EXHIBIT 10.39
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FORM OF TRUST AGREEMENT
Dated as of _____________, 2002
among
PLATINUM UNDERWRITERS REINSURANCE INC.
("Platinum US")
as Grantor,
MOUNTAIN RIDGE INSURANCE COMPANY
("Mountain Ridge")
as Beneficiary,
and
[Name of Trustee Bank]
As Trustee
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TABLE OF CONTENTS
PARTIES PAGE
Section 1. Creation and Deposit of Assets to the Trust fund........................2
Section 2. Withdrawal of Assets from the Trust fund................................4
Section 3. Application of Assets...................................................5
Section 4. Redemption, Investment and Substitution of Assets.......................6
Section 5. The Income Account......................................................7
Section 6. Right to Vote Assets....................................................7
Section 7. Additional Rights and Duties of the Trustee.............................8
Section 8. The Trustee's Compensation, Expenses and Indemnification...............10
Section 9. Resignation of the Trustee.............................................11
Section 10. Removal of Trustee.....................................................12
Section 11. Definitions............................................................12
Section 12. Governing Law..........................................................14
Section 13. Grantor's Tax Status...................................................14
Section 14. Successors and Assigns.................................................14
Section 15. Severability...........................................................14
Section 16. Entire Agreement.......................................................15
Section 17. Amendments.............................................................15
Section 18. Notices, etc...........................................................15
Section 19. Headings...............................................................16
Section 20. Counterparts...........................................................16
Section 21. Mergers, Consolidations................................................16
EXHIBIT A Form of 100% Quota Share Retrocession Agreement
EXHIBIT B List of Assets Deposited to the Trust fund
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TRUST AGREEMENT
TRUST AGREEMENT, dated as of____________, 2002 (the "Agreement"), among
PLATINUM UNDERWRITERS REINSURANCE INC. ("Platinum US"), a Maryland-domiciled
insurance company (the "Grantor"), MOUNTAIN RIDGE INSURANCE COMPANY ("Mountain
Ridge"), a Minnesota-domiciled insurance company (the "Beneficiary"), and
____________, a [U.S.] banking corporation (the "Trustee") (the Grantor, the
Beneficiary and the Trustee are hereinafter each sometimes referred to
individually as a "Party" and collectively as the "Parties").
W I T N E S S E T H
WHEREAS, the Grantor and the Beneficiary have entered into nine 100% Quota
Share Retrocession Agreements all of which are substantially in the form set
forth as Exhibit A hereto (the "Retrocession Agreements");
WHEREAS, the Beneficiary desires the Grantor to secure payments of all
amounts at any time and from time to time owing by the Grantor to the
Beneficiary under or in connection with the Retrocession Agreements;
WHEREAS, the Grantor desires to transfer to the Trustee for deposit to a
trust fund (the "Trust Fund") assets in order to secure payments by the Grantor
under or in connection with the Retrocession Agreements;
WHEREAS, the Trustee has agreed to act as trustee hereunder, and to hold
such assets in trust in the trust fund for the sole use and benefit of the
Beneficiary; and
WHEREAS, this Agreement is established for the sole use and benefit of the
Beneficiary and for the purposes of setting forth the duties and powers of the
Trustee with respect to the trust fund and the relative rights and obligations
of the Parties hereto;
NOW, THEREFORE, for consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties
hereby agree as follows:
SECTION 1. CREATION AND DEPOSIT OF ASSETS TO THE TRUST FUND.
(a) The Grantor shall establish and maintain a trust fund for the benefit
of the Beneficiary as security for the obligations of the Grantor under the
Retrocession Agreements. The trust fund shall be in a form reasonably
satisfactory to the Beneficiary and shall comply in all material respects with
the requirements under Maryland Insurance Law applicable to trust funds
established for credit for reinsurance purposes. The Trustee shall administer
the trust fund in its name as Trustee for the Beneficiary. The trust fund shall
be subject to withdrawal by the Beneficiary solely as provided herein.
(b) At the Closing Date, the Grantor shall deposit Qualifying Assets into
the trust fund equal to all payments and proceeds received by the Grantor in
respect of all reinsurance and retrocession agreements of each and all renewals
thereof as defined in the Retrocession Agreements (the "Reinsurance Contracts"),
including but not limited to Assets related to transferred reserves, premium
payments, reinsurance recoverables and other payments. As of the end of each
calendar quarter, the Grantor shall calculate the balance of the trust fund and
the aggregate loss, loss adjustment expense reserves, unearned premium reserves,
ceding commission and other reserves related to the Reinsurance Contracts as
reported in the statutory financial statements filed by the Grantor with the
Maryland Insurance Administration for such quarter and shall provide such
calculation to the Beneficiary within five days of the filing of such statutory
financial statements with the Maryland Insurance Administration. If the balance
of the trust fund is less than the aggregate of the related reserves, the
Grantor promptly shall
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deposit sufficient Qualifying Assets to cause the balance of the trust fund to
equal at least one hundred percent of such aggregate reserves. If the balance of
the trust fund is greater than the aggregate of the related reserves, the
Grantor may withdraw assets equal to the amount of such excess.
(c) Upon receipt of the quarterly calculation from the Grantor, the
Beneficiary shall have the right to reasonably object to such calculation and to
offer a reasonable proposal for reserve amounts. If the parties in good faith
are not able to resolve the disagreement within two weeks of the Beneficiary's
indication of disagreement, the parties shall mutually agree upon an independent
actuarial firm to determine an appropriate level of aggregate reserves with
respect to the Reinsurance Contracts, such level to be no more than the amount
proposed by the Beneficiary and no less than the amount reported by the Grantor,
and both parties agree to be bound by such determination.
(d) The Grantor shall retain the investment discretion with respect to the
assets in the trust, provided, however, that all assets held in the trust shall
qualify as admitted assets under Maryland Insurance Law.
(e) The Grantor shall be permitted to liquidate the trust at the earlier
of (i) such time as the Grantor's obligations under this Agreement have been met
or are terminated or waived or (ii) the reserves so reported by the Grantor do
not exceed $[ ] million as of two successive calendar year ends.
(f) The Beneficiary shall bear the costs and expenses of the Trustee.
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(g) Unless otherwise provided for in this Agreement, the Trustee shall
have no responsibility to determine whether the Assets in the trust fund are
sufficient to secure the Grantor's liabilities under the Retrocession Agreements
or whether they represent Qualifying Assets.
SECTION 2. WITHDRAWAL OF ASSETS FROM THE TRUST FUND.
(a) Without notice to the Grantor, the Beneficiary shall have the right,
at any time and from time to time, notwithstanding anything to the contrary
contained in the Retrocession Agreements, to withdraw from the trust fund, upon
written notice to the Trustee (the "Withdrawal Notice"), such assets as are
specified in such Withdrawal Notice. The Beneficiary need present no statement
or document in addition to a Withdrawal Notice in order to withdraw any Assets;
nor is said right of withdrawal or any other provision of this Agreement subject
to any conditions or qualifications not contained in this Agreement.
(b) Upon receipt of a Withdrawal Notice, the Trustee shall immediately
take the steps necessary to transfer absolutely all right, title and interest in
the Assets specified in such Withdrawal Notice and shall deliver physical
custody of such assets to or for the account of the Beneficiary.
(c) Subject to paragraph (a) of this Section 2 and to Section 4 of this
Agreement, in the absence of a Withdrawal Notice, the Trustee shall allow no
substitution or withdrawal of any Asset from the trust fund.
(d) The Trustee shall have no responsibility whatsoever to determine that
any Assets withdrawn from the trust fund pursuant to this Section 2 are
withdrawn in compliance
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with the Retrocession Agreements, or will be used and applied in the manner
contemplated by Section 3 of this Agreement.
SECTION 3. APPLICATION OF ASSETS.
(a) The Beneficiary hereby covenants to the Grantor that it shall use and
apply any withdrawn Assets, without diminution because of the insolvency of the
Beneficiary or the Grantor, for the following purposes only:
(i) to pay or reimburse the Beneficiary for the Grantor's share under the
Retrocession Agreements regarding any losses and allocated loss expenses paid by
the Beneficiary but not recovered from the Grantor, and unearned premiums due to
the Beneficiary if not otherwise paid by the Grantor, or for other amounts due
to the Beneficiary, if not otherwise paid by the Grantor in accordance with the
terms of the Retrocession Agreements;
(ii) to make payment to the Grantor of any amounts held in the trust fund
that exceed 102% of the actual amount required to fund the Grantor's entire
Obligations (as hereinafter defined), and
(iii) where the Beneficiary has received a Termination Notice (as
hereinafter defined) pursuant to Section 10 of this Agreement and where all or a
portion of the Grantor's Obligations remain unliquidated and undischarged ten
days prior to the Termination Date (as hereinafter defined), to withdraw amounts
equal to such Obligations and deposit such amounts in a separate account, in the
name of the Beneficiary, in any Qualified United States Financial Institution
(as defined herein), apart from its other assets, in trust for the uses and
purposes specified in subparagraphs (i) and (ii) of this Section as may remain
executory after such withdrawal and for any period after such Termination Date.
For the purposes of this
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subparagraph (iii), the phrase "the trust fund" in subparagraph (ii) of this
Section shall be deemed to read "the separate account" established pursuant to
this subparagraph (iii),
(iv) For purposes of this subsection (a), all Assets shall be valued at
their current fair market value.
SECTION 4. REDEMPTION, INVESTMENT AND SUBSTITUTION OF ASSETS.
(a) The Trustee shall surrender for payment all maturing Assets and all
Assets called for redemption (and provide written notice to the Beneficiary to
that effect) and deposit the principal amount of the proceeds of any such
payment to the trust fund.
(b) From time to time, at the written order and direction of the Grantor,
any instruction or order concerning such investments or substitutions of
securities being referred to herein as an "Investment Order", the Trustee shall
invest Assets in the trust fund in Qualifying Assets.
(c) From time to time, subject to the prior written approval of the
Beneficiary, the Grantor may direct the Trustee to substitute Qualifying Assets
for other Qualifying Assets held in the trust fund at such time. The Trustee
shall have no responsibility whatsoever to determine the value of such
substituted securities or that such substituted securities constitute Qualifying
Assets.
(d) The Trustee shall not allow any substitutions or withdrawals of assets
from the Trust fund, except on (i) written instructions from the Beneficiary, or
(ii) a call on or the maturity of any trust Asset if the Trustee provides
written notice to the Beneficiary and pays the proceeds from the Asset into the
trust fund.
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(e) All investments and substitutions of securities referred to in
paragraphs (b) and (c) of this Section 4 shall be in compliance with the
relevant limitations in "Qualifying Assets", as set forth in Section 11 of this
Agreement. The Trustee shall have no responsibility whatsoever to determine that
any Assets in the trust fund are or continue to be Qualifying Assets. The
Trustee shall execute Investment Orders and settle securities transactions by
itself or by means of an agent or broker. The Trustee shall not be responsible
for any act or omission, or for the solvency, of any such agent or broker unless
said act or omission is the result, in whole or in part, of the Trustee's
negligence, willful misconduct or lack of good faith.
(f) Any loss incurred from any investment pursuant to the terms of this
Section 4 shall be borne exclusively by the trust fund. The Trustee shall not be
liable for any loss due to changes in market rates or penalties for early
redemption.
SECTION 5. THE INCOME ACCOUNT.
All payments of interest and dividends actually received in respect of
Assets in the trust fund shall be deposited by the Trustee, subject to deduction
of the Trustee's compensation and expenses as provided in Section 8 of this
Agreement, in a separate account (the "Income Account") established and
maintained by the Grantor at an office of the Trustee in U.S. office. The
Grantor shall provide the Trustee with the appropriate wiring instructions for
deposits to be made in the Income Account. The Grantor shall have the right to
withdraw funds from the Income Account at any time.
SECTION 6. RIGHT TO VOTE ASSETS.
(a) The Trustee shall forward all annual and interim stockholder reports
and all proxies and proxy materials relating to the Assets in the trust fund to
the Grantor. The Grantor shall have the full and unqualified right to vote any
Assets in the trust fund.
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SECTION 7. ADDITIONAL RIGHTS AND DUTIES OF THE TRUSTEE.
(a) The Trustee shall receive assets and hold the assets in a safe place;
(b) The Trustee shall provide to the Grantor and the Beneficiary a
statement of all Assets in the trust fund on its inception at the end of each
calendar quarter;
(c) The Trustee shall notify the Grantor and the Beneficiary, within 10
days, of any deposits to or withdrawals from the trust fund;
(d) The Trustee shall hold the Assets in the Trust fund at the Trustee's
office in the United States;
(e) The Trustee may deposit any Assets in the trust fund in a book-entry
account maintained at the Federal Reserve Bank of [ ] or in depositories such as
the Depository Trust Company. Assets may be held in the name of a nominee
maintained by the Trustee or by any such depository.
(f) The Trustee shall accept and open all mail directed to the Grantor or
the Beneficiary in care of the Trustee.
(g) Upon the request of the Grantor or the Beneficiary, the Trustee shall
promptly permit the Grantor or the Beneficiary, their respective agents,
employees or independent auditors to examine, audit, excerpt, transcribe and
copy, during the Trustee's normal business hours, any books, documents, papers
and records relating to the trust fund or the Assets.
(h) The Trustee is authorized to follow and rely upon all instructions
given by applicable officers named in incumbency certificates furnished to the
Trustee from time to time
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by the Grantor and Beneficiary, respectively, and by attorneys-in-fact acting
under written authority furnished to the Trustee by the Grantor or the
Beneficiary, including, without limitation, instructions given by letter,
facsimile transmission, telegram, teletype, cablegram or electronic media, if
the Trustee believes such instructions to be genuine and to have been signed,
sent or presented by the proper party or parties. The Trustee shall not incur
any liability to anyone resulting from actions taken by the Trustee in reliance
in good faith on such instructions. The Trustee shall not incur any liability in
executing instructions (i) from an attorney-in-fact or (ii) from any officer of
the Grantor of the Beneficiary named in an incumbency certificate delivered
hereunder prior to receipt by it of a more current certificate.
(i) The duties and obligations of the Trustee shall only be such as are
specifically set forth in this Agreement, as it may from time to time be
amended, and no implied duties or obligations shall be read into this Agreement
against the Trustee. The Trustee shall only be liable for its own negligence,
willful misconduct or lack of good faith.
(j) No provision of this Agreement shall require the Trustee to take any
action which, in the Trustee's reasonable judgment, would result in any
violation of this Agreement or any provision of law.
(k) The Trustee may confer with counsel of its own choice in relation to
matters arising under this Agreement and shall have full and complete
authorization from the other Parties hereunder for any action taken or suffered
by it under this Agreement or under any transaction contemplated hereby in good
faith and in accordance with opinion of such counsel.
(l) The invasion of the trust corpus to pay compensation to, or reimburse
the expense of the Trustee is hereby prohibited.
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(m) The Trustee shall deliver to the Beneficiary written notice of
termination at least 30 days before termination of the trust fund.
SECTION 8. THE TRUSTEE'S COMPENSATION, EXPENSES AND INDEMNIFICATION.
(a) The Grantor shall pay the Trustee, as compensation for its services
under this Agreement, a fee at rates determined by the Trustee and agreed to by
the Grantor, from time to time and communicated in writing to the Grantor. The
Grantor shall pay or reimburse the Trustee for all of the Trustee's reasonable
expenses and disbursements in connection with its duties under this Agreement
(including attorney's fees and expenses), except any such expense, or
disbursement as may arise from the Trustee's negligence, willful misconduct or
lack of good faith. The Trustee shall be entitled to deduct its compensation and
expenses solely from payments of dividends, interest and other income in respect
of the Assets held in the trust fund prior to the deposit thereof to the Income
Account as provided in Section 5 of this Agreement. The Grantor shall indemnify,
defend and save harmless the Trustee from all loss or expense (including the
fees and expenses of in house or outside counsel) arising out of or in
connection with (i) its execution and performance of this Agreement, except to
the extent that such loss, liability or expense is due to the negligence,
willful misconduct or lack of good faith of the Trustee, or (ii) its following
any instructions or other directions from the Grantor, except to the extent that
its following any such instructions or direction is expressly forbidden by the
terms hereof. Anything in this Agreement to the contrary notwithstanding, in no
event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) except
for such special, indirect or consequential loss arising out of the Trustee's
own negligence, willful misconduct or lack of good faith. The Grantor hereby
acknowledges that the foregoing indemnities shall survive the resignation of the
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Trustee or the termination of this Agreement and hereby grants the Trustee a
lien, right of set-off and security interest in the funds in the Income Account
for the payment of any claim for compensation, reimbursement or indemnity
hereunder.
(b) No Assets shall be withdrawn from the Trust fund or used in any manner
for paying compensation to, or reimbursement or indemnification of, the Trustee.
SECTION 9. RESIGNATION OF THE TRUSTEE.
(a) The Trustee may resign at any time by giving not less than 90 days'
written notice thereof to the Beneficiary and to the Grantor, such resignation
to become effective only on the acceptance of appointment by a successor trustee
and the transfer to such successor trustee of all Assets in the trust fund in
accordance with paragraph (b) of this Section 9.
(b) Upon receipt of the Trustee's notice of resignation, the Grantor and
the Beneficiary shall appoint a successor trustee. Any successor trustee shall
be a Qualified United States Financial Institution and shall not be a Parent, a
Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the
acceptance of the appointment as trustee hereunder by a successor trustee and
the transfer to such successor trustee of all Assets in the trust fund, the
resignation of the Trustee shall become effective. Thereupon, such successor
trustee shall succeed to and become vested with all the rights, powers,
privileges and duties of the Trustee, and the Trustee shall be discharged from
any future duties and obligations under this Agreement, but the Trustee shall
continue after its resignation to be entitled to the benefits of the indemnities
provided herein for the Trustee.
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SECTION 10. REMOVAL OF TRUSTEE.
(a) The Grantor may remove the Trustee at any time by giving not less than
90 days' written notice thereof to the Beneficiary and to the Trustee, such
removal to become effective only on the acceptance of appointment by a successor
trustee and the transfer to such successor trustee of all Assets in the trust
fund in accordance with paragraph (b) of this Section 10.
(b) Upon receipt of the Grantor's notice of removal, the Grantor and the
Beneficiary shall appoint a successor trustee. Any successor trustee shall be a
Qualified United States Financial Institution and shall not be a Parent, a
Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the
acceptance of the appointment as trustee hereunder by a successor trustee and
the transfer to such successor trustee of all Assets in the trust fund, the
removal of the Trustee shall become effective. Thereupon, such successor trustee
shall succeed to and become vested with all the rights, powers, privileges and
duties of the Trustee, and the Trustee shall be discharged from any future
duties and obligations under this Agreement, but the Trustee shall continue
after its removal to be entitled to the benefits of the indemnities provided
herein for the Trustee.
SECTION 11. DEFINITIONS.
Except as the context shall otherwise require, the following terms shall
have the following meanings for all purposes of this Agreement (the definitions
to be applicable to both the singular and the plural forms of each term defined
if both such forms of such term are used in this Agreement):
The term "Affiliate" with respect to any corporation shall mean a
corporation which directly, or indirectly through one of more intermediaries,
controls or is controlled by, or
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is under common control with, such corporation. The term "control"
(including the related terms "controlled by" and "under common control with")
shall mean the ownership, directly or indirectly, or more than fifty percent
(50%) of the voting stock of a corporation.
The term "Business Day" shall mean any day on which the offices of the
Trustee in [ ] are open for business.
The term "Expenses" shall mean the Trustee's reasonable expenses and
disbursements in connection with its duties under this Agreement (including
reasonable attorney's fees and expenses) not including any such expense, or
disbursement as may arise from the Trustee's negligence, willful misconduct or
lack of good faith.
The term "Obligations" shall mean, with respect to the
Retrocession Agreement, (a) reinsured losses and allocated loss expenses paid by
the Beneficiary, but not recovered from the Grantor, (b) reserves for reinsured
losses reported and outstanding, (c) reserves for reinsured losses incurred but
not reported, and (d) reserves for allocated reinsured loss expenses and
unearned premiums.
The term "Parent" shall mean an institution that, directly or indirectly,
controls another institution.
The term "person" shall mean and include an individual, a corporation, a
partnership, an association, a trust, an unincorporated organization or a
government or political subdivision thereof.
The term "Qualified United States Financial Institution" shall have the
meaning provided in COMAR 09.30.97.08.
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The term "Qualifying Assets" shall mean and include any security listed by
the Securities Valuation Office of the National Association of Insurance
Commissioners and qualifying as an admitted asset under applicable Maryland law.
The term "Subsidiary" shall mean an institution controlled, directly or
indirectly, by another institution.
SECTION 12. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland without regard to its choice of laws principles.
SECTION 13. GRANTOR'S TAX STATUS.
The Grantor shall provide the Trustee with a Certificate of Foreign Status
on Form W-8 or its Tax Identification Number (TIC) as assigned by the Internal
Revenue Service, as applicable.
SECTION 14. SUCCESSORS AND ASSIGNS.
No Party may assign this Agreement or any of its obligations hereunder
without the prior written consent of the other Parties; PROVIDED, HOWEVER, that
this Agreement shall inure to the benefit of and bind those who, by operation of
law, become successors to the Parties, including, without limitation, any
liquidator, rehabilitator, receiver or conservator and any successor merged or
consolidated entity and PROVIDED FURTHER that, in the case of the Trustee, the
successor trustee is eligible to be a trustee under the terms hereof.
SECTION 15. SEVERABILITY.
In the event that any provision of the Agreement shall be declared invalid
or unenforceable by any regulatory body or court having jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remaining portions of this Agreement.
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SECTION 16. ENTIRE AGREEMENT.
This agreement constitutes the entire agreement among the Parties, and
there are no understandings or agreement, conditions or qualifications relative
to this Agreement which are not fully expressed in this Agreement.
SECTION 17. AMENDMENTS.
This Agreement may be modified or otherwise amended, and the observance of
any term of this Agreement may be waived, if such modification, amendment or
waiver is in writing and signed by all of the Parties.
SECTION 18. NOTICES, ETC.
Unless otherwise provided in this Agreement, all notices, directions,
requests, demands, acknowledgments and other communications required or
permitted to be given or made under the terms hereof shall be in writing and
shall be deemed to have been duly given or made on the date received when
addressed as follows:
If to the Grantor: Platinum ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
Fax No.:
If to the Beneficiary: Mountain Ridge
Vermont
Attention: President
Fax No.:
If to the Trustee: [Name of Trustee]
[Address]
Attention:
Fax No.:
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Each Party may from time to time designate a different address for
notices, directions, requests, demands, acknowledgments and other communications
by giving written notice of such change to the other Parties. All notices,
directions, requests, demands, acknowledgments and other communications relating
to the Beneficiary's approval of the Grantor's authorization to substitute
Assets and to the termination of the trust fund shall be in writing and may not
be made or given by prepaid telex, telegraph or telecopier.
SECTION 19. HEADINGS.
The headings of the Sections and the Table of Contents have been inserted
for convenience of reference only, and shall not be deemed to constitute a part
of this Agreement.
SECTION 20. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall constitute an original, but such
counterparts together shall constitute one and the same Agreement.
SECTION 21. MERGERS, CONSOLIDATIONS.
Any corporation into which the Trustee in its individual capacity may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee in
its individual capacity shall be a party, or any corporation to which
substantially all the corporate trust business of the Trustee in its individual
capacity may be transferred, shall be the Trustee under this Trust Agreement
without further act.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
PLATINUM UNDERWRITERS REINSURANCE INC.
As Grantor
By:
-----------------------------------------
Title:
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MOUNTAIN RIDGE INSURANCE COMPANY
As Beneficiary
By:
-----------------------------------------
Title:
--------------------------------------
and
[NAME OF TRUSTEE]
As Trustee
By:
-----------------------------------------
Title:
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EXHIBIT A
Form of 100% Quota Share Retrocession Agreement
Dated as of ____________, 2002
EXHIBIT B
[List of Assets Deposited
to the Trust fund]
[to come]