REINSURANCE AND INDEMNITY AGREEMENT

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EXHIBIT 10.23

REINSURANCE AND INDEMNITY AGREEMENT

This Reinsurance and Indemnity Agreement ("Agreement") is entered

into as of the "Effective Date" described below. Its parties are:

UNIVERSAL FIRE & CASUALTY INSURANCE COMPANY

("Company")

and

NORTH POINTE INSURANCE COMPANY

("Reinsurer")

BACKGROUND

Company and Reinsurer are both property and casualty insurance

companies licensed in various states, and have been under common control for

several years. Only the Company is licensed in Missouri. Company's shareholders

have entered into an agreement to sell the Company. If Reinsurer is not licensed

in Missouri at the time that the Company is sold, the parties will want to enter

into an agreement in which Company cedes and Reinsurer assumes 100% of the

insurance coverages written under the "Subject Business" (as defined below), all

such risks being located in Missouri, as further described below. When Reinsurer

is licensed in Missouri, all future insurance coverages written under the

Subject Business will be written directly by Reinsurer.

This Agreement is to be considered an Indemnity Reinsurance

Agreement under IC 27-6-1.1-2.

NOW, THEREFORE, in consideration of this Agreement's terms, the

parties agree:

TERMS

1. LIABILITY OF REINSURER

1.1 Company will cede, and Reinsurer will assume 100% of the Assumed Liability

arising under or as a result of all insurance policies written by the

Company on risks located in the State of Missouri ("Subject Business").

The Subject Business includes homeowners, dwelling fire, vacancy and

commercial insurance policies. All such insurance policies issued under

the Subject Business are called the "Policies." Reinsurer's liability with

respect to each cession under this Agreement will commence obligatorily

and simultaneously with that of the Company, subject to this Agreement's

terms. Because Reinsurer does not qualify for full credit with the

Company's regulators, Reinsurer will assure that Company is given this

full credit by funding its obligations under this Agreement by a trust or

escrow arrangement with a bank of Reinsurer's choosing, which must be

acceptable to Company's regulators.

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1.2 Reinsurer will assume responsibility for all of the Assumed Liability

(including Loss, Allocated Loss Adjustment Expenses, and Extra Contractual

Obligations) for the Subject Business.

2. COMMENCEMENT

This Agreement shall take effect as of the Effective Date, and shall cover all

Policies in-force on or entered into after the Effective Date and during this

Agreement's term.

3. DEFINITIONS

3.1 "EFFECTIVE DATE" means 12:01 a.m. of the date on which North Pointe

Holdings Corporation and Reinsurer (which are Company's shareholders) sell

100% of the outstanding shares in Company to Universal Holding

Corporation.

3.2 "GROSS WRITTEN PREMIUM" means the gross premiums for the Subject Business

written by Company less cancellations and return premiums.

3.3 "LOSS" means any loss on a Policy of Subject Business, and will follow the

coverage provided by that Policy.

3.4 "ASSUMED LIABILITY" means all Loss and Allocated Loss Adjustment Expenses

payments made by or on behalf of Company with respect to the Subject

Business in settlement of claims or losses, payment of benefits, or in

satisfaction of judgments or awards (including interest where added to the

judgment), and including any "Extra Contractual Obligations." Nothing in

this definition will be construed to mean that the Assumed Liability is

not recoverable by Company until salvage, subrogation and other potential

recoveries are ascertained.

3.5 "POLICY" means all insurance policies and other contracts of insurance

entered into between an insured and Company covering the insurance

obligations of the Subject Business.

3.6 "ALLOCATED LOSS ADJUSTMENT EXPENSES" means the expenses directly allocated

to a particular claim including, but not limited to all governmental

administrative agency, alternative dispute resolution, arbitration, court

costs, fees, and expenses; fees, costs and expenses for legal services,

whether by outside or our staff counsel; photographic costs, materials,

and labor; experts' fees or costs; cost of copies of documents or records;

cost of depositions and court reporters or recorded statements and similar

fees; medical cost containment expenses; all costs and expenses incurred

in connection with a declaratory judgment action; cost of autopsies; cost

of medical examinations of a claimant to determine insured's liability, or

the degree of permanency or length of disability; and all other

compensation, fees, costs and expenses chargeable to the investigation or

defense of a claim or the investigation or

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prosecution of fraud or criminal conduct involving a claim. This

definition does not include any compensation for independent or staff

claim adjusters involved in the normal handling of a claim to determine

the cause or extent of responsibility for the injury or disease, or any

expenses required by law to be treated as a loss payment.

3.7 "PREJUDGMENT INTEREST OR DELAYED DAMAGES" means interest, forfeitures,

deposits, fines, fees, costs or damages added to an order, sanction,

settlement, verdict, award, or judgment based on the amount of time prior

to the settlement, verdict, award, or judgment whether or not made part of

the order, sanction, settlement, verdict, award, or judgment.

4. TERM AND TERMINATION

4.1 This Agreement's initial term expires at 12:01 on the anniversary of the

Effective Date. Either party has the right to terminate this Agreement

after this initial term upon six months advance written notice.

4.2 Reinsurer's obligation to assume and pay 100% of the Assumed Liability of

all Subject Business will continue if this Agreement terminates.

Notwithstanding the termination of this Agreement, its provisions shall

continue to apply to all cessions in force at the termination so that each

party's obligations under this Agreement will be fully performed. However,

upon termination, Reinsurer shall have no obligation to indemnify Company

with respect to Policies not yet entered into by Company.

5. TERRITORY

This Agreement's territorial limits will be Company's Subject Business as

written in Missouri.

6. ORIGINAL CONDITIONS

All Subject Business ceded under this Agreement will be subject to the same

rates, terms, clauses, conditions, waivers, alterations, modifications, and

interpretations, and cancellations as the respective Policies. Reinsurer shall

follow the fortunes of the Company with respect to Subject Business.

7. EXTRA CONTRACTUAL OBLIGATIONS

7.1 "Extra Contractual Obligations" are those liabilities, interest costs,

expenses and damages, including compensatory, punitive, exemplary or

consequential damages or sanctions, including all associated litigation

expenses, not covered under any other provision of this Agreement or which

arise from or relate to any type of act by Reinsurer (who, as provided

below, has exclusive responsibility for all claims related to the Subject

Business), or any failures to act of any type by Reinsurer or Reinsurer's

handling of any claim or loss under a Policy brought or asserted by an

insured, an

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assignee of an insured or a third party. By way of example, but not in

limitation, Extra Contractual Obligations include interest, costs,

expenses, liabilities and/or damages from Reinsurer's failure to settle

for any reason within the limits of a Policy, alleged or actual

negligence, fraud, or bad faith in rejecting an offer of settlement or in

preparing for trial in an action against an insured under a Policy or in

the preparation or prosecution of an appeal in such an action. Liabilities

will include losses incurred by Company on Subject Business arising from

any financial or credit risk, as defined below, and liabilities arising

from the handling of any claim or loss on the Subject Business covered by

this Agreement. The term "financial or credit risk" shall mean any cost,

expense or Loss (or Allocated Loss Adjustment Expenses) incurred by

Company (or advanced by Company to protect Company's own interests, as

determined in Company's sole discretion) on Subject Business arising as a

result of:

(a) Loss, damages or associated litigation expenses which should have

been recovera