority will be governed by the

terms of Binding Authority Addendum signed by the parties. General Agency is not

granted authority to bind commercial risks.

6. General Agency's authority under this Agreement does not include

adjustment, compromise or settlement of claims or the waiver of any Policy

condition in relation to claims except upon specific authority in writing from

the Company. General Agency is not authorized to respond to claims made on a

Policy. General Agency will not bind the Company to pay any claim submitted by a

Policyholder to the Company, nor represent to a Policyholder that it can respond

to a claim.

ACCEPTANCE OF APPOINTMENT

7. General Agency accepts this appointment, agreeing to perform faithfully

its duties to the best of its knowledge, skill, and judgment.

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COMMISSIONS

8. The Company will pay General Agency commissions in accordance with the

attached Commission Addendum ("Commissions"). The commissions fully compensate

General Agency for its services under this Agreement.

9. During this Agreement's term and after its cancellation, General Agency

will refund to the Company unearned Commissions caused by Policy cancellations

or reductions at the same rate at which the Commissions were retained by or paid

to General Agency. General Agency will pay any such refund within 10 days after

the Company's written notice to General Agency.

10. The Company may revise this Agreement's Commission rates by giving not

less than 60 days written notice to General Agency. Such a change shall not

affect Commissions on premiums written before the effective date stated in the

written notice.

11. Uncollectible premiums arising from additional amounts due on any

Policy that has been Agent billed as a result of adjustable exposures or audits

on policies otherwise may be turned back to the Company for direct collection

and General Agency shall not be responsible for such premium provided:

(a) General Agency has made every reasonable effort to obtain and

retain an adequate deposit premium; and

(b) General Agency has billed for and made at least three attempts

(including original billing) to collect the additional premium; and

(c) General Agency notifies the Company not less than 45 days and no

more than 60 days after the month in which General Agency issued the audit

endorsement and provides to the Company proof of its three attempts to collect

along with proof of two attempts by its subproducer to collect the additional

premium due.

12. No Commission will be paid on items turned over to the Company for

collection, unless subsequently collected by General Agency.

PREMIUMS AND ACCOUNTING

13. General Agency guarantees payment of all monies due to the Company on

Policies written under this Agreement that are not Company billed, whether or

not collected by General Agency. The Company must specifically authorize in

writing any flat cancellations of policies or coverage bound or issued.

14. Commercial lines Policies will be billed on an Agent-billed basis, as

described below. Personal lines Policies will be Company billed under the terms

of the Company Billed Policies Addendum signed by the parties.

15. Premium accounts, as shown in the Company's monthly statements, are

due and payable to the Company as rendered. Payment is due in the Company's

office 45 days from the end of the statement month. Credit for the payment of

premiums reflected in a monthly statement will not be extended for longer than

45 days from the end of the month for which the monthly statement applies. Only

the Company may waive the requirement for payment "as rendered," and then in

writing in its sole discretion.

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16. If the parties do not agree on the dollar amount owed to Company for a

Policy or in total for a monthly account statement, General Agency will pay the

full amount stated by Company. Company and General Agency will investigate the

matter and attempt to resolve any such discrepancies as quickly as reasonably

possible. If they are unable to resolve the discrepancy, the dispute may be

submitted to arbitration in accordance with this Agreement's terms.

17. All premiums, taxes and fees collected by General Agency on the

Policies are the Company's property, and will be held by General Agency in a

fiduciary capacity in trust for Company until delivered to the Company. The

keeping of an account with General Agency on Company's behalf, as a creditor and

debtor account, is declared a record memorandum of business transacted, and

neither such keeping of account nor alteration in commission amount, nor failure

to enforce prompt remittance, compromise, settlement, declaration of balance of

account nor suspension or cancellation of this General Agency Agreement shall be

held to waive assertion of the fiduciary relationship as to premiums collected

by General Agency. General Agency will retain the income from any such funds it

holds in trust for the Company. The right of General Agency or any other person

to receive Commissions shall at all times be subordinate to the Company's right

to offset or apply Commissions, against any indebtedness of General Agency to

the Company. This right of offset shall also apply against any liability

incurred by the Company to any person by reason of any negligent or unauthorized

acts committed by General Agency.

18. General Agency will maintain a complete record of all transactions

involving the Company and the Policyholders, including records of all Policies,

endorsements and modifications issued by the Company, billing and accounting

transactions and notices of all claims or occurrences representing potential

claims. These accounting and underwriting records will be subject to inspection

or audit by the Company at any reasonable time during this Agreement's term and

for 3 years after its termination.

19. The Company's policy on checks returned for non-sufficient funds

("NSF") is:

(a) If a Policyholder makes a down payment on a renewal policy with

an NSF check, the Company will flat cancel the Policy. If a Policyholder makes

an installment payment on a Policy in effect with an NSF check, the Company will

cancel the Policy at the date of earned equity.

(b) If General Agency makes a down payment or an installment payment

on a Policy in effect with an NSF check, the Company will re-deposit the check

one time. If the check is returned a second time, the Company will flat cancel

the Policy if the check was for a down payment and cancel at the date of the

earned equity if the check was for an installment premium. Further, if a General

Agency makes a payment to the Company with an NSF check, the General Agency's

authority under this Agreement will be suspended until the Company is reimbursed

the amount of the NSF check plus any related bank charges.

(c) If a Policyholder makes a premium or other payment on a Policy

to General Agency by an NSF check and General Agency has sent an agency check to

the Company on that Policy, General Agency must notify the Company about the NSF

check in writing within 30 days of the Policy's effective date and send the

Company a copy of both sides of the NSF. When the Company receives the notice

and the check copy, the Company will flat cancel the Policy if the check was for

a down payment and cancel at the date of the earned equity if the check was for

an installment premium. General Agency must deliver both a timely notice and the

check copy in order to be reimbursed from the return premium.

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INDEPENDENT CONTRACTOR STATUS

20. The parties' intent as stated in this Agreement is best served when

General Agency is an independent contractor for all purposes. As an independent

contractor, General Agency has the right to exercise independent judgment as to

time, place and manner of soliciting insurance applications, servicing

Policyholders, and otherwise carrying out this Agreement's provisions.

Furthermore, General Agency will pay all expenses in connection with its General

Agency and has no authority to incur any indebtedness on behalf of Company.

21. This agency appointment is not exclusive. General Agency is an

independent insurance agency. General Agency may represent other insurance

companies and the Company may appoint other insurance agents.

NOTIFICATION TO THE COMPANY

22. General Agency will forward to the Company copies of all binders,

policies, certificates, renewals and endorsements issued by General Agency, and

will otherwise notify Company of all liability accepted within 10 days following

the effective date of the liability or change.

23. Any risk that General Agency submits to the Company for approval

because General Agency does not have the authority to bind or quote that risk by

this Agreement or the Company's Underwriting Guide or underwriting program, and

which the Company approves for quote, must be reported to the Company the same

day that General Agency accepts the potential Policyholder's application.

24. General Agency will report to the Company all actual and potential

claims on a Policy. This report will be made in writing no later than the end of

the business day following the day that General Agency receives notice of the

claim, regardless of how the notice is obtained or received. General Agency will

forward to the Company immediately all proofs of loss, notice-of-claim letters,

summons and complaint and other legal papers or documents relating to such a

claim.

OWNERSHIP OF EXPIRATIONS

25. If, upon cancellation of this Agreement, General Agency has promptly

accounted for and paid to the Company all premiums and other monies and

securities collected or held for or on behalf of Company for which General

Agency may be liable, and General Agency is not otherwise in default of this

Agreement, then the records of General Agency and the use and control of

expirations shall remain the property of General Agency. Otherwise, the right

and title to the records and the use and control of ownership of expirations

shall be vested in the Company for sale, use or disposal as it deems fit to

reduce the amount of indebtedness. To this end, General Agency grants the

Company a security interest in the Policies' expirations.

26. Regardless of who owns control of the expirations, the parties

recognize that the Policyholder, who pays the premium, ultimately decides who

services and underwrites their insurance. Therefore, despite the language

regarding the property rights and the expiration dates of Policies, the decision

of the Policyholder reflects the ultimate proprietary interest of expirations.

TERMINATION AND SUSPENSION

27. This Agreement will terminate if at least one of the following occurs:

(a) The Company ceases to write insurance in the state(s) identified

in the preamble.