EXHIBIT 10.51
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
by
The Subscribing Reinsurer(s) Executing the
Interests and Liabilities Agreement(s)
Attached Hereto
(hereinafter referred to as the "Reinsurer")
"Reinsurer")
Preamble
The "Meridian Mutual Group" for purposes of this Contract shall
consist of Meridian Mutual Insurance Company, Indianapolis,
Indiana, Meridian Security Insurance Company, Indianapolis,
Indiana, Citizens Security Mutual Insurance Company, Red Wing,
Minnesota, Citizens Fund Insurance Company, Red Wing, Minnesota,
and Insurance Company of Ohio, Mansfield, Ohio. The application
of this Contract shall be to the parties comprising the Meridian
Mutual Group as a group and not separately to each.
Article I - Classes of Business Reinsured
By this Contract the Reinsurer agrees to reinsure the excess
liability which may accrue to the Company under its policies,
contracts and binders of insurance or reinsurance (hereinafter
called "policies") in force at the effective date hereof or
issued or renewed on or after that date, and classified by the
Company as Fire and Allied Lines, Homeowners (property perils
only), Mobile Homeowners (property perils only), Farmowners
(property perils only), Commercial Multiple Peril (property
perils only), Businessowners (property perils only), Earthquake,
Inland Marine and Automobile Physical Damage (comprehensive
coverage only) business, subject to the terms, conditions and
limitations hereinafter set forth.
Article II - Term
A. This Contract shall become effective on January 1, 1998, with
respect to losses arising out of loss occurrences commencing
on or after that date, and shall remain in force until
December 31, 1998, both days inclusive.
B. If this Contract expires while a loss occurrence covered
hereunder is in progress, the Reinsurer's liability hereunder
shall, subject to the other terms and conditions of this
Contract, be determined as if the entire loss occurrence had
occurred prior to the expiration of this Contract, provided
that no part of such loss occurrence is claimed against any
renewal or replacement of this Contract.
Article III - Territory
The liability of the Reinsurer shall be limited to losses under
policies covering property located within the territorial limits
of the United States of America, its territories or possessions,
Puerto Rico, the District of Columbia and Canada; but this
limitation shall not apply to moveable property if the Company's
policies provide coverage when said moveable property is outside
the aforesaid territorial limits.
Article IV - Exclusions
This Contract shall not apply to:
1. Reinsurance accepted by the Company other than:
a. Facultative reinsurance on a share basis of risks
accepted individually and not forming part of any
agreement; or
b. Local agency reinsurance on a share basis accepted
in the normal course of business.
2. Nuclear incident per the following clauses attached hereto:
a. "Nuclear Incident Exclusion Clause - Physical
Damage Reinsurance - U.S.A." (NMA 1119);
b. "Nuclear Incident Exclusion Clause - Physical
Damage Reinsurance - Canada" (NMA 1980);
c. "Nuclear Energy Risks Exclusion Clause
(Reinsurance) (1994) Worldwide Excluding U.S.A. &
Canada" (NMA 1975(a)).
3. Pool, association, or syndicate business as excluded
by the provisions of the "Pools, Associations and
Syndicates Exclusion Clause" attached to and forming part
of this Contract.
4. Any liability of the Company arising from its
participation or membership in any insolvency fund.
5. Credit, financial guarantee and insolvency business.
6. War risks as excluded in any standard policy.
7. Policies written to apply in excess of underlying
insurance 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 or franchise in connection with earthquake or
windstorm.
8. Insurance on growing crops.
9. Insurance against flood, surface water, waves, tidal
water or tidal wave, overflow of streams or other bodies
of water or spray from any of the foregoing, all whether
driven by wind or not, when written as such; however, this
exclusion shall not apply as respects the foregoing perils
included in Commercial Multiple Peril, Homeowners Multiple
Peril, Farmowners Multiple Peril, Inland Marine,
Boatowners, Mobile Homeowners, and Automobile Physical
Damage policies, and in endorsements to Fire and Extended
Coverage policies.
10. 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.
11. Difference in conditions insurance and similar kinds
of insurance, howsoever styled.
12. Risks which have a total insurable value of more than $250,000,000.
13. Any collection of fine arts with an insurable value
of $5,000,000 or more.
14. Inland Marine business with respect to the following:
a. All bridges and tunnels;
b. Cargo insurance when written as such with respect
to ocean, lake, or inland waterways vessels;
c. Commercial negative film insurance and cast insurance;
d. Drilling rigs, except water well drilling rigs;
e. Furriers' customers policies;
f. Garment contractors policies;
g. Insurance on livestock under so-called "mortality
policies," when written as such;
h. Jewelers' block policies and furriers' block policies;
i. Mining equipment while underground;
j. Radio and television broadcasting towers;
k. Registered mail insurance when the limit of any
one addressee on any one day is more than $50,000;
l. Watercraft other than watercraft insured under
personal property floaters, yacht and/or outboard
policies, homeowners, farmowners, or recreational
vehicle policies.
15. Automobile physical damage business with respect to the following:
a. Insurance against collision;
b. Insurance against theft or larceny;
c. Manufacturers' stocks at factories or warehouses.
16. This Contract excludes loss and/or damage and/or
costs and/or expenses arising from seepage and/or
pollution and/or contamination, other than contamination
from smoke. Nevertheless, this exclusion does not
preclude payment of the cost of removing debris of
property damaged by a loss otherwise covered hereunder,
subject always to a limit of 25% of the Company's property
loss under the applicable original policy.
17. Losses in respect of overhead transmission and
distribution lines and their supporting structures other
than those on or within 150 meters (or 500 feet) of the
insured premises.
It is understood and agreed that public utilities
extension and/or suppliers extension and/or contingent
business interruption coverages are not subject to this
exclusion provided that these are not part of a
transmitters' or distributors' policy.
18. Extra Contractual Obligations and Loss in Excess of Policy Limits.
Article V - Retention and Limit
A. No claim shall be made hereunder until the Company's subject
ultimate net loss arising out of loss occurrences commencing
during the term of this Contract exceeds 3.0% of net earned
premium for the term of this Contract, subject to a minimum
retention of $7,800,000. The Reinsurer shall then be liable
for 95.0% of the amount by which the Company's subject
ultimate net loss for the term of this Contract exceeds the
Company's retention, but the liability of the Reinsurer shall
not exceed 95.0% of $10,000,000 during the term of this
Contract.
B. "Subject ultimate net loss" as used herein shall mean:
1. The Company's ultimate net loss in excess of $550,000
arising out of any one loss occurrence, not to exceed
$5,450,000 in any one loss occurrence; plus,
2. The Company's 5.0% co-participation under their per
occurrence catastrophe coverage of $12,000,000 excess of
$6,000,000 per loss occurrence.
No loss occurrence shall be included in subject ultimate net
loss unless said loss occurrence involves at least two risks.
C. The Company shall maintain in force excess per risk
reinsurance, recoveries under which shall inure to the benefit
of this Contract.
Article VI - Definitions
A. "Ultimate net loss" as used herein is defined as the sum or
sums (including any loss adjustment expense, as hereinafter
defined) paid or payable by the Company in settlement of
claims and in satisfaction of judgments rendered on account of
such claims, after deduction of all salvage, all recoveries
and all claims on inuring insurance or reinsurance, whether
collectible or not. Nothing herein shall be construed to mean
that losses under this Contract are not recoverable until the
Company's ultimate net loss has been ascertained.
B. "Loss adjustment expense" as used herein shall mean expenses
assignable to the investigation, appraisal, adjustment,
settlement, litigation, defense and/or appeal of specific
claims, regardless of how such expenses are classified for
statutory reporting purposes. Loss adjustment expense shall
include, but not be limited to, interest on judgments and
expenses of outside adjusters, but shall not include office
expenses or salaries of the Company's regular employees.
Article VII - Loss Occurrence (NMA 2244/BRMA 27A)
A. The term "loss occurrence" 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 or province of Canada and states or
provinces 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 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 epicentre of which need
not necessarily be within the territorial confines
referred to in paragraph A of this Article) and fire
following directly occasioned by the 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 frozen pipes and tanks) may be
included in the Company's "loss occurrence."
B. Except for those "loss occurrences" referred to in
subparagraphs 1 and 2 of paragraph A above, 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 shall apply with respect to
one event.
C. However, as respects those "loss occurrences" referred to in
subparagraphs 1 and 2 of paragraph A above, if the disaster,
accident or loss occasioned by the event is of greater
duration than 72 consecutive hours, then the Company may
divide that disaster, accident or loss into two or more "loss
occurrences," provided that no two periods overlap and no
individual loss is included in more than one such period, and
provided that no period commences 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.
D. No individual losses occasioned by an event that would be
covered by 72 hours clauses may be included in any "loss
occurrence" claimed under the 168 hours provision.
Article VIII - Loss Notices and Settlements
A. Whenever losses sustained by the Company appear likely to
result in a claim hereunder, the Company shall notify the
Reinsurer, and the Reinsurer shall have the right to
participate in the adjustment of such losses at its own expense.
B. All loss settlements made by the Company, provided they are
within the terms of the original policies (or within the terms
of extra contractual obligations coverage, if any, provided
under this Contract) and within the terms of this Contract,
shall be binding upon the Reinsurer. The Reinsurer agrees to
pay all amounts for which it may be liable upon receipt of
reasonable evidence of the amount paid (or scheduled to be
paid) by the Company. The Company shall be the sole judge of
what is covered by an original policy.
C. If the aggregate subject excess ultimate net paid losses
occurring during the term of this Contract exceed the
provisional retention, the Reinsurer shall make preliminary
payment of the Reinsurer's portion of such subject ultimate
net losses. The provisional retention shall be calculated
based upon 3.0% of the estimated net earned premium for the
term of this Contract, as estimated at the inception hereof.
Any such preliminary payment shall be adjusted to actual as
soon as the Company's net earned premium is known.
Article IX - Salvage and Subrogation
The Reinsurer shall be credited with salvage (i.e., reimbursement
obtained or recovery made by the Company, less the actual cost,
excluding salaries of officials and employees of the Company and
sums paid to attorneys as retainer, of obtaining such
reimbursement or making such recovery) on account of claims and
settlements involving reinsurance hereunder. Salvage thereon
shall always be used to reimburse the excess carriers in the
reverse order of their priority according to their participation
before being used in any way to reimburse the Company for its
primary loss. The Company hereby agrees to enforce its rights to
salvage or subrogation relating to any loss, a part of which loss
was sustained by the Reinsurer, and to prosecute all claims
arising out of such rights.
Article X - Premium
A. As premium for the reinsurance provided hereunder, the Company
shall pay the Reinsurer 0.96% of its net earned premium for
the term of this Contract, subject to a minimum premium of
$2,160,000.
B. The Company shall pay the Reinsurer a deposit premium of
$2,700,000 in four equal installments of $675,000 on
January 1, April 1, July 1 and October 1 of 1998.
C. Within 60 days after the expiration of this Contract, the
Company shall provide a report to the Reinsurer setting forth
the premium due hereunder, computed in accordance with
paragraph A, and any additional premium due the Reinsurer or
return premium due the Company shall be remitted promptly.
D. "Net earned premium" as used herein is defined as gross earned
premium of the Company for all classes of business issued by
the Company, less the earned portion of premiums ceded by the
Company for reinsurance which inures to the benefit of this
Contract.
Article XI - Profit Sharing
A. If the premiums paid for the Underlying Aggregate Excess
Catastrophe Reinsurance Contracts effective January 1, 1996
and January 1, 1997 and this Contract exceed the claims
incurred under said contracts, then the Company will be
entitled to a "Return Premium." The "Return Premium" shall be
equal to the greater of zero or 25% of the "Profit Balance"
under said contracts in the aggregate. The "Profit Balance"
shall be equal to 80% of the total premiums, including
reinstatement premiums paid (if any) during the terms of said
contracts, less losses incurred under said contracts.
B. At the date that such a "Return Premium" is mutually
determined by the Company and the Reinsurer and the payment is
made by the Reinsurer to the Company, such contracts shall be
considered commuted, and such payment, once effected, shall be
regarded as a full and final release of the Reinsurer from all
liability under such contracts.
Article XII - Late Payments
A. The provisions of this Article shall not be implemented unless
specifically invoked, in writing, by one of the parties to
this Contract.
B. In the event any premium, loss or other payment due either
party is not received by the intermediary named in Article XXV
(hereinafter referred to as the "Intermediary") by the payment
due date, the party to whom payment is due may, by notifying
the Intermediary in writing, require the debtor party to pay,
and the debtor party agrees to pay, an interest penalty on the
amount past due calculated for each such payment on the last
business day of each month as follows:
1. The number of full days which have expired since the
due date or the last monthly calculation, whichever the
lesser; times
2. 1/365ths of the ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Treasury ▇▇▇▇
Rate, as quoted in The Wall Street Journal on the first
business day of the month for which the calculation is
made; times
3. The amount past due, including accrued interest.
It is agreed that interest shall accumulate until payment of
the original amount due plus interest penalties have been
received by the Intermediary.
C. The establishment of the due date shall, for purposes of this
Article, be determined as follows:
1. As respects the payment of routine deposits and
premiums due the Reinsurer, the due date shall be as
provided for in the applicable section of this Contract.
In the event a due date is not specifically stated for a
given payment, it shall be deemed due 30 days after the
date of transmittal by the Intermediary of the initial
billing for each such payment.
2. Any claim or loss payment due the Company hereunder
shall be deemed due 10 business days after the proof of
loss or demand for payment is transmitted to the Reinsurer
or received by the Reinsurer, whichever is soonest. If
such loss or claim payment is not received with the 10
days, interest will accrue on the payment or amount
overdue in accordance with paragraph B above, from the
date the proof of loss or demand for payment, in
accordance with the provisions of Article VIII, was
transmitted to the Reinsurer.
3. As respects any payment, adjustment or return due
either party not otherwise provided for in subparagraphs 1
and 2 of paragraph C above, the due date shall be as
provided for in the applicable section of this Contract.
In the event a due date is not specifically stated for a
given payment, it shall be deemed due 10 business days
following transmittal of written notification that the
provisions of this Article have been invoked.
For purposes of interest calculations only, amounts hereunder
shall be deemed paid upon receipt by the Intermediary.
D. Nothing herein shall be construed as limiting or prohibiting a
subscribing reinsurer from contesting the validity of any
claim, or from participating in the defense or control of any
claim or suit, or prohibiting either party from contesting the
validity of any payment or from initiating any arbitration or
other proceeding in accordance with the provisions of this
Contract. If the debtor party prevails in an arbitration or
other proceeding, then any interest penalties due hereunder on
the amount in dispute shall be null and void. If the debtor
party loses in such proceeding, then the interest penalty on
the amount determined to be due hereunder shall be calculated
in accordance with the provisions set forth above unless
otherwise determined by such proceedings. If a debtor party
advances payment of any amount it is contesting, and proves to
be correct in its contestation, either in whole or in part,
the other party shall reimburse the debtor party for any such
excess payment made plus interest on the excess amount
calculated in accordance with this Article.
E. Interest penalties arising out of the application of this
Article that are $100 or less from any party shall be waived
unless there is a pattern of late payments consisting of three
or more items over the course of any 12-month period.
Article XIII - Offset (BRMA 36C)
The Company and the Reinsurer shall have the right to offset any
balance or amounts due from one party to the other under the
terms of this Contract. The party asserting the right of offset
may exercise such right any time whether the balances due are on
account of premiums or losses or otherwise.
Article XIV - Access to Records (BRMA 1D)
The Reinsurer or its designated representatives shall have access
at any reasonable time to all records of the Company which
pertain in any way to this reinsurance.
Article XV - Net Retained Lines (BRMA 32B)
A. This Contract applies only to that portion of any policy which
the Company retains net for its own account, and in
calculating the amount of any loss hereunder and also in
computing the amount or amounts in excess of which this
Contract attaches, only loss or losses in respect of that
portion of any policy which the Company retains net for its
own account shall be included.
B. The amount of the Reinsurer's liability hereunder in respect
of any loss or losses shall not be increased by reason of the
inability of the Company to collect from any other
reinsurer(s), whether specific or general, any amounts which
may have become due from such reinsurer(s), whether such
inability arises from the insolvency of such other
reinsurer(s) or otherwise.
Article XVI - Errors and Omissions (BRMA 14F)
Inadvertent delays, errors or omissions made in connection with
this Contract or any transaction hereunder shall not relieve
either party from any liability which would have attached had
such delay, error or omission not occurred, provided always that
such error or omission is rectified as soon as possible after
discovery.
Article XVII - Currency (BRMA 12A)
A. Whenever the word "Dollars" or the "$" sign appears in this
Contract, they shall be construed to mean United States
Dollars and all transactions under this Contract 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 XVIII - Taxes (BRMA 50C)
In consideration of the terms under which this Contract is
issued, the Company will not claim a deduction in respect of the
premium hereon when making tax returns, other than income or
profits tax returns, to any state or territory of the United
States of America, the District of Columbia or Canada.
Article XIX - Federal Excise Tax (BRMA 17A)
(Applicable to those reinsurers, excepting Underwriters at
Lloyd's London and other reinsurers exempt from Federal Excise
Tax, who are domiciled outside the United States of America.)
A. The Reinsurer has agreed to allow for the purpose of paying
the Federal Excise Tax the applicable percentage of the
premium payable hereon (as imposed under Section 4371 of the
Internal Revenue Code) to the extent such premium is subject
to the Federal Excise Tax.
B. In the event of any return of premium becoming due hereunder
the Reinsurer will deduct the applicable percentage from the
return premium payable hereon and the Company or its agent
should take steps to recover the tax from the United States
Government.
Article XX - Unauthorized Reinsurers
A. If the Reinsurer is unauthorized in any state of the United
States of America or the District of Columbia, the Reinsurer
agrees to fund its share of the Company's ceded United States
outstanding loss and loss adjustment expense reserves by:
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. 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. If the Reinsurer is unauthorized in any province or
jurisdiction of Canada, the Reinsurer agrees to fund 115% of
its share of the Company's ceded Canadian outstanding loss and
loss adjustment expense reserves by:
1. A clean, irrevocable and unconditional letter of
credit issued and confirmed, if confirmation is required
by the insurance regulatory authorities involved, by a
Canadian bank or banks meeting the NAIC Securities
Valuation Office credit standards for issuers of letters
of credit and acceptable to said insurance regulatory
authorities, for no more than 15/115ths of the total
funding required; and/or
2. Cash advances for the remaining balance of the funding required;
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.
C. 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 Contract, 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
losses and/or loss adjustment expense paid under the terms
of policies reinsured hereunder, unless paid in cash by
the Reinsurer;
2. To reimburse itself for the Reinsurer's share of any
other amounts claimed to be due hereunder, unless paid in
cash by the Reinsurer;
3. To fund a cash account in an amount equal to the
Reinsurer's share of any ceded outstanding loss and loss
adjustment expense 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;
4. 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 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 C(1) or
C(3), or in the case of C(2), the actual amount determined to
be due, the Company shall promptly return to the Reinsurer the
excess amount so drawn.
Article XXI - Insolvency
A. In the event of the insolvency of one or more of the reinsured
companies, 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 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 Contract 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 one or more of the reinsured companies, the
reinsurance under this Contract shall be payable directly by
the Reinsurer to the company or to its liquidator, receiver or
statutory successor, except as provided by Section 4118(a) of
the New York Insurance Law or except (1) where this Contract
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 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 XXII - Arbitration (BRMA 6J)
A. As a condition precedent to any right of action hereunder, in
the event of any dispute or difference of opinion hereafter
arising with respect to this Contract, it is hereby mutually
agreed that such dispute or difference of opinion shall be
submitted to arbitration. One Arbiter shall be chosen by the
Company, the other by the Reinsurer, and an Umpire shall be
chosen by the two Arbiters before they enter upon arbitration,
all of whom shall be active or retired disinterested executive
officers of insurance or reinsurance companies or Lloyd's
London Underwriters. In the event that either party should
fail to choose an Arbiter within 30 days following a written
request by the other party to do so, the requesting party may
choose two Arbiters who shall in turn choose an Umpire before
entering upon arbitration. If the two Arbiters fail to agree
upon the selection of an Umpire within 30 days following their
appointment, each Arbiter shall nominate three candidates
within 10 days thereafter, two of whom the other shall
decline, and the decision shall be made by drawing lots.
B. Each party shall present its case to the Arbiters within
30 days following the date of appointment of the Umpire. The
Arbiters shall consider this Contract as an honorable
engagement rather than merely as a legal obligation and they
are relieved of all judicial formalities and may abstain from
following the strict rules of law. The decision of the
Arbiters shall be final and binding on both parties; but
failing to agree, they shall call in the Umpire and the
decision of the majority shall be final and binding upon both
parties. Judgment upon the final decision of the Arbiters may
be entered in any court of competent jurisdiction.
C. 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 one party,
provided, however, that nothing herein shall impair the rights
of such reinsurers to assert several, rather than joint,
defenses or claims, nor be construed as changing the liability
of the reinsurers participating under the terms of this
Contract from several to joint.
D. Each party shall bear the expense of its own Arbiter, and
shall jointly and equally bear with the other the expense of
the Umpire and of the arbitration. In the event that the two
Arbiters are chosen by one party, as above provided, the
expense of the Arbiters, the Umpire and the arbitration shall
be equally divided between the two parties.
E. Any arbitration proceedings shall take place at a location
mutually agreed upon by the parties to this Contract, but
notwithstanding the location of the arbitration, all
proceedings pursuant hereto shall be governed by the law of
the state in which the Company has its principal office.
Article XXIII - Service of Suit (BRMA 49C)
(Applicable if the Reinsurer is not domiciled in the United
States of America, and/or is not authorized in any State,
Territory or District of the United States where authorization is
required by insurance regulatory authorities)
A. It is agreed that in the event the Reinsurer fails to pay any
amount claimed to be due hereunder, the Reinsurer, at the
request of the Company, will submit to the jurisdiction of a
court of competent jurisdiction within the United States.
Nothing in this Article constitutes or should be understood to
constitute a waiver of the Reinsurer's rights to commence an
action in any court of competent jurisdiction in the United
States, to remove an action to a United States District Court,
or to seek a transfer of a case to another court as permitted
by the laws of the United States or of any state in the United
States.
B. Further, pursuant to any statute of any state, territory or
district of the United States which makes provision therefor,
the Reinsurer hereby designates the party named in its
Interests and Liabilities Agreement, or if no party is named
therein, 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 its 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 Contract.
Article XXIV - Agency Agreement
Meridian Mutual Insurance Company shall be deemed the agent of
the other reinsured companies for purposes of sending or
receiving notices required by the terms and conditions of this
Contract, and for purposes of remitting or receiving any monies
due any party.
Article XXV - Intermediary (BRMA 23A)
▇. ▇. ▇▇▇▇▇▇ Co. is hereby recognized as the Intermediary
negotiating this Contract for all business hereunder. All
communications (including but not limited to notices, statements,
premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating
thereto shall be transmitted to the Company or the Reinsurer
through ▇. ▇. ▇▇▇▇▇▇ Co., Reinsurance Services, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Payments by the Company to
the Intermediary shall be deemed to constitute payment to the
Reinsurer. Payments by the Reinsurer to the Intermediary shall be
deemed to constitute payment to the Company only to the extent
that such payments are actually received by the Company.
In Witness Whereof, the Company by its duly authorized
representative has executed this Contract as of the date
undermentioned at:
Indianapolis, Indiana,this _______ day of _________________199___.
__________________________________________________
Meridian Mutual Group
Table of Contents
Article Page
Preamble 1
I Classes of Business Reinsured 1
II Term 2
III Territory 2
IV Exclusions 2
V Retention and Limit 4
VI Definitions 5
VII Loss Occurrence (NMA 2244/BRMA 27A) 5
VIII Loss Notices and Settlements 7
IX Salvage and Subrogation 7
X Premium 7
XI Profit Sharing 8
XII Late Payments 8
XIII Offset (BRMA 36C) 10
XIV Access to Records (BRMA 1D) ▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ ▇▇▇) 10
XVI Errors and Omissions (BRMA 14F) 10
XVII Currency (BRMA 12A) 10
XVIII Taxes (BRMA 50C) 11
XIX Federal Excise Tax (BRMA 17A) 11
XX Unauthorized Reinsurers 11
XXI Insolvency 12
XXII Arbitration (BRMA 6J) 13
XXIII Service of Suit (BRMA 49C) 14
XXIV Agency Agreement ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇) 15
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to
Meridian Mutual Group
Indianapolis, Indiana
Reinsurers Participations
Dorinco Reinsurance Company 19.0%
Erie Insurance Exchange 2.0
▇▇▇▇▇▇▇ Global Reinsurance Corporation of America 3.5
The Nissan Fire & Marine Insurance Co., Ltd. 2.0
Odyssey Reinsurance Corporation 4.0
Renaissance Reinsurance Ltd. 67.5
USF RE Insurance Company 2.0
Total 100.0
▇. ▇. ▇▇▇▇▇▇ Co.
Reinsurance Services
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Interests and Liabilities Agreement
of
Dorinco Reinsurance Company
Midland, Michigan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 19.0% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
Midland, Michigan,this _______ day of _____________________199___.
__________________________________________________
Dorinco Reinsurance Company
Interests and Liabilities Agreement
of
Erie Insurance Exchange
Erie, Pennsylvania
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 2.0% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
Erie, Pennsylvania,this _______ day of ___________________ 199___.
__________________________________________________
Erie Insurance Exchange
By: Erie Indemnity Company
(Attorney-In-Fact)
Interests and Liabilities Agreement
of
▇▇▇▇▇▇▇ Global Reinsurance
Corporation of America
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 3.5% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
New York, New York,this _______ day of ___________________ 199___.
__________________________________________________
▇▇▇▇▇▇▇ Global Reinsurance Corporation of America
Interests and Liabilities Agreement
of
The Nissan Fire & Marine Insurance Co., Ltd.
Tokyo, Japan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 2.0% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
Tokyo, Japan,this _______ day of ________________________ 199___.
__________________________________________________
The Nissan Fire & Marine Insurance Co., Ltd.
Interests and Liabilities Agreement
of
Odyssey Reinsurance Corporation
Wilmington, Delaware
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts a 4.0% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
Any rights, interests, liabilities and obligations of Cie
Transcontinentale de Reassurance, Paris, France, under its
Interests and Liabilities Agreements with respect to the
Company's Underlying Aggregate Excess Catastrophe Reinsurance
Contract, effective January 1, 1996, and the Company's Underlying
Aggregate Excess Catastrophe Reinsurance Contract, effective
January 1, 1997, shall be assumed by the Subscribing Reinsurer,
for purposes of calculating "Return Premium" in accordance with
the provisions of Article XI - Profit Sharing - of the attached
Contract.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the parties hereto by their respective duly
authorized representatives have executed this Agreement as of the
dates undermentioned at:
Indianapolis, Indiana,this _______ day of ________________199___.
__________________________________________________
Meridian Mutual Group
New York, New York,this _______ day of __________________ 199___.
__________________________________________________
Odyssey Reinsurance Corporation
Interests and Liabilities Agreement
of
Renaissance Reinsurance Ltd.
▇▇▇▇▇▇▇▇, Bermuda
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 67.5% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
▇▇▇▇▇▇▇▇, Bermuda,this _______ day of _____________________199___.
__________________________________________________
Renaissance Reinsurance Ltd.
Interests and Liabilities Agreement
of
USF RE Insurance Company
Boston, Massachusetts
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1998
issued to and duly executed by
Meridian Mutual Group
Indianapolis, Indiana
The Subscribing Reinsurer hereby accepts a 2.0% share in the
interests and liabilities of the "Reinsurer" as set forth in the
attached Contract captioned above.
This Agreement shall become effective on January 1, 1998, and
shall continue in force until December 31, 1998, both days
inclusive.
The Subscribing Reinsurer's share in the attached Contract shall
be separate and apart from the shares of the other reinsurers,
and shall not be joint with the shares of the other reinsurers,
it being understood that the Subscribing Reinsurer shall in no
event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Agreement as of the
date undermentioned at:
Florham Park, New Jersey,this _______ day of _____________199___.
__________________________________________________
USF RE Insurance Company