Exhibit 10.15(i)
HCI AGREEMENT NO. 390
PROPERTY CATASTROPHE EXCESS OF LOSS
REINSURANCE AGREEMENT
(hereinafter referred to as "Agreement")
between
PENN-AMERICA INSURANCE COMPANY
Hatboro, Pennsylvania
(hereinafter referred to as the "Company")
and
The Subscribing Reinsurers executing
the Interests and Liabilities Agreements attached to this Agreement
(hereinafter collectively referred to as the "Reinsurers")
In consideration of the promises set forth in this Agreement, the parties agree
as follows:;
Article - SCOPE OF AGREEMENT
As a condition precedent to the Reinsurers' obligations under this
Agreement, the Company shall cede to the Reinsurers the property business
described in this Agreement, and the Reinsurers shall accept such business as
reinsurance from the Company.
This Agreement is comprised of Articles through XXII and the Exhibits
listed below. The terms of the Articles and of the Exhibits shall determine the
rights and obligations of the parties. The terms of the Articles shall apply to
each Exhibit unless specifically amended therein.
EXHIBIT A - FIRST EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
EXHIBIT B - SECOND EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
EXHIBIT C - THIRD EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
EXHIBIT D - FOURTH EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
HCI REFERENCE DMD/DME/DMF/DMG
Article II - PARTIES TO THE AGREEMENT
This Agreement is solely between the Company and the Reinsurers. When
more than one Company is named as a party to this Agreement, the first Company
named shall be the agent of the other companies as to all matters pertaining to
this Agreement. Performance of the obligations of each party under this
Agreement shall be rendered solely to the other party. However, if the Company
becomes insolvent, the liability of the Reinsurers shall be modified to the
extent set forth in the article entitled INSOLVENCY OF THE COMPANY. In no
instance shall any insured of the Company or any claimant against an insured of
the Company have any rights under this Agreement.
Article III - TERM
This Agreement shall apply to loss occurrences which commence during
the period from January 1, 1996 to December 31, 1996 both dates inclusive, at
the place of the loss occurrence.
This Agreement shall not apply to loss occurrences which commence prior
to the effective date of this Agreement and continue during any part of the term
of this Agreement. However, this Agreement shall apply to loss occurrences which
commence during and continue beyond the term of this Agreement and in the
computation of the liability of the Reinsurers the entire ultimate net loss
resulting from each such loss occurrence shall be included, subject to the
limitations set forth in paragraph (f) of the article entitled DEFINITIONS.
Article IV - DEFINITIONS
(a) Property Business
This term shall mean insurance which is classified in the NAIC form of
annual statement as fire, allied lines, inland marine, commercial
multiple peril (property coverages), and personal automobile physical
damage (excluding collision), except those lines specifically excluded
in the article entitled EXCLUSIONS, on risks wherever located in the
United States of America, its territories and possessions.
(b) Company Retention
This term shall mean the amount the Company shall retain for its own
account; however, this requirement shall be satisfied if this amount
is retained by the Company or its affiliated companies under common
management or common ownership.
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(c) Ultimate Net Loss
This term shall mean all payments by the Company of claims and losses,
within the limits of liability or amounts of insurance of the policies
of the Company, and adjustment expense, after deduction of salvage and
after deduction of amounts due from all other reinsurance, whether
collectible or not. If the Company becomes insolvent, this definition
shall be modified to the extent set forth in the article entitled
INSOLVENCY OF THE COMPANY.
(d) Adjustment Expense
This term shall mean expenditures by the Company, other than for
office expenses and for the salaries and expenses of employees of the
Company or of any subsidiary or related or wholly owned company of the
Company, made in connection with the disposition of a claim, loss, or
legal proceeding including investigation, negotiation, and legal
expenses; court costs; prejudgment interest or delayed damages; and
interest on any judgment or award.
(e) Prejudgment Interest or Delayed Damages
This term shall mean interest or damages added to a 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 settlement, verdict, award, or judgment.
(f) Loss Occurrence
This term shall mean the sum of all individual losses directly
occasioned by any one disaster, accident or loss or series of
disasters, accidents or losses arising out of one event which occurs
within the area of one state of the United States and states
contiguous thereto and to one another. However, the duration and
extent of any one loss occurrence shall be limited to all individual
losses sustained by the Company occurring during any period of 168
consecutive hours arising out of and directly occasioned by the same
event, except that the term loss occurrence shall be further defined
as follows:
(1) As regards windstorm, hail, tornado, hurricane, cyclone,
including ensuing collapse and water damage, all individual
losses sustained by the Company occurring during any period of 72
consecutive hours arising out of and directly
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occasioned by the same event. However, the event need not be
limited to one state or province or states or provinces
contiguous thereto;
(2) As regards riot, riot attending a strike, civil commotion,
vandalism and malicious mischief, all individual losses sustained
by the Company occurring during any period of 72 consecutive
hours within the area of one municipality or county and the
municipalities or counties contiguous thereto arising out of and
directly occasioned by the same event. The maximum duration of 72
consecutive hours may be extended in respect of individual losses
which occur beyond such 72 consecutive hours during the continued
occupation of an assured's premises by strikers, provided such
occupation commenced during the aforesaid period;
(3) As regards earthquake (the epicenter of which need not
necessarily be within the territorial confines referred to in the
opening paragraph of this definition) and fire following directly
occasioned by earthquake, only those individual fire losses which
commence during the period of 168 consecutive hours may be
included in the Company's loss occurrence:
(4) As regards freeze, only individual losses directly occasioned by
collapse, breakage of glass and water damage (caused by bursting
of frozen pipes and tanks) may be included in the Company's loss
occurrence.
The Company may choose the date and time when any such period of
consecutive hours commences provided that it is not earlier than the
date and time of the occurrence of the first recorded individual loss
sustained by the Company arising out of that disaster, accident or
loss and provided that only one such period of 168 consecutive hours
(or, in the case of paragraph (1) and (2) above, 72 consecutive hours)
shall apply with respect to one event.
No individual losses occasioned by an event that would be covered by
72 hour clauses may be included in any loss occurrence claimed under
the 168 hours provision.
(g) Subject Net Written Premium
This term shall mean the direct premiums written by the Company
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during the term of this Agreement on the business reinsured hereunder
after deduction of return premiums and after deduction of premiums
paid for reinsurance which inures to the benefit of the Reinsurers.
Article V - EXCLUSIONS
This Agreement shall not apply to:
(a) Reinsurance accepted by the Company other than:
(1) From its affiliates;
(2) Facultative reinsurance on a share basis of risks accepted individually
and not forming part of any agreement;
(3) Local agency reinsurance on a share basis accepted in the normal course
of business;
(b) Nuclear incident per the following clauses attached hereto:
(1) Nuclear Incident Exclusion Clause - Physical Damage
Reinsurance-U.S.A. NMA 1119;
(c) Any extra or non-contractual damages or legal fees and expense attendant to
the defense thereof, including but not limited to compensatory, exemplary
and punitive damages or fines or statutory penalties which are awarded
against the Company as a result of an act, omission, or course. of conduct
committed by or on behalf of the Company;
(d) Pools, Associations and Syndicates per the Pools, Associations and
Syndicates Exclusion Clause attached hereto;
(e) Any liability of the Company arising from its participation or membership
in any insolvency fund;
(f) Any loss or damage which is occasioned by war, including undeclared or
civil war; warlike action by a military force, including action in
hindering or defending against an actual or expected attack, by any
government, sovereign or other authority using military personnel or other
agents; or insurrection, rebellion, revolution, usurped power or action
taken by governmental authority in hindering or defending against any of
these; however,
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this exclusion shall not apply to any policy which contains a standard
war exclusion;
(g) Risks written on a layered basis, whether primary or excess of loss, or
policies written with a deductible or franchise of more than $10,000;
however, this exclusion shall not apply to policies which provide a
percentage deductible of franchise in connection with windstorm;
(h) Insurance against earthquake, except when written in conjunction with fire
and otherwise eligible perils;
(i) Insurance on growing crops;
(j) Insurance against flood, surface water, waves, tidal waves, overflow of any
body of water, or their spray, all whether driven by wind or not except
when written in conjunction with fire and otherwise eligible perils;
(k) Business classified as fidelity;
(1) liability under coverage afforded for loss or damage resulting from failure
to account or pay for any goods or merchandise sold on credit, delivered
under deferred payment agreements, consigned for sale, or delivered under
any trust or floor plan agreements, except under standard accounts
receivable policies;
(m) Any loss or damage caused by or resulting from:
(1) Explosion of steam boilers, steam pipes, steam engines or steam
turbines owned by, leased by or operated under the control of the
insured;
(2) Artificially generated electric current, including electric arcing,
that disturbs electrical devices, appliances, or wires. This exclusion
shall not apply to ensuing loss by fire not otherwise excluded;
(3) Mechanical breakdown, including rupture or bursting caused by
centrifugal force;
(n) Mortgage impairment insurance and similar kinds of insurance, howsoever
styled, providing coverage to an insured with respect to its mortgagee
interest in property or its owner interest in foreclosed property;
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(o) Difference in conditions insurance and similar kinds of insurance,
howsoever styled;
(p) Risks which have a total insurable value of more than $250,000,000;
however, this exclusion shall not apply if the Company writes 100% of the
risk;
(q) Any collection of fine arts with an insurable value of $5,000,000 or more;
(r) Mobile homes, when written on a personal lines policy; (s) Inland marine
business with respect to the following:
(1) All bridges and tunnels;
(2) Cargo insurance when written as such with respect to ocean, lake, or
inland waterways vessels;
(3) Faulty film, tape, processing and editing insurance and cast
insurance;
(4) Drilling rigs;
(5) Furriers' customers policies;
(6) Garment contractors policies;
(7) Insurance on livestock under so-called "mortality policies";
(8) Jewelers' block policies and furriers' block policies;
(9) Mining equipment while underground;
(10) Motor truck cargo insurance written for common carriers operating
beyond a radius of 1000 miles;
(11) Radio and television broadcasting towers, exceeding 100 feet in
height;
(12) Registered mail and armored car insurance;
(t) Watercraft;
(u) loss of, damage to, or failure of, or consequential loss resulting
therewith (including but not limited to earnings and extra expense)
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of satellites, spacecraft, and launch vehicles, including cargo and freight
carried therein, in all phases of operation (including but not limited to
manufacturing, transit, pre-launch, launch, and in-orbit);
(v) Coverage afforded by ISO Pollutant Clean Up and Removal Additional
Aggregate Limit of Insurance Endorsement CP 04 07 (Ed. 4/86) or as
subsequently amended or by any similar endorsement affording such coverage;
(w) Pollutant clean up or removal, including time element coverage associated
therewith, under any commercial property policy or any inland marine policy
written by the Company which does not contain ISO Changes-Pollutants
Endorsement CP 01 86 (Ed. 4/86) or as subsequently amended; however, this
exclusion does not apply to any risk located in a jurisdiction which has
not approved the Insurance Services Office exclusion or where other
regulatory constraints prohibit the Company from attaching such
endorsement. If the Company elects to file an endorsement independent of
ISO, such endorsement will be deemed a suitable substitute provided the
Company has submitted the wording to the Reinsurers and received the
Reinsurers' prior approval.
(x) Any loss in respect of overhead transmission and distribution lines and
their supporting structures other than those on or within 1000 feet of the
insured premises; however, this exclusion shall not apply to public
utilities extension and/or suppliers extension and or contingent business
interruption coverages, provided that these are not part of a transmitters'
or distributors' policy.
Article VI - MANAGEMENT OF CLAIMS AND LOSSES
The Company shall investigate and settle or defend all claims and
losses. When requested by the Reinsurers, the Company shall permit the
Reinsurers, at the expense of the Reinsurers, to be associated with the Company
in the defense or control of any claim, loss, or legal proceeding which involves
or is likely to involve the Reinsurers. All payments of claims or losses by the
Company within the limits of its policies which are within the limits set forth
in the applicable Exhibit shall be binding on the Reinsurers, subject to the
terms of this Agreement.
Article VII - RECOVERIES
The Company shall pay to or credit the Reinsurers with the Reinsurers'
portion of any recovery obtained from salvage, subrogation, or other insurance.
Adjustment expenses for recoveries shall be deducted from the amount recovered.
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The Reinsurers shall be subrogated to the rights of the Company to the
extent of their loss payments to the Company. The Company agrees to enforce its
rights of salvage, subrogation, and its rights against insurers or to assign
these rights to the Reinsurers. Recoveries shall be distributed to the parties
in an order inverse to that in which their liabilities accrued.
Article VIII - AUTOMATIC REINSTATEMENT
The Limit of Liability of the Reinsurers under each Exhibit of this
Agreement with respect to each loss occurrence shall be reduced by an amount
equal to the amount of liability paid by the Reinsurers, but that part of the
liability of the Reinsurers that is so reduced shall be automatically reinstated
from the commencement of the loss occurrence for which payment is made; however,
the Limit of Liability of the Reinsurers with respect to all loss occurrences
commencing during the term of this Agreement shall not exceed the amount set
forth in the section entitled LIABILITY OF THE REINSURERS of each Exhibit of
this Agreement. In consideration of this automatic reinstatement, the Company
shall pay to the Reinsurers for each amount reinstated an additional reinsurance
premium that shall be the product of the reinsurance premium set forth in the
section entitled REINSURANCE PREMIUM of each Exhibit of this Agreement,
multiplied by the amount of the reinstated Limit of Liability of the Reinsurers
divided by the total Limit of Liability of the Reinsurers for each loss
occurrence irrespective of the time of the commencement of the loss occurrence.
The Company shall pay such additional premium at the same time that the
Reinsurers make each payment of ultimate net loss. If the Company requests any
such payment of ultimate net loss before the actual reinsurance premium is
determined, the additional reinsurance premium shall be provisionally calculated
on 100% of the deposit reinsurance premium stipulated in each Exhibit of this
Agreement. Such additional reinsurance premium shall be recalculated and.
adjusted until both the reinsurance premium and the ultimate net loss are
finally determined.
Article IX - REPORTS AND REMITTANCES
(a) Claims and Losses
The Company shall report to the Reinsurers as soon as possible but
within 45 days of each loss occurrence, which in the Company's
opinion, may involve the reinsurance afforded by this Agreement. The
Company shall advise the Reinsurers of the estimated amount of
ultimate net loss in connection with each loss occurrence and of any
subsequent changes in such estimate.
As soon as possible but within 45 days after receipt of a definitive
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statement of ultimate net loss from the Company, the Reinsurers shall
pay to the Company the Reinsurers' portion of ultimate net loss. Any
subsequent changes in the amount of ultimate net loss shall be
reported by the Company to the Reinsurers and the amount due either
party shall be remitted as soon as possible but within 45 days after
receipt of such report.
(b) P.C.S. Catastrophe Bulletins
The Company shall furnish to the Reinsurers, upon request, the following
information with respect to each catastrophe set forth in the Catastrophe
Bulletins published by the Property Claim Services:
(1) The preliminary estimate of the amount recoverable from the
Reinsurers;
(2) The Reinsurers' portion of claims, losses, and adjustment expense paid
less salvage recovered during each calendar quarter;
(3) The Reinsurers' portion of reserves for claims, losses, and adjustment
expense at the end of each calendar quarter.
(c) General
In addition to the reports required by (a) and (b) above and by the
Exhibits, the Company shall furnish such other information as may be
required by the Reinsurers for the completion of the Reinsurers' quarterly
and annual statements and internal records.
All reports shall be rendered on forms acceptable to the Company and the
Reinsurers.
Article X - CURRENCY
Wherever the sign "$" is used in this Agreement it shall mean United
States Dollars. Premiums due the Reinsurers and loss payments due the Company
shall be remitted in United States Dollars.
Article XI - REINSURANCE OVER THIS AGREEMENT
The Company shall advise the Reinsurers of any reinsurance of the
Company that would apply over and beyond the Limit of Liability of the
Reinsurers under Exhibit D of this Agreement.
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Article XII - ERRORS AND OMISSIONS
The Reinsurers shall not be relieved of liability because of an error
or accidental omission of the Company in reporting any claim or loss or any
business reinsured under this Agreement, provided that the error or omission is
rectified promptly after discovery. The Reinsurers shall be obligated only for
the return of the premium paid for business reported but not reinsured under
this Agreement.
Article XIII - SPECIAL ACCEPTANCES
Business not within the terms of this Agreement may be submitted to
the Reinsurers for special acceptance and, if accepted by the Reinsurers, shall
be subject to all of the terms of this Agreement except as modified by the
special acceptance.
Article XIV - RESERVES AND TAXES
The Reinsurers shall maintain the required reserves as to the
Reinsurers' portion of unearned premium, if any, claims, losses, and adjustment
expense.
The Company shall be liable for all premium taxes on premium ceded to
the Reinsurers under this Agreement. If the Reinsurers are obligated to pay any
premium taxes on this premium, the Company shall reimburse the Reinsurers;
however, the Company shall not be required to pay taxes twice on the same
premium.
Article XV - OFFSET
The Company or the Reinsurers may offset any balance, whether on
account of premium, commission, claims or losses, adjustment expense, salvage,
or otherwise, due from one party to the other under this Agreement.
Article XVI - INSPECTION OF RECORDS
The Company shall allow the Reinsurers to inspect, at reasonable
times, the records of the Company relevant to the business reinsured under this
Agreement, including Company files concerning claims, losses, or legal
proceedings which involve or are likely to involve the Reinsurers.
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Article XVII - ARBITRATION
Any unresolved difference of opinion between any of the Reinsurers and
the Company shall be submitted to arbitration by three arbitrators. If more than
one Reinsurer is involved in the same dispute, all such Reinsurers shall
constitute and act as one party for purposes of this Article and communications
shall be made by the Company to each of the Reinsurers constituting the one
party; provided, however, that nothing herein shall impair the rights of such
Reinsurers to assert several, rather than joint, defenses of claims, nor be
construed as changing the liability of the Reinsurers under the terms of this
Agreement from several to joint.
One arbitrator shall be chosen by the Reinsurer(s), and one shall be
chosen by the Company. The third arbitrator shall be chosen by the other two
arbitrators within ten (10) days after they have been appointed. If the two
arbitrators cannot agree upon a third arbitrator, each arbitrator shall nominate
three persons of whom the other shall reject two. The third arbitrator shall
then be chosen by drawing lots. If either party fails to choose an arbitrator
within thirty (30) days after receiving the written request of the other party
to do so, the latter shall choose both arbitrators, who shall choose the third
arbitrator. The arbitrators shall be impartial and shall be persons who are or
have been employed or engaged in a senior position in the insurance or
reinsurance business.
The party requesting arbitration (the "Petitioner") shall submit its
brief to the arbitrators within thirty (30) days after notice of the selection
of the third arbitrator. Upon receipt of the Petitioner's brief, the other party
(the "Respondent") shall have thirty (30) days to file a reply brief. On receipt
of the Respondent's brief, the Petitioner shall have twenty (20) days to file a
rebuttal brief. Respondent shall have twenty (20) days from the receipt of
Petitioner's rebuttal brief to file its rebuttal brief. The arbitrators may
extend the time for filing of briefs at the request of either party.
The arbitrators are relieved from judicial formalities and, in
addition to considering the rules of law and the customs and practices of the
insurance and reinsurance business, shall make their award with a view to
effecting the intent of this Agreement. The decision of the majority shall be
final and binding upon the parties. The costs of arbitration, including the fees
of the arbitrators, shall be shared equally unless the arbitrators decide
otherwise. The arbitration shall be held at the times and places agreed upon by
the arbitrators.
Article XVIII - INSOLVENCY OF THE COMPANY
In the event of the insolvency of the Company, the reinsurance
proceeds will be paid to the Company or the liquidator on the basis of the
amount of the claim allowed in the insolvency proceeding without diminution by
reason of the inability of the Company to pay all or part of the claim.
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The Reinsurers shall be given written notice of the pendency of each
claim against the Company on the policy(ies) reinsured hereunder within a
reasonable time after such claim is filed in the insolvency proceedings. The
Reinsurers shall have the right to investigate each such claim and to interpose,
at their own expense, in the proceeding where such claim is to be adjudicated,
any defenses which they may deem available to the Company or its liquidator. The
expense thus incurred by the Reinsurers shall be chargeable, subject to court
approval, against the insolvent Company as part of the expense of liquidation to
the extent of a proportionate share of the benefit which may accrue to the
Company solely as a result of the defense undertaken by the Reinsurers.
Article XIX - LOSS RESERVES (U.S. Dollar Reinsurance Letters of Credit)
(This Article applies only to those Reinsurers who cannot qualify for
credit in any State or any other governmental body having jurisdiction
over the Company's loss reserves.)
As regards all business coming within the scope of this Agreement, the
Company agrees that when it shall file with the Insurance Department or set up
on its books reserves for losses covered hereunder which it shall be required to
set up by law, it will forward to the Reinsurers a statement showing the
proportion of such loss reserves which is applicable to them. These reserves
will consist solely of known outstanding losses that have been reported to the
Reinsurers and allocated adjustment expense relating thereto. Each such
Reinsurer hereby agrees it will apply for and secure delivery to the Company of
a clean, unconditional, irrevocable Letter of Credit issued by a member bank of
the Federal Reserve System acceptable to the Company, in an amount equal to such
Reinsurer's proportion of said loss reserves or, at the option of such
Reinsurer, provide a cash advance in an amount equal to such Reinsurer's
proportion of said loss reserves. No reserves established in accordance with the
foregoing shall include or be applied towards security for losses incurred but
not reported.
The Company undertakes to use and apply any amounts which it may draw
upon such Irrevocable Letter of Credit pursuant to the terms of this Agreement,
if any, under which the Letter of Credit is held, and for the following purposes
only:
(a) To pay such Reinsurer's share or to reimburse the Company for such
Reinsurer's share of any ultimate net loss reinsured by this
Agreement.
(b) To make refund of any sum which is in excess of the actual amount
required to pay such Reinsurer's share of any ultimate net loss
reinsured by this Agreement.
The designated bank shall have no responsibility whatsoever in
connection with the propriety of withdrawals made by the Company or the
disposition of funds withdrawn, except to see that withdrawals are made only
upon the order of properly authorized representatives of the Company.
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Article XX - SERVICE OF SUIT
(This Article applies only to those Reinsurers who are domiciled
outside the United States of America and also to Reinsurers
unauthorized in the State of New York.)
In the event of the failure of the Reinsurers to whom this Article
applies, or any one of them, to pay any amount claimed to be due hereunder, such
Reinsurers, at the request of the Company, will submit to the jurisdiction of
any court of competent jurisdiction within the United States, and will comply
with all requirements necessary to give such court jurisdiction, and all matters
arising hereunder shall be determined in accordance with the law and practice of
such court.
Service of process in such suit may be made upon Messrs. Mendes and
Mount, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and in any suit
instituted against any one of them upon this Agreement, the Reinsurers will
abide by the final decision of such court or any appellate court in the event of
an appeal.
The above named are authorized and directed to accept service of
process on behalf of the Reinsurers in any such suit and/or upon the request of
the Company to give a written undertaking to the Company that they will enter a
general appearance on behalf of Reinsurers or any one of them in the event such
a suit shall be instituted.
Further, pursuant to any statute of any state, territory, or district
of the United States which makes provisions therefor, the Reinsurers to whom
this Article applies hereby designate the Superintendent, Commissioner or
Director of Insurance or other officer specified for that purpose in the
statute, or his successor or successors in office, as their true and lawful
attorney upon whom may be served any lawful process in any action, suit, or
proceeding instituted by or on behalf of the Company or any beneficiary
hereunder arising out of this Agreement, and hereby designate the above named
Mendes and Mount as the firm to whom the said officer is authorized to mail such
process or a true copy thereof.
Article XXI - FEDERAL EXCISE TAX
(This Article applies only to those Reinsurers domiciled outside the
United States of America, excepting Reinsurers exempt from the Federal
Excise Tax.)
The Reinsurers have agreed to allow for the purpose of paying Federal
Excise Tax 1% of the premium payable hereon to the extent such premium is
subject to Federal Excise Tax.
In the event of any return of premium becoming due hereon the
Reinsurers will
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deduct from the amount of the return and the Company or its Agent should take
steps to recover the tax from the United States Government.
Article XXII - INTERMEDIARY
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. is hereby recognized as the Intermediary
negotiating this Agreement for all business hereunder. All communications
(including but not limited to notices, statements, premiums, return premiums,
commissions, taxes, losses, loss adjustment expense, salvages, and loss
settlements) relating thereto shall be transmitted to the Company or the
Reinsurers through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., Financial Centre, ▇.▇. ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Payments by the Company to the Intermediary
shall be deemed to constitute payment to the Reinsurers. Payments by the
Reinsurers to the Intermediary shall be deemed only to constitute payment to the
Company to the extent that such payments are actually received by the Company.
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Effective: January 1, 1996
EXHIBIT A
Attached to and made a part of
HCI Agreement No. 390
Property Catastrophe Excess of Loss Reinsurance Agreement
FIRST EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
Section 1 - LIABILITY OF THE REINSURERS
The Reinsurers shall pay to the Company, with respect to each loss
occurrence 95% of the amount of ultimate net loss in excess of the Company
Retention equal to the greater of:
(a) An amount equal to 5.5% of the Company's subject net written premium
for the term of this Agreement on the business reinsured hereunder; or
(b) $800,000.
but not exceeding the Limit of Liability of the Reinsurer of 95% of the next
$1,000,000 of ultimate net loss with respect to such loss occurrence nor 95% of
$2,000,000 with respect to all loss occurrences commencing during the term of
this Agreement.
A provisional Company Retention of $1,000,000 shall apply until the
actual Company Retention is determined on finalization of the Company's subject
net written premium for the term of this Agreement.
The Company shall retain net for its own account, with respect to each
loss occurrence, the remaining 5% of such ultimate net loss.
Section 2 - REINSURANCE PREMIUM
The Company shall pay to the Reinsurers 0.90% of the Company's subject
net written premium during the term of the Agreement, subject to a minimum
reinsurance premium of $173,000 and a deposit reinsurance premium of $216,000.
Section 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES
The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in two equal installments
of $108,000 each on or before January 1, 1996 and July 1, 1996.
HCI REFERENCE DMD
On or before the beginning of each calendar quarter, the Company shall
render to the Reinsurers a report of the portion, if any, of the minimum and
deposit reinsurance premium stipulated in the section entitled REINSURANCE
PREMIUM due for such quarter.
Within 60 days after the expiration of this Agreement, the Company
shall render to the Reinsurers a report of the Company's subject net written
premium during the term of the Agreement. The Company shall calculate the
reinsurance premium thereon, shall balance such amount against the deposit
reinsurance premium previously paid, and the amount due either party, subject to
the minimum reinsurance premium, shall be remitted within 60 days.
A-2
Effective: January 1, 1996
EXHIBIT B
Attached to and made a part of
HCI Agreement No. 390
Property Catastrophe Excess of Loss Reinsurance Agreement
SECOND EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
Section 1 - LIABILITY OF THE REINSURERS
The Reinsurers shall pay to the Company, with respect to each loss
occurrence 95% of the amount of ultimate net loss in excess of the sum of:
(a) The Company Retention equal to the greater of:
(1) An amount equal to 5.5% of the Company's subject net written
premium for the term of this Agreement on the business reinsured
hereunder; or
(2) $800,000; and
(b) The First Excess Cover of $1,000,000,
but not exceeding the Limit of Liability of the Reinsurer of 95% of the next
$3,000,000 of ultimate net loss with respect to such loss occurrence 95% of
$6,000,000 with respect to all loss occurrences commencing during the term of
this Agreement.
A provisional Company Retention of $1,000,000 shall apply until the
actual , Company Retention is determined on finalization of the Company's
subject net written premium for the term of this Agreement.
The Company shall retain net for its own account, with respect to
each loss occurrence, the remaining 5% of such ultimate net loss.
Section 2 - REINSURANCE PREMIUM
The Company shall pay to the Reinsurers 1.200% of the Company's subject
net written premium during the term of the Agreement, subject to a minimum
reinsurance premium of $230,000 and a deposit reinsurance premium of $288,000.
HCI REFERENCE DME
Section 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES
The Company shall pay to the Reinsurers the deposit reinsurance premium
stipulated in the section entitled REINSURANCE PREMIUM in two equal installments
of $144,000 each on or before January 1, 1996 and July 1, 1996.
On or before the beginning of each calendar quarter, the Company shall
render to the Reinsurers a report of the portion, if any, of the minimum and
deposit reinsurance premium stipulated in the section entitled REINSURANCE
PREMIUM due for such quarter.
Within 60 days after the expiration of this Agreement, the Company
shall render to the Reinsurers a report of the Company's subject net written
premium during the term of the Agreement. The Company shall calculate the
reinsurance premium thereon, shall balance such amount against the deposit
reinsurance premium previously paid, and the amount due either party, subject to
the minimum reinsurance premium, shall be remitted within 60 days.
B-2
HCI REFERENCE DME
Effective: January 1, 1996
EXHIBIT C
Attached to and made a part of
HCI Agreement No. 390
Property Catastrophe Excess of Loss Reinsurance Agreement
THIRD EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
Section 1 - LIABILITY OF THE REINSURERS
The Reinsurers shall pay to the Company, with respect to each loss
occurrence, 95% of the amount of ultimate net loss in excess of the sum of:
(a) The Company Retention equal to the greater of:
(1) An amount equal to 5.5% of the Company's subject net written
premium for the term of this Agreement on the business reinsured
hereunder; or
(2) $800,000; and
(b) The First Excess Cover of $1,000,000; and
(c) The Second Excess Cover of $3,000,000
but not exceeding the Limit of Liability of the Reinsurer of 95% of the next
$5,000,000 of ultimate net loss with respect to such loss occurrence nor 95% of
$10,000,000 with respect to all loss occurrences commencing during the term of
this Agreement.
A provisional Company Retention of $1,000,000 shall apply until the
actual Company Retention is determined on finalization of the Company's subject
net written premium for the term of this Agreement.
The Company shall retain net for its own account, with respect to each
loss occurrence the remaining 5% of such ultimate net loss.
Section 2 - REINSURANCE PREMIUM
The Company shall pay to the Reinsurers 1.220% of the Company's subject
net written premium during the term of the Agreement, subject to a minimum
reinsurance premium of $234,000 and a deposit reinsurance premium of $293,000.
HCI REFERENCE DMF
Section 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES
The Company shall pay to the Reinsurers the deposit reinsurance
premium stipulated in the section entitled REINSURANCE PREMIUM in two equal
installments of $146,500 each on or before January 1, 1996 and July 1, 1996.
On or before the beginning of each calendar quarter, the Company shall
render to the Reinsurers a report of the portion, if any, of the minimum and
deposit reinsurance premium stipulated in the section entitled REINSURANCE
PREMIUM due for such quarter.
Within 60 days after the expiration of this Agreement, the Company
shall render to the Reinsurers a report of the Company's subject net written
premium during the term of the Agreement. The Company shall calculate the
reinsurance premium thereon, shall balance such amount against the deposit
reinsurance premium previously paid, and the amount due either party, subject to
the minimum reinsurance premium, shall be remitted within 60 days.
C-2
HCI REFERENCE DMF
Effective: January 1, 1996
EXHIBIT D
Attached to and made a part of
HCI Agreement No. 390
Property Catastrophe Excess of Loss Reinsurance Agreement
FOURTH EXCESS OF LOSS REINSURANCE (Catastrophe)
of
Property Business
Section 1 - LIABILITY OF THE REINSURERS
The Reinsurers shall pay to the Company, with respect to each loss
occurrence, 95% of the amount of ultimate net loss in excess of the sum of:
(a) The Company Retention equal to the greater of:
(1) An amount equal to 5.5% of the Company's subject net written
premium for the term of this Agreement on the business reinsured
hereunder; or
(2) $800,000; and
(b) The First Excess Cover of $1,000,000; and
(c) The Second Excess Cover of $3,000,000; and
(d) The Third Excess Cover of $5,000,000
but not exceeding the Limit of Liability of the Reinsurer of 95% of the next
$5,000,000 of ultimate net loss with respect to such loss occurrence nor 95% of
$10,000,000 with respect to all loss occurrences commencing during the term of
this Agreement.
A provisional Company Retention of $1,000,000 shall apply until the
actual Company Retention is determined on finalization of the Company's subject
net written premium for the term of this Agreement.
The Company shall retain net for its own account, with respect to each
loss occurrence, the remaining 5% of such ultimate net loss.
Section 2 - REINSURANCE PREMIUM
The Company shall pay to the Reinsurers 0.868% of the Company's subject
net written premium during the term of the Agreement, subject to a minimum
reinsurance premium of $167,000 and a deposit reinsurance premium of $208,000.
HCI REFERENCE DMG
Section 3 - REINSURANCE PREMIUM REPORTS AND REMITTANCES
The Company shall pay to the Reinsurers the deposit reinsurance
premium stipulated in the section entitled REINSURANCE PREMIUM in two equal
installments of $104,000 each on or before January 1, 1996 and July 1, 1996.
On or before the beginning of each calendar quarter, the Company shall
render to the Reinsurers a report of the portion, if any, of the minimum and
deposit reinsurance premium stipulated in the section entitled REINSURANCE
PREMIUM due for such quarter.
Within 60 days after the expiration of this Agreement, the Company
shall render to the Reinsurers a report of the Company's subject net written
premium during the term of the Agreement. The Company shall calculate the
reinsurance premium thereon, shall balance such amount against the deposit
reinsurance premium previously paid, and the amount due either party, subject to
the minimum reinsurance premium, shall be remitted within 60 days.
D-2
HCI REFERENCE DMG
NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - USA
(1) This Agreement does not cover any loss or liability accruing to the
Company directly or indirectly and whether as Insurer or Reinsurer, from any
Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or
Nuclear Energy risks.
(2) Without in any way restricting the operation of paragraph (1) of this
Clause, this Agreement does not cover any loss or liability accruing to the
Company, directly or indirectly and whether as Insurer or Reinsurer, from any
insurance against Physical Damage (including business interruption or
consequential loss arising out of such Physical Damage) to:
(i) Nuclear reactor power plants including all auxiliary property on the
site, or
(ii) Any other nuclear reactor installation, including laboratories
handling radioactive materials in connection with reactor
installations, and "critical facilities" as such, or
(iii) Installations for fabricating complete fuel elements or for
processing substantial quantities of "special nuclear material", and
for reprocessing, salvaging, chemically separating, storing or
disposing of "spent" nuclear fuel or waste materials, or
(iv) Installations other than those listed in paragraph (2) (iii) above
using substantial quantities of radioactive isotopes or other products
of nuclear fission.
(3) Without in any way restricting the operations of paragraphs (1) and (2)
hereof, this Agreement does not cover any loss or liability by radioactive
contamination accruing to the Company, directly or indirectly, and whether as
Insurer or Reinsurer, from any insurance on property which is on the same site
as a nuclear reactor power plant or other nuclear installation and which
normally would be insured therewith except that this paragraph (3) shall not
operate:
(a) where the Company does not have knowledge of such nuclear reactor
power plant or nuclear installation, or
(b) where said insurance contains a provision excluding coverage for
damage to property caused by or resulting from radioactive
contamination, however caused. However on and after 1st January 1960
this sub-paragraph (b) shall only apply provided the said radioactive
contamination exclusion provision has been approved by the
Governmental Authority having jurisdiction thereof.
(4) Without in any way restricting the operations of paragraphs (1),(2) and
(3) hereof, this Agreement does not cover any loss or liability by radioactive
contamination accruing to the Company, directly or indirectly, and whether as
Insurer or Reinsurer, when such radioactive contamination is a named hazard
specifically insured against.
(5) It is understood and agreed that this Clause shall not extend to risks
using radioactive isotopes in any form where the nuclear exposure is not
considered by the Company to be the primary hazard.
(6) The term "special nuclear material" shall have the meaning given it in
the Atomic Energy Act of 1954 or by any law amendatory thereof.
(7) The Company to be sole judge of what constitutes:
(a) substantial quantities, and
(b) the extent of installation, plant or site.
Note: Without in any way restricting the operation of paragraph (1) hereof,
it is understood and agreed that:
(a) all policies issued by the Company on or before 31st December 1957
shall be free from the application of the other provisions of this
Clause until expiry date or 31st December 1960 whichever first occurs
whereupon all the provisions of this Clause shall apply.
(b) with respect to any risk located in Canada policies issued by the
Company on or before 31st December 1958 Shall be free from the
application of the other provisions of this Clause until expiry date
or 31st December 1960 whichever first occurs whereupon all the
provisions of this Clause shall apply.
POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
SECTION A
Excluding:
(a) All Business derived directly or indirectly from any Pool, Association
or Syndicate which maintains its own reinsurance facilities.
(b) Any Pool or Scheme (whether voluntary or mandatory) formed after March
1, 1968 for the purpose of insuring Property whether on a country wide
basis or in the respect of designated areas. This exclusion shall not
apply to so-called Automobile Insurance Plans or other pools formed to
provide coverage for Automobile Physical damage.
SECTION B
It is agreed that business written by the Company for the same perils, which is
known at the time to be insured by, or in excess of underlying amounts placed in
the following Pools, Associations or Syndicates, whether by way of insurance or
reinsurance, is excluded hereunder:
Industrial Risk Insurers; Associated Factory Mutuals; Improved Risk
Mutuals.
Any Pool, Association or Syndicate formed for the purpose of writing Oil,
Gas or Pertro-Chemical Plants and/or Oil or Gas Drilling Rigs.
United States Aircraft Insurance Group, Canadian Aircraft Insurance Group,
Associated Aviation Underwriters. American Aviation Underwriters.
Section B does not apply:
(a) Where the Total Insured value over all interests of the risk in
question is less than $250,000,000.
(b) To interests traditionally underwritten as Inland Marine or Stock
and/or Contents written on a Blanket basis.
(c) To Contingent Business Interruption, except when the Company is aware
that the key location is known at the time to be insured in any Pool,
Association or Syndicate named above, other than as provided for under
Section B (a).
-1-
(d) To risks as follows: Offices, Hotels, Apartments, Hospitals,
Educational Establishments, Public Utilities (other than Railroad
Schedules) and Builders Risks on the classes of risks specified in
this subsection (d) only.
SECTION C
NEVERTHELESS the Reinsurers specifically agree that liability accruing to the
Company from its participation in residual market mechanisms including but not
limited to:
(1) The following so-called "Coastal Pools"
ALABAMA INSURANCE UNDERWRITING ASSOCIATION FLORIDA WINDSTORM
UNDERWRITING ASSOCIATION LOUISIANA INSURANCE UNDERWRITING ASSOCIATION
MISSISSIPPI WINDSTORM UNDERWRITING ASSOCIATION NORTH CAROLINA
INSURANCE UNDERWRITING ASSOCIATION SOUTH CAROLINA WINDSTORM AND HAIL
UNDERWRITING ASSOCIATION TEXAS CATASTROPHE PROPERTY INSURANCE
ASSOCIATION
and
(2) All "Fair Plan" and "Rural Risk Plan" Business, including but not
limited to:
Florida Windstorm Underwriting Association (FWUA)
Florida Property and Casualty Joint Underwriting Association (FPCJUA)
Residential Property and Casualty Joint Underwriting
Association (RPCJUA)
for all perils otherwise protected hereunder shall not be excluded, except that
this reinsurance does not include any increase in such liability resulting from:
(i) The inability of any other participant in such Residual Market Mechanism
including but not limited to "Coastal Pool" and/or "Fair Plan" and/or
"Rural Risk Plan" to meet its liability.
(ii) Any claim against such Residual Market Mechanism including but not limited
to "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan" or any
participant therein, including the Company, whether by way of subrogation
or otherwise, brought by or on behalf of any insolvency fund.
-2-
SECTION D
NOTWITHSTANDING Section C above, in respect of the FWUA, FPCJUA, and IRPCJUA,
where an assessment is made against the Company by the FWUA, the FPCJUA, the
RPCJUA, or any combination thereof, the maximum loss that the Company may
include in the Ultimate Net Loss in respect of any loss occurrence hereunder
shall nor exceed the lesser of:
1. The Company's assessment from the relevant entity (FWUA, FPCJUA and/or
RPCJUA) for the accounting year in which the loss occurrence commenced, or
2. The product of the following:
a) The Company's percentage participation in the relevant entity for the
accounting year in which the loss occurrence commenced, and
b) The relevant entity's total losses in such loss occurrence.
Any assessments for accounting years subsequent to that in which the
loss occurrence commenced may not be included in the Ultimate Net Loss
hereunder. Moreover, notwithstanding Section C above, in respect of the FWUA,
the FPCJUA and/or the RPCJUA, the Ultimate Net Loss hereunder shall not include
any monies expended to purchase or retire bonds as a consequence of being a
member of the FWUA, the FPCJUA and/or the RPCJUA. For the purposes of this
Agreement, the Company may not include in the Ultimate Net Loss any assessment
or any percentage assessment levied by the FWUA, the FPCJUA and/or the RPCJUA to
meet the obligations of any insolvent insurer member or other party, or to meet
any obligations arising from the deferment by the FWUA, FPCJUA and/or RPCJUA of
the collection of monies.
NOTES:Wherever used herein the terms:
"Company" shall be understood to mean "Reinsured", "Reassured" or
whatever other term is used in the attached reinsurance
document to designate the reinsured company or companies.
"Contract" shall be understood to mean "Agreement", "Policy" or
whatever other term is used to designate the attached
reinsurance document.
"Reinsurers" shall be understood to mean "Underwriters" or whatever other
term is used in the attached reinsurance document to
designate the reinsurer or reinsurers.
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