EXHIBIT 10.29
THIS AGREEMENT SUBJECT TO ARBITRATION
Reinsurance Agreement
Effective March 27, 1997
(hereinafter referred to as the "Agreement")
between
FLORIDA PHYSICIANS INSURANCE COMPANY, INC.
Jacksonville, Florida
(hereinafter referred to as the "Company")
and
AMERICAN PHYSICIANS INSURANCE EXCHANGE
Austin, Texas
(hereinafter referred to as the "Reinsurer")
WHEREAS, Company has appointed agents approved by Reinsurer to produce
business under certain programs covering all standard medical malpractice
insurance written by Company in Texas and which is described with more
particularity on Addendum 2 hereto (hereafter "APS Program"); and
WHEREAS, all insurance policies that are the subject of this Agreement
(the "Policies") are managed for Company by American Physicians Insurance
Agency, Inc., a Texas Managing General Agency (hereafter "Agent"); and
WHEREAS, the Company desires to cede all of its liabilities
arising from the Policies; and
WHEREAS, the Reinsurer desires to accept all of the liability
from the Policies, which the Company desires to reinsure;
NOW, THEREFORE, in consideration of the premiums, terms, conditions,
limitations and other consideration set forth in this Agreement, the parties
agree as follows:
ARTICLE I - CLASSES OF BUSINESS REINSURED
A. Unless otherwise agreed on policies on a facultative basis,
the Company hereby cedes on a 100% quota share basis with
Reinsurer, and Reinsurer hereby accepts the cession on such
basis, all liability under medical professional liability
policies issued or renewed on behalf of all Texas health care
providers issued by Company on or after the effective date of
this Agreement. Company and Reinsurer anticipate that Company
will retain larger portions of the business ceded to Reinsurer
during the term of this Agreement. Business ceded hereunder
shall include every rewrite, renewal or extension (whether
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before or after termination of this Agreement) of any policy the
liability for which has already been ceded hereunder by the Company to
the Reinsurer, including the liability associated with any such
rewrite, renewal or extension that may be required by a state statute
or by any rule or regulation of a state Insurance Department, or other
authority having competent jurisdiction.
B. It is understood that the classes of business reinsured under
this Agreement are deemed to include:
Coverage for standard medical professional liability insurance in Texas
written by Company.
C. "Net liability" as used herein is defined as the Company's
gross liability assumed from business produced by authorized
agents of Company in the APS Program.
D. The liability of the Reinsurer with respect to each cession
hereunder shall commence obligatorily and simultaneously with
that of the Company as regards the APS Program. The liability
of the Reinsurer shall follow the Company in respect to all of
the provisions of the Policies and any endorsements thereon or
changes made thereto. In every case, the Reinsurer shall be
deemed to have reinsured the risk on the same terms,
conditions and limitations as those of the original policies,
it being the intent of this Agreement that the Reinsurer shall
follow the insurance fortunes of the Company in all matters
falling under this reinsurance.
ARTICLE II - COMMENCEMENT AND TERMINATION
A. This Agreement shall become effective on March 27, 1997, as of 12:01
a.m. Central Time, with respect to policies with effective dates on or
after this time, and shall continue in force thereafter for a period of
eight (8) years, unless sooner terminated as provided herein.
B. Unless earlier terminated, this Agreement shall automatically be
renewed for a renewal term of five (5) years, unless either party to
this Agreement provides written notice to the other party at least 18
months before the expiration of the initial term that the party does
not desire to continue this Agreement.
C. The Reinsurer retains the exclusive right and control to the book of
business to be produced under the APS Program and may, upon agreement
of termination, elect to find a different direct writing company to
produce this reinsured business. Reinsurance hereunder on business in
force on the effective date of termination shall remain in full force
and effect
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until the natural expiration, cancellation or rewrite of Policies
constituting such business in force.
D. Termination. The term of this Agreement shall expire and this
Agreement shall terminate upon the occurrence of any of the
following events:
1. Upon the effective date of the suspension, revocation or
termination of either party's license necessary to perform its
obligations under this Agreement by appropriate authority and
after exhausting any appeals to which either party is
entitled.
2. The insolvency of either party, the inability to pay
debts as they mature, the making of an assignment for the
benefit of creditors, the dissolution of either party,
the appointment of a receiver or liquidator for either
party or for a substantial part of either party's
property, or the institution of bankruptcy,
reorganization, arrangement, insolvency or similar
proceedings by or against either party under the laws of
any jurisdiction.
3. Misappropriation of funds or property of Company or funds
received for it by Reinsurer; the failure of Reinsurer to
remit to Company the funds due promptly upon demand; the
commission by Reinsurer of any fraud against Company or any
conduct injurious to Company's standing or good name.
4. Misappropriation of funds or property of Reinsurer or funds
received for it by Company; the failure of Company to remit to
Reinsurer the funds due promptly upon demand; the commission
by Company of any fraud against Reinsurer or any conduct
injurious to Reinsurer's standing or good name.
5. Default or material breach of this Agreement which is not
cured by the defaulting or breaching party within 30 days of
written notice from the non-defaulting or non- breaching
party, such termination to take effect on the same date as
termination of the Managing General Agency Contract between
Agent and Company.
6. Either party may terminate this Agreement at any time if
the Stock Purchase and Stock Option Agreement between
American Physicians Service Group, Inc., and Florida
Physicians Insurance Company, Inc. is not closed in
accordance with its terms.
E. Accounting for premiums and losses shall be done on an
accident year basis, using the same conventions that are used
in the NAIC annual statement blanks for Schedule P.
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ARTICLE III - TERRITORY
The liability of the Reinsurer shall be limited to Policies issued to risks
located in Texas under Policies issued by Company to insureds domiciled in the
State of Texas at the time of issuance; however, this limitation shall not apply
to losses of Company if the Policies provide coverage outside the aforesaid
territorial limits.
ARTICLE IV - RETENTION AND LIMIT
As respects business subject to this Agreement, the Company shall cede to the
Reinsurer and the Reinsurer agrees to accept 100% of the premiums and losses
attached to the Policies produced under the APS Program.
ARTICLE V - LOSS IN EXCESS OF POLICY LIMITS
A. Loss in excess of policy limits shall mean any amount the
Company pays or is held liable to pay in excess of its policy
limits, but otherwise within the terms of its policy, together
with any legal costs and expenses incurred in connection
therewith or any punitive, exemplary, compensatory or
consequential damages, other than loss in excess of policy
limits (hereinafter called "extra contractual obligations")
because of alleged or actual bad faith or negligence on its
part in rejecting a settlement within policy limits, or in
discharging its duty to defend or prepare the defense in the
trial of an action against its policyholder, or in
discharging its duty to prepare or prosecute an appeal
consequent upon such an action, or in otherwise handling a
claim under a policy subject to this Agreement, 100% of the
loss in excess of Policy limits and/or 100% of the extra
contractual obligations shall be added to Company's loss, if
any, under the policy involved and be covered under this
Agreement.
B. Any loss in excess of limits or extra contractual obligation
shall be deemed to have occurred on the same date as the loss
covered or alleged to be covered under the policy.
C. Recoveries from any excess insurance or reinsurance which protects the
Company against claims that are subject to this Agreement shall inure
to the benefit of this Agreement only to the extent that the Reinsurer
has paid for such excess insurance or reinsurance.
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ARTICLE VI - CEDING COMMISSION
The Reinsurer shall pay the Company a ceding commission equal to the sum of the
following:
1. The commissions allowed to the producing agents and managing
general agent under their contracts with Company as authorized
by its MGA, American Physicians Insurance Agency, Inc. On all
return premiums, the Company shall return to the Reinsurer at
the same rate of advanced commission as paid by Company to
producing agents. The Company and Reinsurer may mutually
agree to have commissions, at agreed upon rates, paid directly
from the Reinsurer to the producing agents, with the Reinsurer
acting as the processing agent on Company's behalf.
2. The costs for all brokerage, taxes, board, exchange or bureau
assessments, and for all other bureau or regulatory body
expenses, excepting loss adjustment expense. The provision
for taxes shall be estimated at 2.5% of net premiums written
and adjusted annually to actual taxes paid. The difference
between actual and estimated taxes shall be paid by the owing
party to the other as soon as practicable after the close of
each calendar year. In the event that return premiums exceed
gross premiums written during any one calendar year, and in
the further event that the Company is not able to recover
premium taxes from the State of Texas on the resulting net
return premiums, the Reinsurer agrees to reimburse the Company
for any premium tax deduction made by the Reinsurer in the
monthly accountings to the Company for the calendar year
involved.
3. A fee as outlined in Addendum No. 1 attached hereto and
incorporated herein for all purposes.
ARTICLE VII - REPORTS AND REMITTANCES
A. In lieu of the Company furnishing the Reinsurer with
bordereaux showing the particulars of all reinsurances ceded
hereunder, the Reinsurer shall furnish, or cause to be
furnished, the Company as soon as practicable, but in no event
later than sixty days, after the close of each of the
respective periods indicated below (on forms agreeable to both
parties hereto) with monthly, quarterly and annual reports
showing the following statistical data in respect of the
business reinsured hereunder.
1. Quarterly, with the data segregated by major classes:
(a) Net premiums written (i.e., gross less returns
during the quarter).
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(b) Net losses paid (i.e., gross losses less salvages
and other recoveries) during the quarter.
(c) Net adjusting expenses paid during the quarter.
(d) Other related expenses.
(e) Original premiums, and the unearned premiums thereon,
on business in force hereunder at the close of the
quarter year, segregated by term and month and year
of expiration.
(f) Estimated outstanding losses, with the data
segregated by major classes.
(g) Other related expenses.
2. Annually, with the data segregated by major classes.
Annual summaries of net premiums written, net losses paid, net
adjusting expenses paid during the year and other related
expenses in such form so as to enable the Company to record
such data in its convention annual statement. In force and
unearned premium segregated as to advance premiums, premiums
running 12 months or less from inception date of policy, and
premiums running more than 12 months from inception date of
policy in such form as to enable the Company to record such
data in its statutory annual statement.
3. Such other reasonable reports or information from time to
time as reasonably requested by Company.
B. Monthly, within 45 days of the end of each calendar month, the
Company shall remit the balance of the following to the
Reinsurer provided the Company has collected the gross net
written premium:
1. Ceded gross net written premium for the month; less
2. Ceding commissions and other expenses referenced in
Article VI of this Agreement.
Any amount shown to be due the Company shall be remitted by the Reinsurer as
promptly as possible after receipt and verification of the Company's report by
the Reinsurer.
ARTICLE VIII - ORIGINAL CONDITIONS
A. All reinsurance under the Agreement shall be subject to the
same rates, terms, conditions and waivers, and to the same
modifications as the respective policies of the Company which
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shall be approved by Reinsurer. The Reinsurer shall be credited with
its exact proportion of the original premiums received by the Company,
as specified in Article IV.
B. Nothing herein shall in any manner create any obligations or
establish any rights against the Reinsurer in favor of any
third party or any persons not parties to this Agreement.
ARTICLE IX - ASSIGNMENTS AND ASSESSMENTS
A. The provisions of Article IV shall apply to risks assumed by the
Company under any Assigned Risk Plan if, in the opinion of the Company,
such risks were assumed by the Company because of the business written
and reinsured hereunder.
B. The provisions of Article IV shall also apply to a proportion
of any assessments or credits imposed or allowed on Company by
law, including any credits against premium taxes, pursuant to
those laws and regulations creating obligatory funds
[including, to the extent applicable to the Policies, the
Texas Property Casualty Guaranty Association or other guaranty
association pools; the Texas Medical Liability Insurance
Underwriting Association ("JUA"); FAIR plans and similar
plans], said proportion to be the proportion of Company's APS
Program premiums causing the assessment which were or are
subject to this Agreement.
C. In the event this Agreement is terminated, the provisions of this
Article shall continue to apply for as long as Company is subject to
assignments and/or assessments because of the business reinsured
hereunder.
ARTICLE X - CLAIMS SETTLEMENT
A. All loss settlements made by the Company under the terms of
this Agreement shall be unconditionally binding upon the
Reinsurer in proportion to its participation, and the
Reinsurer shall benefit proportionately in all salvage and
recoveries. The Reinsurer shall bear its proportionate share
of all expenses incurred by the Company in investigation,
adjustment, appraisals or defense of all claims under policies
issued by the Company and reinsured hereunder (excluding,
however, office expense and salaries of officials of the
Company), and shall receive its proportionate share of any
recovery of such expense. However, the Company hereby
authorizes the Reinsurer to negotiate loss settlements, and to
handle all such other matters as are necessary for the
adjustment or defense of claims arising under Policies as
previously defined, under the supervision of the Company.
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B. It is understood that the Company is not required, nor will it carry
any excess of loss coverage that might arise from any single
catastrophe or catastrophes, and that the Reinsurer will, if it
desires, provide catastrophe coverage in the amount or amounts it
considers sufficient.
ARTICLE XI - OFFSET
The Company and the Reinsurer shall have the right to offset any balance or
amounts due from one party to the other under the terms of this Agreement. The
party asserting the right of offset may exercise such right any time whether the
balances due are on account of premiums or losses, or otherwise.
ARTICLE XII - ACCESS TO RECORDS
Each party shall have access during normal business hours to all records of the
other party which pertain to the reinsurance hereunder. Requests shall be made
at least 72 hours in advance of the access date.
ARTICLE XIII - ERRORS AND OMISSIONS
Inadvertent delays, errors or omissions made in connection with this Agreement
or any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission will be rectified as soon as
possible after discovered and brought to the attention of the Company's
management.
ARTICLE XIV - CURRENCY
A. Whenever the word "dollars" or the "$" sign appears in this Agreement,
they shall be construed to mean United States dollars and all
transactions under this Agreement shall be in United States dollars.
B. Amounts paid or received by the Company in any other currency
shall be converted to United States dollars at the rate of
exchange at the date such transaction is entered on the books
of the Company.
ARTICLE XV - SECURITY PROVIDED BY REINSURER
A. The Reinsurer agrees to fund its share of the Company's
unearned premium and outstanding loss and loss adjustment
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expense reserves on the APS Program, as described in Article XV, Part
C, so as to allow the Company to take credit for reserves ceded in its
statutory annual statement as follows (Determination of reserves shall
be made by Agent and Reinsurer):
1. Clean, irrevocable and unconditional letters of credit issued
and confirmed, if confirmation is required by the insurance
regulatory authorities involved, by a bank or banks meeting
the NAIC Securities Valuation Office credit standards for
issuers of letters of credit and acceptable to said insurance
regulatory authorities; and/or
2. Escrow accounts for the benefit of the Company and/or
3. Cash advances;
if, without such funding a penalty would accrue to the Company
on any financial statement it is required to file with the
insurance regulatory authorities involved in the states in
which the APS Program business is written. The Reinsurer, at
its sole option, may fund in other than cash if its method and
form of funding are acceptable to the insurance regulatory
authorities involved.
B. With regard to funding in whole or in part by letters of
credit, it is agreed that each letter of credit will be in a
form acceptable to insurance regulatory authorities involved,
will be issued for a term of at least one year and will
include an "evergreen clause", which automatically extends the
term for at least one additional year at each expiration date
unless written notice of non-renewal is given to the Company
not less than 30 days prior to said expiration date. The
Company and the Reinsurer further agree, notwithstanding
anything to the contrary in this Agreement, that said letters
of credit may be drawn upon by the Company or its successors
in interest at any time, without diminution because of the
insolvency of the Company or the Reinsurer, but only for one
or more of the following purposes:
1. To reimburse itself for the Reinsurer's share of unearned
premiums returned to insureds on account of policy
cancellations, unless paid in cash by the Reinsurer;
2. To reimburse itself for the Reinsurer's share of losses
and/or loss adjustment expense paid under the terms of
policies reinsured hereunder, unless paid in cash by the
Reinsurer;
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3. To reimburse itself for the Reinsurer's share of any
other amounts claimed to be due hereunder, unless paid in
cash by the Reinsurer;
4. To fund a cash account in an amount equal to the
Reinsurer's share of any ceded unearned premium and/or
outstanding loss and loss adjustment expense reserves
including incurred but not reported loss reserves funded
by means of a letter of credit which is under non-renewal
notice, if said letter of credit has not been renewed or
replaced by the Reinsurer 10 days prior to its expiration
date;
5. To refund to the Reinsurer any sum in excess of the actual
amount required to fund the Reinsurer's share of the Company's
ceded unearned premium and/or outstanding loss and loss
adjustment expense reserves, if so requested by the Reinsurer.
In the event the amount drawn by the Company on any letter of credit is
in excess of the actual amount required for B(1), B(2) or B(4), or in
the case of B(3), the actual amount determined to be due, the Company
shall return to the Reinsurer within 45 days the excess amount so
drawn.
C. Reinsurer agrees that for the first two years after issuance
of any policy reinsured under this Agreement, the amount of
security shall be the greater of (1) the direct written
premiums or (2) the Company's unearned premium and outstanding
loss and loss adjustment expense reserves; such losses and
loss adjustment expense reserves to be established by mutual
agreement of the Company and Reinsurer (the "Case Reserves").
After the first two years after issuance of any policy
reinsured under this Agreement, the amount of security
required from the Reinsurer shall be the Company's unearned
premium reserves and the Case Reserves.
ARTICLE XVI - INSOLVENCY
A. In the event of the insolvency of the Company, this
reinsurance shall be payable directly to the Company or to its
liquidator, receiver, conservator or statutory successor
immediately upon demand, with reasonable provision for
verification, on the basis of the liability of the Company
without diminution because of the insolvency of the Company or
because the liquidator, receiver, conservator or statutory
successor of the Company has failed to pay all or a portion of
any claim. It is agreed, however, that the liquidator,
receiver, conservator or statutory successor of the Company
shall give written notice to the Reinsurer of the pendency of
a claim against the Company indicating the policy or bond
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reinsured which claim would involve a possible liability on the part of
the Reinsurer within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that
during the pendency of such claim, the Reinsurer may investigate such
claim and interpose, at its own expense, in the proceeding where such
claim is to be adjudicated, any defense or defenses that it may deem
available to the Company or its liquidator, receiver, conservator or
statutory successor. The expense thus incurred by the Reinsurer shall
be chargeable, subject to the approval of the Court, against the
Company as part of the expense of conservation or liquidation to the
extent of a pro rata share of the benefit which may accrue to the
Company solely as a result of the defense undertaken by the Reinsurer.
B. Where two or more reinsurers are involved in the same claim and a
majority in interest elect to interpose defense to such claim, the
expense shall be apportioned in accordance with the terms of this
Agreement as though such expense had been incurred by the Company.
C. It is further understood and agreed that, in the event of the
insolvency of the Company, the reinsurance under this
Agreement shall be payable directly by the Reinsurer to the
Company or to its liquidator, receiver or statutory successor,
or except (1) where this Agreement specifically provides
another payee of such reinsurance in the event of the
insolvency of the Company or (2) where the Reinsurer with the
consent of the direct insured or insureds has assumed in
writing such policy obligations of the Company as direct
obligations of the Reinsurer to the payees under such policies
and in substitution for the obligations of the Company to such
payees.
ARTICLE XVII - ARBITRATION
A. Resolution of Disputes by Arbitration
The parties agree that all controversies or disputes arising out of, in
connection with, or which relate to this Agreement or performance under
this Agreement, which cannot be resolved by mutual agreement, shall be
submitted to arbitration for resolution, as herein provided.
B. Selection of Arbitrators
Arbitration shall be by a panel of three neutral arbitrators, each of
which shall be an active or former officer of an insurance or
reinsurance company, including a Lloyd's company, which, at the time of
the demand for arbitration, issues or has recently issued policies of
insurance of the type covered
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by this Reinsurance Agreement. In addition, each arbitrator shall meet
the requirements of, and shall agree to act in accordance with, the
Code of Ethics for Arbitrators in Commercial Disputes sponsored by the
American Bar Association and the American Arbitration Association,
except to the extent that conduct prohibited by such Code is
specifically permitted by the terms of this provision.
Within thirty (30) days after receipt of a demand for arbitration, each
party shall designate its arbitrator. The designation shall contain
information sufficient to allow the other party to judge the
qualifications of the person designated as arbitrator. Thereafter, each
party shall have fifteen (15) days within which to accept the
arbitrator designated by the other party or to challenge the
qualifications of the arbitrator so designated.
The arbitrators so designated and accepted shall, within thirty (30)
days after acceptance, select the third arbitrator. Arbitrators may
consult with the party nominating them as to acceptability of persons
under consideration for appointment by them as third arbitrator. If the
third arbitrator has not been selected within that time, each
arbitrator shall, within fifteen (15) days, nominate three qualified
individuals to serve as the third arbitrator. The American Arbitration
Association shall appoint a third arbitrator from the persons nominated
who meet the qualifications described in this Agreement.
If either party refuses or neglects to appoint an arbitrator within
thirty (30) days after receipt of a demand for arbitration, the
demanding party may appoint two (2) arbitrators.
C. Arbitration Procedure
Arbitration shall begin upon the filing by one of the parties of a
written demand for arbitration. Such demand shall contain a statement
setting forth the nature of the dispute, the amount involved, if any,
and the remedy sought. Such demand shall be served upon the other party
by certified mail, return receipt requested, at the place designated by
this Agreement for the service of notices in Article II of this
Agreement.
Within sixty (60) days after the arbitration panel has been finalized,
the parties shall submit their dispute or controversy to the panel of
arbitrators for decision. The site for the arbitration hearing shall be
Dallas, Texas or as mutually agreed by the parties. The rules for the
gathering of evidence, taking of discovery or depositions, if any, and
the conduct of the hearing shall be such rules as are included
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in the Commercial Arbitration Rules of the American Arbitration
Association, to the extent not inconsistent with the terms of this
provision. The parties may agree to use modified rules to expedite the
arbitration process. The formal rules of evidence need not apply, in
the arbitrators' discretion, to the hearing.
All arbitrators shall participate in the deliberations and a decision
on any matter shall be by a majority of the arbitrators.
The final decision of the arbitration panel shall be submitted in
writing, in such form as the arbitrators determine, within thirty (30)
days after the conclusion of the arbitration hearing. The decision of
the arbitrators shall be final, except that an appeal may be taken only
for one or more of the reasons assigned for vacating an award as
provided by the Federal Arbitration Act, which law shall apply and
govern the arbitration process contemplated hereunder, to the extent
not inconsistent with this provision.
Insofar as the panel looks to substantive law, it shall consider the
laws of the State of Texas.
D. Costs of Arbitration Proceeding
Each party shall bear the cost of its own arbitrator. The costs of the
arbitration proceeding, including the fees of the third arbitrator,
shall be borne equally by the parties, unless the arbitration panel
orders otherwise. The panel, in its discretion, may also allocate and
award other reasonable out-of-pocket costs of the parties, including
reasonable attorney's fees, as it deems fair and equitable under the
circumstances.
E. Confidentiality
The parties agree, and the appointed arbitrators shall agree as part of
their acceptance of nomination, to keep confidential and not disclose
to persons not connected with the arbitration the details of the
arbitration and all information received by them in connection
therewith, except as may be required by process of law.
ARTICLE XVIII - HOLD HARMLESS AGREEMENT
In consideration of the Company having delegated to the Reinsurer and to Agent,
the duty of performing the day-to-day policy underwriting, clerical, processing
and claims functions on policies reinsured hereunder (with the Company retaining
the general and ultimate authority in such matters), the Reinsurer hereby holds
the
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Company harmless from and shall reimburse the Company for any and all loss,
costs, damage or expense of whatever kind or character (including but not
limited to all legal fees and expenses incurred by the Company in asserting its
rights under this Agreement) as a result of the Company's having made such
delegation whether or not such loss, costs, damage or expenses fall within the
terms of Policies written and reinsured hereunder.
ARTICLE XIX - PROCESSING AND HANDLING OF BUSINESS
It is specifically understood and agreed to by the Company and Reinsurer , that
all issuance, maintenance and servicing of Policies, claims and any other
documents arising out of business written by Company in the APS Program under
this Agreement will be performed by Agent. This includes, but is not limited to,
application processing, policy issuance, cash handling, ▇▇▇▇▇▇▇▇, collections,
cancellations, reinstatements, agency commission payments (including information
return reporting on behalf of the Company) and collections, claims handling,
adjusting, payments, litigation, subrogation, all financial reporting records
and requirements, and any other operational functions normally performed in the
course of writing automobile business.
ARTICLE XX - EXCLUSIVE AGREEMENT
Company agrees that Reinsurer will act as its exclusive reinsurer for all
standard medical professional liability insurance in Texas during the term of
this Agreement.
ARTICLE XXI - MISCELLANEOUS
A. This Agreement shall bind and inure to the sole benefit of the
Company and the Reinsurer and their respective successors and
assigns and shall not confer any benefit on any other person.
B. The provisions of this Agreement shall not create any right or
legal relationship between Reinsurer and any insured and/or
policyholder of Company.
C. This Agreement may be executed in one or more counterparts,
each of which is deemed to be an original, and all of which
taken together shall constitute one and the same instrument.
D. This Agreement sets forth the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any
prior understandings, whether written or oral, with respect thereto.
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E. This Agreement may be amended from time to time by a written instrument
validly executed by the duly authorized representatives of each of the
parties hereto. No waiver of any of the terms or conditions of this
Agreement by any party shall be considered as creating a waiver of the
same terms or conditions in any subsequent transaction or occurrence.
F. This Agreement shall be construed under the laws of the State
of Texas.
G. This Agreement shall be considered as an honorable undertaking made in
good faith and shall be subject to a liberal construction for the
purpose of giving effect to the good faith and honorable intentions of
the Company and Reinsurer.
The Company by its duly authorized representative has executed this Agreement as
of the date undermentioned:
This 27th day of March, 1997.
FLORIDA PHYSICIANS INSURANCE COMPANY, INC.
By __________________________
Its ________________________
The Reinsurer by its duly authorized representative has executed this Agreement
as of the date undermentioned at:
Austin, Texas, this 27th day of March, 1997.
AMERICAN PHYSICIANS INSURANCE EXCHANGE
By _____________________________
Its _____________________________
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The Agent by its duly authorized representative has executed this Agreement as
of the date undermentioned at:
Austin, Texas, this 27th day of March, 1997.
AMERICAN PHYSICIANS INSURANCE AGENCY, INC.
By _____________________________
Its _____________________________
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ADDENDUM NO. 1
TO REINSURANCE AGREEMENT
Effective March 27, 1997
issued to
FLORIDA PHYSICIANS INSURANCE COMPANY, INC.
Jacksonville, Florida
by
AMERICAN PHYSICIANS INSURANCE EXCHANGE
Austin, Texas
It is agreed that a fee shall be allowed by the Reinsurer to the Company at four
percent of direct premiums written for the first year that this Agreement is in
effect. Thereafter the fee allowed by the Reinsurer to the Company shall be the
greater of (i) four percent of direct premiums written, or (ii) $240,000.
COMPANY:
-------------------------------------
By:__________________________________
Title:_______________________________
REINSURER:
------------------------------------
By:_________________________________
Title:______________________________
1
ADDENDUM NO. 2
TO REINSURANCE AGREEMENT
Effective March 27, 1997
issued to
FLORIDA PHYSICIANS INSURANCE COMPANY, INC.
Jacksonville, Florida
by
AMERICAN PHYSICIANS INSURANCE EXCHANGE
Austin, Texas
Specialties
Medical Doctors (M.D.)
Osteopaths (D.O.)
Chiropractors (D.C.)
Podiatrists (D.P.M.)
Certified Nursing Assistant
Dental Hygienist
Dietitian/Nutritionist
Heart/Lung Perfusionist
Medical Laboratory Technician
Nurse Anesthetist
Nurse Midwife
Nurse Practitioner
(Including Obstetrical N.P., Pediatric/Family N.P.
Psychiatric N.P.
Surgical N.P.)
Nurse - Critical Care
Nurse - Emergency Room
Nurse - LPN, LVN, Aide,
1st year RN Nurse - General Duty Nurse - Obstetrical Nurse - Scrub Nurse
OR Technician (Hospital) Optician Optometrist Paramedic Pharmacist Physical
Therapist Physicians Assistant Psychotherapist Respiratory Therapist Surgeons
Assistant Other - Allied Health
Care N.O.C.
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