1
EXHIBIT 10.4
SPECIFIC EXCESS
REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1, 1997
ISSUED TO
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
BY
THE REINSURERS SUBSCRIBING THE RESPECTIVE
INTERESTS AND LIABILITIES AGREEMENTS HERETO
(HEREINAFTER REFERRED TO AS THE "REINSURERS")
ARTICLE I: CLASSES OF BUSINESS REINSURED
A. By this Contract, the Reinsurers agree to reinsure the liability which
may accrue to the Company under all of its original policies,
contracts, binders and certificates of insurance or reinsurance
classified by the Company as:
Medical and Dental Practitioners Liability (including
Corporate and Professional Premises Liability Coverage, where
applicable);
Hospital and Other Healthcare Institution Professional
Liability;
Commercial General Liability, Employers' Liability, Automobile
Liability and all other Non-Professional (including Excess/
Umbrella) Liability unless excluded under Article III; all
either written in respect of Health Care Institutions or in
conjunction with Professional Liability coverages written for
such institutions
(hereinafter called "policies"), unless otherwise excluded under
ARTICLE III: EXCLUSIONS, issued or renewed on or after the effective
date, subject to the terms, conditions and limitations hereinafter set
forth.
B. It is understood that this Contract applies to losses first occurring
under occurrence policies and/or claims made thereon under claims made
policies issued or renewed on or after the effective date hereof.
Permanent Protection Plan policies underwritten by the Company shall in
all cases be deemed to be Loss Occurrence policies covering on a losses
occurring during basis. Reinsurers shall be subject to all of the
conditions of the Permanent Protection Plan policies including policy
limits and aggregate limit formulas under the extended reporting
coverage therein.
2
ARTICLE II: COMMENCEMENT AND TERMINATION
A. This Contract shall become effective on January 1, 1997, and shall
continue in force thereafter until terminated.
B. Either party may terminate this Contract on any December 31 by giving
the other party not less than 90 days prior written notice.
C. Unless otherwise mutually agreed, reinsurance hereunder on business in
force on the effective date of termination shall remain in full force
and effect until expiration, cancellation or next premium anniversary
of such business, whichever first occurs, but in no event beyond 12
months following the effective date of termination, plus any extension
of coverage for extended reporting as per the original policies of the
Company.
Reinsurers shall remain liable in respect of policies issued or renewed
during the Term in force on the basis of underlying coverage.
Reinsurers shall receive their share of premiums for such respective
policies and there shall not be any return of unearned premium in
respect thereto.
ARTICLE III: EXCLUSIONS
This Contract does not apply to and specifically excludes the following:
1. Reinsurance assumed, except reinsurance from American Medical Mutual,
Inc. Risk Retention Group and Lawrenceville Property and Casualty
Insurance Company and Lawrenceville Re Ltd., where the underwriting is
through New Jersey State Medical Underwriters, Inc.
2. Claims emanating from policies issued by the Company with effective
dates after the termination date of this Contract.
3. Directors and Officers Liability when written as such.
4. Financial Guaranty and Insolvency Business.
5. All liability of the Company arising by contract, operation of law, or
otherwise, from its participation or membership, whether voluntary or
involuntary, in any insolvency fund. "Insolvency fund" includes any
guaranty fund, insolvency fund, plan, pool, association, fund or other
arrangement, however denominated, established or governed, which
provides for any assessment of or payment or assumption by the Company
of part or all of any claim, debt, charge, fee or other obligation or
an insurer, or its successors or assigns, which has been declared by
any competent authority to be insolvent, or which is otherwise deemed
unable to meet any claim, debt, charge, fee or other obligation in
whole or in part.
-2-
3
6. Nuclear risks as defined in the "Nuclear Incident Exclusion Clause -
Liability -Reinsurance U.S.A. and Canada" except for incident arising
from nuclear medicine, attached to and forming part of this Contract.
7. Any business derived from participation in any Pool, Association or
Syndicate.
ARTICLE IV: RETENTIONS AND LIMITS
A. Coverage A (Each Insured Coverage): The Company shall retain and be
liable for the first $X amount as per the table below of the Paid
portion of Ultimate Net Loss as respects any one original policy, each
claim. The Reinsurers shall then be liable for the amount by which such
Paid portion of Ultimate Net Loss exceeds the Company's Retention, but
the liability of the Reinsurers shall not exceed $13,000,000 Ultimate
Net Loss plus pro rata Loss Adjustment Expenses as respects any one
original policy, each claim.
Notwithstanding the above, the Company shall also retain, in each
contract year, the first $13,000,000 of the Paid portion of Ultimate
Net Loss plus pro rata Loss Adjustment Expenses in the aggregate
otherwise recoverable under Coverage A.
States Class of Business Retention $X =
------ ----------------- --------------
Other than PA Medical & Dental Practitioner Prof. Liab. $2,000,000
Other than PA Hospital & All Other Health Care Institutions
Professional Liability $3,000,000
PA All Professional Liability
(Physicians, Surgeons & Institutions) $2,200,000
All States General Liability, Employers' Liability,
Automobile Liability and all Non
Professional Liability Coverage written in
respect of Health Care Institutions or in
conjunction with Professional Liability (health
care) coverages. $3,000,000
In no event shall Reinsurers be liable, in each contract year, for more
than $39,000,000 in respect of the sum of the Paid portion of Ultimate
Net Loss and Pro rata Loss Adjustment Expense, Loss in Excess of Policy
Limits, and Extra Contractual Obligations, in the aggregate for
Coverage A.
B. Coverage B (Each Insured Coverage): For purposes of Coverage B only,
the Company shall retain and be liable for the Paid portion of Ultimate
Net Loss equal to the sum of the Retention and Limit under Coverage A
as respects any original policy, each claim. The Reinsurers shall then
be liable for 90% of the amount by which the Paid portion of Ultimate
Net Loss exceeds the sum of the Retention and Limit under Coverage A,
but the liability of the Reinsurers shall not exceed 90% of $10,000,000
plus pro rata Loss Adjustment Expenses as respects any original policy,
each claim.
-3-
4
In no event shall Reinsurers be liable, in each contract year, for more
than $27,000,000 (being 90% of $30,000,000) in respect of the sum of
the Paid portion of Ultimate Net Loss and Pro rata Loss Adjustment
Expense, Loss in Excess of Policy Limits, and Extra Contractual
Obligations, in the Aggregate for Coverage B.
C. Coverage C (Each Insured Coverage): For purposes of Coverage C only,
the Company shall retain and be liable for the Paid portion of Ultimate
Net Loss equal to the sum of the Retention and Limit under Coverage A
and $10,000,000 paid indemnity plus pro rata expenses in respect of
Coverage B as respects any original policy, each claim. The Reinsurers
shall then be liable for 90% of the amount by which such Paid portion
of Ultimate Net Loss exceeds the sum of the Retention and Limit under
Coverage A and $10,000,000 paid indemnity plus pro rata expenses in
respect of Coverage B, but the liability of the Reinsurers shall not
exceed 90% of $10,000,000 plus pro rata Loss Adjustment Expenses as
respects any original policy, each claim.
In no event shall Reinsurers be liable, in each contract year, for more
than $27,000,000 (being 90% of $30,000,000) in respect of the sum of
the Paid portion of Ultimate Net Loss and Pro rata Loss Adjustment
Expense, Loss in Excess of Policy Limits, and Extra Contractual
Obligations, in the Aggregate for Coverage C.
D. Coverage D (Each Insured Coverage): For purposes of Coverage D only,
the Company shall retain and be liable for the Paid portion of Ultimate
Net Loss equal to the sum of the Retention and Limit under Coverage A
and $10,000,000 paid indemnity plus pro rata expenses in respect of
Coverage B and $10,000,000 paid indemnity plus pro rata expenses in
respect of Coverage C as respects any original policy, each claim. The
Reinsurers shall then be liable for 90% of the amount by which such
Paid portion of Ultimate Net Loss exceeds the sum of the Retention and
Limit under Coverage A and $10,000,000 paid indemnity plus pro rata
expenses in respect of Coverage B and $10,000,000 paid indemnity plus
pro rata expenses in respect of Coverage C, but the liability of the
Reinsurers shall not exceed 90% of $5,000,000 plus pro rata Loss
Adjustment Expenses as respects any original policy, each claim.
In no event shall Reinsurers be liable, in each contract year, for more
than $13,500,000 (being 90% of $15,000,000) in respect of the sum of
the Paid portion of Ultimate Net Loss and Pro rata Loss Adjustment
Expense, Loss in Excess of Original Policy Limits, and Extra
Contractual Obligations, in the Aggregate, for Coverage D.
E. Under no circumstances shall Reinsurers be liable in respect of the
Company's policies that provide aggregate loss coverage, medical stop
loss and/or capitation coverage to its clients.
F. In order for the Company to be able to recover a claim under Coverages
A, B, C and D above, the Company must report the respective claim
recoverable for each contract year within ten years from January 1 of
such contract year.
-4-
5
G. Under no circumstance shall Coverage B Limit be available or used by
the Company in respect of Coverage A Ultimate Net Loss coverage.
H. Under no circumstance shall Coverage C Limit be available or used by
the Company in respect of Coverages A and B Ultimate Net Loss coverage.
I. Under no circumstance shall Coverage D Limit be available or used by
the Company in respect of Coverages A, B and C Ultimate Net Loss
coverage.
ARTICLE V: DEFINITIONS
A. "Paid portion of Ultimate Net Loss" as used herein is defined as the
sum or sums (including Loss in Excess of Policy Limits, Extra
Contractual Obligations, as hereinafter defined) paid by the Company in
settlement of claims including any and all vicarious liability arising
from Business Reinsured and in satisfaction of judgments rendered on
account of such claims, after deduction of all salvage, all recoveries,
including the Pennsylvania catastrophe fund, if applicable, and all
claims on inuring insurance or reinsurance, whether collectible or not.
The Paid portion of Ultimate Net Loss shall not include any Loss
Adjustment Expense or outstanding loss reserves. Nothing herein shall
be construed to mean that losses under this Contract are not
recoverable until the Company's Paid portion of Ultimate Net Loss has
been ascertained. The Paid portion of Ultimate Net Loss shall be
calculated on a per claim, per policy per insured basis. If the Company
issues multiple policies to an insured, the policies will be deemed to
be one original policy for purposes of coverage under this Reinsurance
Contract.
B. "Outstanding portion of Ultimate Net Losses" as used herein is defined
as the sum of outstanding loss reserves including losses outstanding in
respect of covered Excess of Policy Limits and covered Extra
Contractual Obligations and incurred but not reported amounts less any
outstanding recoveries, salvage and inuring reinsurance claims.
C. "Loss in Excess of Policy Limits" and "Extra Contractual Obligations"
as used herein shall be defined as follows:
1. "Loss in Excess of Policy Limits" shall mean 90% subject to
the limitations below of any amount paid or payable by the
Company in excess of its policy limits, but otherwise within
the terms of its policy, as a result of a settlement by the
Company or an action against it by its insured or its
insured's assignee to recover damages the insured is legally
obligated to pay to a third party claimant because of the
Company's alleged or actual negligence, breach of contract or
bad faith 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 insured, or in discharging
its duty to prepare or prosecute an appeal consequent upon
such an action. A Loss in Excess of Policy Limits shall be
deemed to have occurred on the same date as the loss covered
or alleged to be covered under the policy.
-5-
6
The Company shall only include the amount of 90% of Loss in
Excess of Policy Limits within Ultimate Net Loss to reach the
Coverage Section Limit in accordance with the following table:
For Subject Policies with Limits "Greater Than and Up To"
---------------------------------------------------------
For G.L.
Empl. Liabil.
Auto Liabil.
For all states For all states other For Pennsylvania & All Other
other than PA than PA for Health Care Inst. Non-Professn'l
Coverage Section for Phys. & Surg. Health Care Inst. Phys. & Surgeons Liability
---------------- ----------------- ----------------- ---------------- ---------
Coverage A Limit $ 2 M to $15 M $ 3 M to $16 M $ 2.2 M to $15.2 M $ 3 M to $16 M
Coverage B Limit 15 M to 25 M 16 M to 26 M 15.2 M to 25.2 M 16 M to 26 M
Coverage C Limit 25 M to 35 M 26 M to 36 M 25.2 M to 35.2 M 26 M to 36 M
Coverage D Limit 35 M to 40 M 36 M to 41 M 35.2 M to 40.2 M 36 M to 41 M
2. "Extra Contractual Obligations" shall mean 90% of any
punitive, exemplary, compensatory, multiplied or consequential
damages, other than Loss in Excess of Policy Limits paid or
payable by the Company as a result of an action against it by
its insured, its insured's assignee or a third party claimant,
which action alleges negligence, breach of contract or bad
faith on the part of the Company in handling a claim under a
policy subject to this Contract. An 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.
The Company shall only include the amount of 90% of Extra
Contractual Obligations within Ultimate Net Loss to reach the
Coverage Section Limit in accordance with the following table:
For Subject Policies with Limits "Greater Than and Up To"
---------------------------------------------------------
For G.L.
Empl. Liabil.
Auto Liabil.
For all states For all states other For Pennsylvania & All Other
other than PA than PA for Health Care Inst. Non-Professn'l
Coverage Section for Phys. & Surg. Health Care Inst. Phys. & Surgeons Liability
---------------- ----------------- ----------------- ---------------- ---------
Coverage A Limit $ 2 M to $15 M $ 3 M to $16 M $ 2.2 M to $15.2 M $ 3 M to $16 M
Coverage B Limit 15 M to 25 M 16 M to 26 M 15.2 M to 25.2 M 16 M to 26 M
Coverage C Limit 25 M to 35 M 26 M to 36 M 25.2 M to 35.2 M 26 M to 36 M
Coverage D Limit 35 M to 40 M 36 M to 41 M 35.2 M to 40.2 M 36 M to 41 M
Notwithstanding anything stated herein, this Contract shall not apply
to any Loss in Excess of Policy Limits or any Extra Contractual
Obligation incurred by the Company as a result of any fraudulent and/or
criminal act by any officer or director of the Company acting
individually or collectively or in collusion with any individual or
corporation or any other organization or party involved in the
presentation, defense or settlement of any claim covered hereunder.
-6-
7
D. "Loss Occurrence" means a loss occurrence or medical incident, or
otherwise the series of accidents, acts, errors or omissions including
continuous or repeated exposure to substantially the same general
harmful conditions giving rise to coverage, all as defined and provided
within the underlying policies underwritten by the Company.
E. "Claims Made" as used herein shall mean the earlier of (1) or (2)
below:
1. When the insured first gives notice to the Company that a
claim has been made against the insured; or
2. When the insured first gives notice to the Company of a
specific medical incident involving a particular person which
may result in a claim against the original insured.
Notwithstanding the above, and in all cases, the Claims Made date shall
be as defined and provided within the underlying policies underwritten
by the Company.
F. "Losses Incurred" as used herein shall mean the sum of the Paid portion
of Ultimate Net Loss paid by the Reinsurers and the Outstanding portion
of Ultimate Net Loss due from the Reinsurers and the related paid and
outstanding Pro rata Loss Adjustment Expenses under policies issued or
renewed during the contract year under consideration.
G. 1. "Loss Adjustment Expense" as used herein shall mean expenses
allocable to the investigation defense and/or settlement of
specific claims, including litigation expenses and
postjudgment interest and legal expenses and costs incurred in
connection with coverage questions and legal actions connected
thereto, but not including office expenses or salaries of the
Company's regular employees.
2. "Pro rata Loss Adjustment Expenses" as used herein shall mean
the result obtained by multiplying the covered indemnity
percentage, as calculated below by the Company's "Loss
Adjustment Expense" for a given claim. The percentage shall be
determined by dividing the amount of Ultimate Net Loss
indemnity for a coverage section by the Company's total
Ultimate Net Loss for a given claim.
H. "Gross Excess Limits Premium" as used herein shall mean the net written
increased limits premium of the Company for the Classes of Business
Reinsured for the respective layer of coverage limit hereon. Such
premiums shall represent the incremental gross premium of the Company
pertaining to the respective coverage layer hereon for which Gross
Excess Limits Premium is being calculated. Such net written premium
shall be comprised of claims made premium for underlying policies
written on such basis and occurrence premium as respects underlying
policies written on a loss occurrence basis (i.e. Permanent Protection
Plan policies). It is understood that net written increased limits
premium is less cancellation and return premium but is gross of any
deductions for original acquisition costs (i.e. brokerage).
-7-
8
I. The first contract year shall be from January 1, 1997 through December
31, 1997, both days inclusive, and each subsequent 12-month period
shall be a separate contract year.
ARTICLE VI: CLAIMS AND LOSS ADJUSTMENT EXPENSES
A. Within 60 days after the end of each calendar quarter, the Company
shall provide the Reinsurers with a claims bordereau outlining any
claim on which the Company has placed a reserve value of $1,000,000 or
more.
B. The Company shall include with each claim bordereau, the following
information as respects new claims, pending claims and closed claims
during the quarter:
1. Claim number or reference number;
2. Name of Insured;
3. Name of Claimant;
4. Subject policy limit;
5. Claims Made date;
6. Loss Occurrence date;
7. Indemnity (paid and outstanding);
8. Expenses (paid and outstanding);
9. Indemnity recovery; if any;
10. Expense recovery; if any;
11. Status.
12. Claim manager report which includes narrative loss description
of each claim.
C. The Reinsurers shall have the right, at its own expense, to be
associated in the defense of any claim, suit or proceeding involving
this reinsurance.
D. The Company shall, at its full discretion, adjust and settle all claims
and losses. All such adjustments and settlements shall be binding on
the Reinsurers and the Reinsurers agrees to pay all amounts for which
it may be liable immediately after receipt of reasonable evidence of
the amount paid by the Company.
-8-
9
ARTICLE VII: SALVAGE AND SUBROGATION
A. The Reinsurers 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 Reinsurers, and to prosecute
all claims arising out of such rights.
ARTICLE VIII: COVERAGE A PREMIUM
A. Deposit Premium: As respects each contract year, the Company shall pay
the Reinsurers an annual Deposit Premium equal to the greater of 50% of
Gross Excess Limits Premium or $3,500,000. The $3,500,000 shall be paid
in four equal installments of $875,000 on March 31, June 30, September
30 and December 31 of each contract year. The Company shall pay
additional Deposit Premium due, if any, during the contract year upon
finalizing Gross Excess Limits Premium for each respective calendar
quarter.
B. Minimum Premium: As respects each contract year, the Company shall pay
Reinsurers Actual Premium as per D. below, but not less than the
Minimum Premium which is equal to 16.67% of Gross Excess Limits Premium
in respect of policies with limits attaching in respect of Coverage A
or $1,500,000, whichever is greater.
C. Maximum Premium: As respects each contract year, the Company shall pay
Reinsurers Actual Premium as per D. below, but not greater than the
Maximum Premium which is equal to 63% of Gross Excess Limits Premium in
respect of policies with limits attaching in respect of Coverage A or
$4,500,000, whichever is greater.
D. Actual Premium: As respects each contract year, the Company shall
calculate Actual Premium which shall equal the sum of the Minimum
Premium (in B. above) plus 100% of Losses Incurred (net of the
$13,000,000 Ultimate Net Loss plus pro rata Loss Adjustment Expense
deductible) subject to the Minimum Premium (in B. above) and the
Maximum Premium (in C. above).
The Company shall calculate and report any decrease in Actual Premium
for each contract year within 60 days after the end of 36 months from
the beginning of each contract year, and within 60 days after the end
of each 12-month period thereafter until all Ultimate Net Losses and
pro rata Loss Adjustment Expenses subject hereto have been settled. The
Company shall calculate and report any increase in Actual Premium for
each agreement period within 60 days after the end of 12 months from
the beginning of each contract year, and within 60 days after the end
of each 12-month period thereafter until all Ultimate Net Losses and
pro rata Loss Adjustment Expenses subject hereto have been settled.
-9-
10
The Reinsurers shall pay the Company any reported decrease in Actual
Premium less amounts previously paid in respect of Deposit Premium and
prior net Actual Premium payments upon 15 days of receipt of the
Company's report or 75 days in arrears of the respective year end
reporting date, whichever is later.
The Company shall pay the Reinsurers any reported increase in Actual
Premium less amounts previously paid in respect of Deposit Premium and
prior net Actual Premium payments upon the reporting of such Actual
Premium development to Reinsurers.
ARTICLE IX: COVERAGE B PREMIUM AND CEDING COMMISSION
A. Minimum Premium: As respects each contract year, the Company shall pay
the Reinsurers an annual Minimum Premium equal to 90% of Gross Excess
Limits Premium for policies with limits attaching hereunder in respect
of Coverage B. Minimum Premium above shall be payable by the Company to
Reinsurers quarterly within 45 days in arrears from the end of each
quarter paying all amounts due in respect of premiums collected by the
Company for the respective quarter.
B. Reinstatement Premium: As respects each contract year, and in the event
of the whole or any portion of the second Coverage B indemnity limit
being exhausted by loss, the amount so exhausted shall be automatically
reinstated from the time of the loss and the Company shall pay to the
Reinsurers an Additional Premium calculated by applying to the annual
Minimum Premium to Reinsurers for the respective contract year, the
percentage that the amount of indemnity so reinstated bears to the
total amount of indemnity coverage afforded under Coverage B, subject
to a minimum of 100% as to time, to be paid simultaneously with the
payment of loss by the Reinsurers. Notwithstanding the above, the first
90% of $10,000,000 indemnity Limit shall be reinstated by the
Reinsurers free of charge.
Nevertheless, the Reinsurers' liability in any one claim shall never
exceed 90% of $10,000,000 Ultimate Net Loss plus pro rata Loss
Adjustment Expenses in respect of Coverage B.
C. Maximum Premium: As respects each contract year, the Maximum Premium
shall equal the product of the Minimum Premium multiplied by 2 (two).
D. Ceding Commission: The Reinsurers shall pay to the Company 17.5% of all
Coverage B Minimum Premium and Reinstatement Premium payable hereon by
the Company at the time the Company pays such premiums.
-10-
11
ARTICLE X: COVERAGE C PREMIUM AND CEDING COMMISSION
A. Minimum Premium: As respects each contract year the Company shall pay
the Reinsurers an annual Minimum Premium equal to 90% of Gross Excess
Limits Premium for policies with limits attaching hereunder in respect
of Coverage C. Minimum Premium above shall be payable by the Company to
Reinsurers quarterly within 45 days in arrears from the end of each
quarter paying all amounts due in respect of premiums collected by the
Company for the respective quarter.
B. Reinstatement Premium: As respects each contract year, and in the event
of the whole or any portion of the second Coverage C indemnity limit
being exhausted by loss, the amount so exhausted shall be automatically
reinstated from the time of the loss and the Company shall pay to the
Reinsurers an Additional Premium calculated by applying to the annual
Minimum Premium to Reinsurers for the respective contract year, the
percentage that the amount of indemnity so reinstated bears to the
total amount of indemnity coverage afforded under Coverage C, subject
to a minimum of 100% as to time, to be paid simultaneously with the
payment of loss by the Reinsurers. Notwithstanding the above, the first
90% of $10,000,000 indemnity Limit shall be reinstated by the
Reinsurers free of charge.
Nevertheless, the Reinsurers' liability in any one claim shall never
exceed 90% of $10,000,000 Ultimate Net Loss plus pro rata Loss
Adjustment Expenses in respect of Coverage C.
C. Maximum Premium: As respects each contract year, the Maximum Premium
shall equal the product of the Minimum Premium multiplied by 2 (two).
D. Ceding Commission: The Reinsurers shall pay to the Company 17.5% of all
Coverage C Minimum Premium and Reinstatement Premium payable hereon by
the Company at the time the Company pays such premiums.
ARTICLE XI: COVERAGE D PREMIUM AND CEDING COMMISSION
A. Minimum Premium: As respects each contract year, the Company shall pay
the Reinsurers an annual Minimum Premium equal to 90% of Gross Excess
Limits Premium for policies with limits attaching hereunder in respect
of Coverage D. Minimum Premium above shall be payable by the Company to
Reinsurers quarterly within 45 days in arrears from the end of each
quarter paying all amounts due in respect of premiums collected by the
Company for the respective quarter.
B. Reinstatement Premium: As respects each contract year, and in the event
of the whole or any portion of the second Coverage D indemnity limit
being exhausted by loss, the amount so exhausted shall be automatically
reinstated from the time of the loss and the Company shall pay to the
Reinsurers an Additional Premium calculated by applying to the annual
Minimum Premium to Reinsurers for the respective contract year, the
percentage that the amount of indemnity so reinstated bears to the
total amount of
-11-
12
indemnity coverage afforded under Coverage C, subject to a minimum of
100% as to time, to be paid simultaneously with the payment of loss by
the Reinsurers. Notwithstanding the above, the first 90% of $5,000,000
indemnity Limit shall be reinstated by the Reinsurers free of charge.
Nevertheless, the Reinsurers' liability in any one claim shall never
exceed 90% of $5,000,000 Ultimate Net Loss plus pro rata Loss
Adjustment Expenses in respect of Coverage D.
C. Maximum Premium: As respects each contract year, the Maximum Premium
shall equal the product of the Minimum Premium multiplied by 2 (two).
D. Ceding Commission: The Reinsurers shall pay to the Company 17.5% of all
Coverage D Minimum Premium and Reinstatement Premium payable hereon by
the Company at the time the Company pays such premiums.
ARTICLE XII: OFFSET
The Company and the Reinsurers 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 are on account of premiums or losses or otherwise.
ARTICLE XIII: ACCESS TO RECORDS
A. The Company shall place at the disposal of the Reinsurers at all
reasonable time, and the Reinsurers shall have the right to inspect,
through authorized representatives, all books, records, policies,
endorsements and papers of the Company in connection with any
reinsurance hereunder, or claims in connection herewith.
B. The Reinsurers agree that they will not disclose any confidential
information obtained by them hereunder to parties not subject to this
Contract except under the following circumstances and then only when
necessary:
1. When disclosure of such information is required in the normal
course of the Reinsurers' business; or
2. With the prior written consent of the Company; or
3. When the Reinsurers are required by a subpoena or court order
to disclose such information. The Reinsurers shall promptly
notify the Company of any attempt by a third party to obtain
from them any such confidential information.
-12-
13
C. The Reinsurers will provide the Company or its designated
representative with such information as the Reinsurers and Company may
agree is necessary to the Company's handling of the business reinsured
herein.
D. The obligation contained in this Article shall survive termination of
this Contract.
ARTICLE XIV: LIABILITY OF THE REINSURER
A. The liability of the Reinsurers shall follow that of the Company in
every case and be subject in all respects to all the general and
specific stipulations, clauses, waivers and modifications of the
Company's policies and any endorsements thereon. However, in no event
shall this be construed in any way to provide coverage outside the
terms and conditions set forth in this Contract.
B. Nothing herein shall in any manner create any obligation or establish
any rights against the Reinsurers in favor of any third party or any
persons not parties to this Contract.
ARTICLE XV: NET RETAINED LIABILITY
A. This Contract applies only to that portion of any insurance or
reinsurance which the Company retains net for its own account (prior to
deduction of any underlying reinsurance), 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 Reinsurers' 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: DELAYS, ERRORS OR OMISSIONS
Inadvertent delays, errors or omissions made in connections 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 will be rectified as soon as
possible after discovery. In no event shall late notification of any claim,
except as provided in the sunset clause under ARTICLE IV, Section F, by the
Company constitute a ground upon which the Reinsurers have been prejudice by
such late notice. As used in this Article, the term "prejudice" shall mean that
a different outcome in the handling of any claim would have resulted but for the
untimely notice to Reinsurers.
-13-
14
ARTICLE XVII: CURRENCY
Whenever the word "Dollars" or the "$" 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.
ARTICLE XVIII: FEDERAL EXCISE TAX
If the Reinsurers are subject to the Federal Excise Tax, the Reinsurers agree to
allow, for the purpose of paying the Tax, up to 1% of the premium payable hereon
to the extent such premium is subject to the Tax. In the event of any return
premium becoming due hereunder, the Reinsurers will deduct from the amount of
the return premium the same percentage as it allowed, and the Company or its
agents should take steps to recover the Tax from the U.S.
Government.
ARTICLE XIX: UNAUTHORIZED REINSURERS
A. If the Reinsurers are unauthorized in any state of the United States of
America or the District of Columbia, the Reinsurers agree to fund their
share of the Company's Outstanding portion of Ultimate Net Loss and Pro
rata Loss Adjustment Expense reserves and Coverage A return premium
accrued by the Company, as determined by the Company, respectively 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. Trust accounts in conformity with New York Regulation 114 for
the benefit of the Company and as may be required by any other
insurance regulatory authority; 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 Reinsurers, at their sole option,
may fund in other than cash if their method and form of funding are
acceptable to the insurance regulatory authorities involved and the
Company.
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
-14-
15
prior to said expiration date. The Company and the Reinsurers 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 Reinsurers, but only for one or more
of the following purposes:
1. To reimburse itself for the Reinsurers' share of the Paid
portion of Ultimate Net Loss and/or Pro rata Loss Adjustment
Expenses paid under the terms of policies reinsured hereunder,
unless paid in cash by the Reinsurers;
2. To reimburse itself for the Reinsurers' share of any Coverage
A return premium due and other amounts claimed to be due
hereunder, unless paid in cash by the Reinsurers.
3. To fund a cash account in an amount equal to the Reinsurers'
share of any Outstanding portion of Ultimate Net Loss and Pro
rata Loss Adjustment Expense reserves and Coverage A return
premium funded by means of a letter of credit which (a) is
under non-renewal notice, if said letter of credit has not
been renewed or replaced by the Reinsurers 10 days prior to
its expiration date, or (b) the Reinsurers have failed to
increase to the amount requested by the Company, it being
understood that nothing in this Contract in any way shall
restrict or limit the rights of the Company under the terms of
the letter of credit;
4. To refund to the Reinsurers any sum in excess of the actual
amount required to fund the Reinsurers' share of the Company's
Outstanding portion of Ultimate Net Loss and Pro rata Loss
Adjustment Expense reserves and Coverage A return premium, if
so requested by the Reinsurers.
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) or B(2), or in the
case of B(3), the actual amount determined to be due, the Company shall
promptly return to the Reinsurers the excess amount so drawn.
ARTICLE XX: 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
Reinsurers 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 Reinsurers 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
Reinsurers may investigate such claim and interpose, at its
-15-
16
own expense, in the proceeding where such claim is to adjudicated, any
defense or defenses that it may deem available to the Company or its
liquidator, receiver, conservator, or statutory successor. Accidental
failure to give such notice shall not excuse the obligation unless
Reinsurers are substantially prejudiced by the failure to give such
notice. The expense thus incurred by the Reinsurers 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 Reinsurers.
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 the Company, the reinsurance under this Contract shall be
payable directly by the Reinsurers to the Company or to its liquidator,
receiver or statutory successor.
ARTICLE XXI: ARBITRATION
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 Reinsurers, 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. 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 decision shall be made by drawing
lots. Nothing herein shall prevent either party from commencing a
proceeding in the United States District Court having jurisdiction over
the dispute for the purposes of having said court select an Umpire
pursuant to the Federal Arbitration Act 9 USC 1 er seq.
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
written decision of the Arbiters may be entered in any court of
competent jurisdiction.
-16-
17
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 in
Lawrenceville, New Jersey. All proceedings pursuant hereto shall be
governed by the law of the State of New Jersey.
ARTICLE XXII: SERVICE OF SUIT
A. It is agreed that in the event of the failure of the Reinsurers hereon
to pay any amount claimed to be due hereunder, the Reinsurers hereon,
at the request of the Company, will submit to the jurisdiction of a
court of competent jurisdiction within the United States. The foregoing
shall not constitute a waiver of the right of the Reinsurers to
commence any suit in, or to remove, remand or transfer any suit to any
other court of competent jurisdiction in accordance with the applicable
statutes of the state or United States pertinent thereto.
B. It is further agreed that service of process in such suit may be made
upon ▇▇▇▇▇ & Tract, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ of America, and that in any suit instituted against any one of
them upon this Contract, the Reinsurers will abide by the final
decision of such Court or of any Appellate Court in the event of an
appeal.
C. The above named are authorized and directed to accept service of
process on behalf of the Reinsurers in any suit and/or upon the request
of the Company to give a written undertaking to the Company that they
will enter a general appearance upon the Reinsurers behalf in the event
such suit shall be instituted.
D. Further, pursuant to any statute of any state, territory or District of
the United States which makes provision therefor, the Reinsurers hereon
hereby designate the Superintendent, Commissioner or Director of
Insurance or other officer specified for that purposes in the statute,
or his successor or successors in office, as their true and lawful
attorney upon whom may be served any lawful proceeding in any action,
suit or proceeding instituted by or on behalf of the Company or any
beneficiary hereunder arising out of this Contract, and hereby
designate the above named as the person to whom said officer is
authorized to mail such process or a true copy thereof.
-17-
18
ARTICLE XXIII: INTERMEDIARIES
Medical Brokers, Inc., Pegasus Advisors, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ltd. are hereby
recognized as the Intermediaries 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,
salvage and loss settlements) relating thereto shall be transmitted to the
Company or the Reinsurers through Pegasus Advisors, Inc. Payments by the Company
to the Intermediaries shall be deemed to constitute payment to the Reinsurers.
Payments by the Reinsurers to the Intermediaries shall be deemed to constitute
payment to the Company only to the extent that such payments are actually
received by the Company.
Notwithstanding the above, the Company and Reinsurers hereby agree that all
payments will be direct from the Reinsurers to the Company, or from the Company
to the Reinsurers, as appropriate.
-18-
19
NUCLEAR INCIDENT EXCLUSION CLAUSE
LIABILITY - REINSURANCE - U.S.A.
1. This Agreement does not cover any loss or liability accruing to the Cedent as
a member of, or subscriber to, any association of insurers or reinsurers formed
for the purpose of covering nuclear energy risks or as a direct or indirect
reinsurer of any such member, subscriber, or association.
2. Without in any way restricting the operation of paragraph (1) of this Clause
it is understood and agreed that for all purposes of this Agreement all the
original policies of the Cedent (new, renewal and replacement) of the classes
specified in Clause II of this paragraph (2) from the time specified in Clause
III of this paragraph (2) shall be deemed to include the following provision
(specified as the Limited Exclusion Provision):
Limited Exclusion Provision
I. It is agreed that the policy does not apply under any
liability coverage, to (injury, sickness, disease, death or
destruction (bodily injury or property damage with respect to
which an insured under the policy is also an insured under a
nuclear energy liability policy issued by Nuclear Energy
Liability Insurance Association, Mutual Atomic Energy
Liability Underwriters or Nuclear Insurance Association of
Canada, or would be an insured under any such policy but for
its termination upon exhaustion of its limits of liability.
II. Family Automobile Policies (liability only), Special
Automobile Policies (private passenger automobiles, liability
only), Farmers Comprehensive Personal Liability Policies
(liability only), Comprehensive Personal Liability Policies
(liability only) or policies of a similar nature; and the
liability portion of combination forms related to the four
classes of policies stated above, such as the Comprehensive
Dwelling Policy and the applicable types of Homeowners
Policies.
III. The inception dates and thereafter of all original policies as
described in II above, whether new, renewal or replacement,
being policies which either
(a) become effective on or after 1st May, 1960, or
(b) become effective before that date and contain the
Limited Exclusion Provision set out above; provided
this paragraph (2) shall not be applicable to Family
Automobile Policies, Special Automobile Policies,
Special Automobile Policies or policies or
combination policies of a similar nature, issued by
the Cedent on New York risks, until 90 days following
approval of the Limited Exclusion Provision by the
Governmental Authority having jurisdiction thereof.
3. Except for those classes of policies specified in Clause II of
paragraph (2) and without in any way restricting the operation of
paragraph (1) of this Clause, it is understood and agreed that for all
purposes of this Agreement the original liability policies of the
Cedent (new, renewal and replacement) affording the following
coverages:
1
20
Owners, Landlords and Tenants Liability, Contractual Liability,
Elevator Liability, Owners or Contractors (including railroad),
Protective Liability, Manufacturers and Contractors Liability, Product
Liability, Professional and Malpractice Liability, Storekeepers
Liability, Garage Liability, Automobile Liability (including
Massachusetts Motor Vehicle or Garage Liability)
shall be deemed to include, with respect to such coverages, from the time
specified in Clause V of this paragraph (3), the following provision (specified
as the Broad Exclusion Provision):
Broad Exclusion Provision*
It is agreed that the policy does not apply:
1. Under an Liability Coverage, to
(injury, sickness, disease, death or destruction
(bodily injury or property damage
(a) with respect to which an insured under the policy is
also an insured under a nuclear energy liability
policy issued by Nuclear Energy Liability Insurance
Association, Mutual Atomic Energy Liability
Underwriters or Nuclear Insurance Association of
Canada, or would be an insured under any such policy
but for its termination upon exhaustion of its limit
of liability; or
(b) resulting from the hazardous properties of nuclear
material and with respect to which (1) any person or
organization is required to maintain financial
protection pursuant to the Atomic Energy Act of 1954,
or any law amendatory thereof, or (2) the insured is,
or had this policy not been issued would be, entitled
to indemnity from the United States of America, or
any agency thereof, under any agreement entered into
by the United States of America, or any agency
thereof, with any person or organization.
II. Under any Medical Payments Coverage, or under any
Supplementary Payments Provision relating to (immediate
medical or surgical relief, (first aid, to expenses incurred
with respect to (bodily injury, sickness, disease or death
(bodily injury resulting from the hazardous properties of
nuclear material and arising out of the operation of a nuclear
facility by any person or organization.
III. Under any Liability Coverage, to (injury, sickness, disease,
death or destruction (bodily injury or property damage
resulting from the hazardous properties of nuclear material if
(a) the nuclear material (1) is at any nuclear facility
owned by, or operated by or on behalf of, an insured
or (2) has been discharged or dispersed therefrom;
2
21
(b) the nuclear material is contained in spent fuel or
waste at any time possessed, handled, used,
processed, stored, transported or disposed or by or
on behalf of an insured; or
(c) (the injury, sickness, disease, death or destruction
(the bodily injury or property damage arises out of
the furnishing by an insured of services, materials,
parts or equipment in connection with the planning,
construction, maintenance, operation or use of any
nuclear facility, but if such facility is located
within the United States of America, its territories,
or possessions or Canada, this exclusion (c) applies
only to (injury to or destruction of property at such
nuclear facility. (property damage to such nuclear
facility and any property thereat.
IV. As used in this endorsement: "hazardous properties" include
radioactive, toxic or explosive properties; "nuclear material"
means source material, special nuclear material or by-product
material; "source material", "special nuclear material" and
"by-product material" have the meanings given to them in the
Atomic Energy Act of 1954 or in any law amendatory thereof;
"spent fuel" means any fuel element or fuel component, solid
or liquid, which has been used or exposed to radiation in a
nuclear reactor; "waste" means any waste material (1)
containing by-product material and (2) resulting from the
operation by any person or organization of any nuclear
facility included within the definition of nuclear facility
under paragraph(a) or (b) thereof; "nuclear facility" means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1)
separating the isotopes of uranium or plutonium, (2)
processing or utilizing spent fuel, or (3) handling,
processing or packaging waste,
(c) any equipment or device used for the processing,
fabricating or alloying of special nuclear material
if at any time the total amount of such material in
the custody of the Insured at the premises where such
equipment or device is located consists of or
contains more than 25 grams of plutonium or uranium
233 or any combination thereof, or more than 250
grams of uranium 235,
(d) any structure, basin, excavation, premises or place
prepared or used for the storage or disposal of
waste,
and includes the site on which any of the foregoing is
located, all operations conducted on such site and all
premises used for such operations; "nuclear reactor" means any
apparatus designed or used to sustain nuclear fission in a
self-supporting chain reaction or to contain a ▇▇▇▇▇▇▇▇ ▇▇▇▇
of fissionable material; (with respect to injury to or
destruction of property, the word "injury" or "destruction"
("property damage" includes all forms of radioactive
contamination of property. (includes all forms of radioactive
contamination of property.
V. The inception dates and thereafter of all original policies
affording coverages specified in this paragraph (3), whether
new, renewal or replacement, being policies which become
effective on or after 1st May, 1960, provided this paragraph
(3) shall not be applicable to
3
22
(i) Garage and Automobile Policies issued by the Cedent
on New York risks, or
(ii) statutory liability insurance required under Chapter
90, General Laws of Massachusetts, until 90 days
following approval of the Broad Exclusion Provision
by the Governmental Authority having jurisdiction
thereof.
4. Without in anyway restricting the operation of paragraph (1) of this Clause,
it is understood and agreed that paragraphs (2) and (3) above are not applicable
to original liability policies of the Cedent in Canada and that with respect of
such policies this Clause shall be deemed to include the Nuclear Energy
Liability Exclusion Provisions adopted by the Canadian Underwriters' Association
or the Independent Insurance Conference of Canada.
------------------------------
*Note The words printed in italics in the Limited Exclusion Provision and in
the Broad Exclusion Provision shall apply only in relation to original
liability policies which include a Limited Exclusion Provision or a
Broad Exclusion Provision containing those words.
4
23
NUCLEAR INCIDENT EXCLUSION CLAUSE
LIABILITY - REINSURANCE - CANADA
1. This Contract does not cover any loss or liability accruing to the Company as
a member of, or subscriber to, any association of insurers or reinsurers formed
for the purpose of covering nuclear energy risks or as a direct or indirect
reinsurer of any such member, subscriber, or association.
2. Without in any was restricting the operation of paragraph 1 of this Clause it
is agreed that for all purposes of this Contract all the original liability
contracts of the Company, whether new, renewal or replacement, of the following
classes, namely,
Personal Liability,
Farmers Liability,
Storekeepers Liability,
which become effective on or after 31st December 1984, shall be deemed to
include, from their inception dates and thereafter, the following provision: -
Limited Exclusion Provision
This Policy does not apply to bodily injury or property damage with
respect to which the Insured is also insured under a contract of
nuclear energy liability insurance (whether the Insured is named in
such contract or not and whether or not it is legally enforceable by
the Insured) issued by the Nuclear Insurance Association of Canada or
any other group or pool of insurers or would be an Insured under any
such policy but for its termination upon exhaustion of its limit of
liability.
With respect to property, loss of use of such property shall be deemed
to be property damage.
3. Without in any way restricting the operation of paragraph 1 of this Clause it
is agreed that for all purposes of this Contract all the original liability
contracts of the Company, whether new, renewal or replacement, of any class
whatsoever (other than Personal Liability, Farmers Liability, Storekeepers
Liability or Automobile Liability contracts), which become effective on or after
31st December 1984, shall be deemed to include, from their inception dates and
thereafter, the following provision: -
Broad Exclusion Provision
It is agreed that this Policy does not apply:
(a) to liability imposed by or arising under the Nuclear Liability
Act; or
(b) to bodily injury or property damage with respect to which an
Insured under this Policy is also insured under a contract of
nuclear energy liability insurance (whether the Insured is
named in such contract or not and whether or not it is legally
enforceable by the Insured) issued by the Nuclear Insurance
Association of Canada or any other insurer or group or pool of
insurers or would be an Insured under any such policy but for
its termination upon exhaustion of its limit of liability; or
1
24
(c) to bodily injury or property damage resulting directly or
indirectly from the nuclear energy hazard arising from:
(1) the ownership, maintenance, operation or use of a
nuclear facility by or on behalf of an Insured;
(2) the furnishing by an Insured of services, materials,
parts or equipment in connection with the planning,
construction, maintenance, operation or use of any
nuclear facility; and
(3) the possession, consumption, use, handling, disposal
or transportation of fissionable substances or of
other radioactive material (except radioactive
isotopes, away from a nuclear facility, which have
reached the final stage of fabrication so as to be
usable for any scientific, medical, agricultural,
commercial or industrial purpose) used, distributed,
handled or sold by an Insured.
As used in this Policy:
(I) The term "nuclear energy hazard" means the
radioactive, toxic, explosive or other hazardous
properties of radioactive material;
(II) The term "radioactive material" means uranium,
thorium, plutonium, neptunium, their respective
derivatives and compounds, radioactive isotopes of
other elements and any other substances that the
Atomic Energy Control Board may, by regulation,
designate as being prescribed substances capable of
releasing atomic energy, or as being requisite for
the production, use or application of atomic energy;
(III) The term "nuclear facility" means:
(a) any apparatus designed or used to sustain
nuclear fission in a self-supporting chain
reaction or to contain a ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
plutonium, thorium and uranium or any one or
more of them;
(b) any equipment or device designed or used for
(i) separating the isotopes of plutonium,
thoriurn and uranium or any one or more of
them, (ii) processing or utilizing spent
fuel, or (iii) handling, processing or
packaging waste;
(c) any equipment or device used for the
processing, fabricating or alloying of
plutonium, thorium or uranium enriched in
the isotope uranium 233 or in the isotope
uranium 235, or any one or more of them if
at any time the total amount of such
material in the custody of the Insured at
the premises where such equipment or device
is located consists of or contains more than
25 grams of plutonium or uranium 233 or any
combination thereof, or more than 250 grams
of uranium 235;
(d) any structure, basin, excavation, premises
or place prepared or used for the storage or
disposal of waste radioactive material;
2
25
and includes the site on which any of the foregoing
is located, together with all operations conducted
thereon and all premises used for such operations.
(IV) the term "fissionable substance" means any prescribed
substance that is, or from which can be obtained, a
substance capable of releasing atomic energy by
nuclear fission.
(V) with respect to property, loss of use of such
property shall be deemed to be property damage.
3
26
INTERESTS AND LIABILITIES AGREEMENT
TO THE
SPECIFIC EXCESS REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
AND
SWISS REINSURANCE COMPANY
(HEREINAFTER REFERRED TO AS THE "REINSURER")
It is hereby mutually agreed that the Reinsurer shall have a 45.46% share in the
interests and liabilities as set forth in the document attached hereto entitled
"SPECIFIC EXCESS REINSURANCE CONTRACT, Effective: January 1, 1997, issued to
Medical Inter-Insurance Exchange of New Jersey". The share of the Reinsurer
shall be separate and apart from the shares of the other reinsurers and shall
not be joint with those of the other reinsurers and the Reinsurer shall in no
event participate in the interest and liabilities of the other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Agreement, in triplicate, as of the dates
undermentioned.
In Lawrenceville, New Jersey, this 25th day of September 1997,
For and on Behalf of Medical Inter-Insurance Exchange of New Jersey
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
In Zurich, Switzerland, this 17th day of September 1997,
For and on Behalf of Swiss Reinsurance Company
By: /s/
-------------------------
27
INTERESTS AND LIABILITIES AGREEMENT
TO THE
SPECIFIC EXCESS REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
AND
HANNOVER RUCKVERSICHERUNGS
(HEREINAFTER REFERRED TO AS THE "REINSURER")
It is hereby mutually agreed that the Reinsurer shall have a 20.00% share in the
interests and liabilities as set forth in the document attached hereto entitled
"SPECIFIC EXCESS REINSURANCE CONTRACT, Effective: January 1, 1997, issued to
Medical Inter-Insurance Exchange of New Jersey". The share of the Reinsurer
shall be separate and apart from the shares of the other reinsurers and shall
not be joint with those of the other reinsurers and the Reinsurer shall in no
event participate in the interest and liabilities of the other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Agreement, in triplicate, as of the dates
undermentioned.
In Lawrenceville, New Jersey, this 25th day of September 1997,
For and on Behalf of Medical Inter-Insurance Exchange of New Jersey
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
In Hannover, Germany, this 29th day of July 1997,
For and on Behalf of Hannover Ruckversicherungs
By: /s/
---------------------------
28
INTERESTS AND LIABILITIES AGREEMENT
TO THE
SPECIFIC EXCESS REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1,1997
BETWEEN
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
AND
UNDERWRITERS REINSURANCE COMPANY
(HEREINAFTER REFERRED TO AS THE "REINSURER")
It is hereby mutually agreed that the Reinsurer shall have a 14.00% share in the
interests and liabilities as set forth in the document attached hereto entitled
"SPECIFIC EXCESS REINSURANCE CONTRACT, Effective: January 1, 1997, issued to
Medical Inter-Insurance Exchange of New Jersey". The share of the Reinsurer
shall be separate and apart from the shares of the other reinsurers and shall
not be joint with those of the other reinsurers and the Reinsurer shall in no
event participate in the interest and liabilities of the other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Agreement, in triplicate, as of the dates
undermentioned.
In Lawrenceville, New Jersey, this 25th day of September 1997,
For and on Behalf of Medical Inter-Insurance Exchange of New Jersey
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
In Woodland Hills, California, this 15th day of July 1997,
For and on Behalf of Underwriters Reinsurance Company
By: /s/
--------------------------
29
INTERESTS AND LIABILITIES AGREEMENT
TO THE
SPECIFIC EXCESS REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
AND
▇▇▇▇▇▇ REINSURANCE COMPANY
(HEREINAFTER REFERRED TO AS THE "REINSURER")
It is hereby mutually agreed that the Reinsurer shall have a 7.69% share in the
interests and liabilities as set forth in the document attached hereto entitled
"SPECIFIC EXCESS REINSURANCE CONTRACT, Effective: January 1, 1997, issued to
Medical Inter-Insurance Exchange of New Jersey". The share of the Reinsurer
shall be separate and apart from the shares of the other reinsurers and shall
not be joint with those of the other reinsurers and the Reinsurer shall in no
event participate in the interest and liabilities of the other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Agreement, in triplicate, as of the dates
undermentioned.
In Lawrenceville, New Jersey, this 25th day of September 1997,
For and on Behalf of Medical Inter-Insurance Exchange of New Jersey
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
In Long Grove, Illinois, this 9th day of September 1997,
For and on Behalf of ▇▇▇▇▇▇ Reinsurance Company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice President, Ref: 22776-6
30
INTERESTS AND LIABILITIES AGREEMENT
TO THE
SPECIFIC EXCESS REINSURANCE CONTRACT
EFFECTIVE: JANUARY 1, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
AND
LONDON LIFE & CASUALTY REINSURANCE CORPORATION
(HEREINAFTER REFERRED TO AS THE "REINSURER")
It is hereby mutually agreed that the Reinsurer shall have a 3.85% share in the
interests and liabilities as set forth in the document attached hereto entitled,
"SPECIFIC EXCESS REINSURANCE CONTRACT, Effective: January 1, 1997, issued to
Medical Inter-Insurance Exchange of New Jersey". The share of the Reinsurer
shall be separate and apart from the shares of the other reinsurers and shall
not be joint with those of the other reinsurers and the Reinsurer shall in no
event participate in the interest and liabilities of the other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Agreement, in triplicate, as of the dates
undermentioned.
In Lawrenceville, New Jersey, this 25th day of September 1997,
For and on Behalf of Medical Inter-Insurance Exchange of New Jersey
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
In ▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, Barbados, this 31st day of July 1997,
For and on Behalf of London Life & Casualty Reinsurance Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
31
ADDENDUM NO. 1
TO THE
1997 SPECIFIC EXCESS REINSURANCE CONTRACT
ISSUED TO
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS "COMPANY")
BY
THE REINSURERS SUBSCRIBING THE RESPECTIVE
INTERESTS AND LIABILITIES AGREEMENTS
(HEREINAFTER REFERRED TO AS "REINSURERS")
Effective July 1, 1997, the Reinsurers hereby agree to amend the 1997 Specific
Excess Reinsurance Contract (identification "slip\mixsp97d.cnt") provided to the
Company as follows:
1) Article 1: Classes of Business Reinsured, page 1 - Section A - Addition
of the following paragraph to be inserted preceding the final paragraph
of Section A:
"Property Coverage, including Fire, Allied Lines and Extended
Coverages, Inland Marine and Commercial Multi-Peril, all either written
in respect of Health Care Institutions or when written in conjunction
with Professional Liability coverages for Health Care Institutions."
2) Article III: Exclusions, page 3 - Addition of Exclusions 8., 9. and 10.
as follows:
"8. Earthquake coverages, when written as such.
9. North American War Exclusion Clause, attached to and forming
part of this Contract.
10. Seepage and Pollution Liability."
32
3) Article IV: Retentions and Limits, page 3, Section A. - Deletion of the
first paragraph of Section A. and insertion of the following revised
paragraph:
"A. Coverage A (Each Insured): Coverage A shall apply to all
Classes of Business Reinsured except Property Coverage. The
Company shall retain and be liable for the first $X amount as
per the table below of the Paid portion of Ultimate Net Loss
as respects any one original policy, each claim. The
Reinsurers shall then be liable for the amount by which such
Paid portion of Ultimate Net Loss exceeds the Company's
Retention, but the liability of the Reinsurers shall not
exceed $13,000,000 Ultimate Net Loss plus pro rata Loss
Adjustment Expenses as respects any one original policy, each
claim."
4) Article IV: Retentions and Limits, page 3, Section B. - Deletion of the
first paragraph of Section B. and insertion of the following revised
paragraph:
"B. Coverage B (Each Insured): Coverage B shall apply to all
Classes of Business Reinsured except Property Coverage. For
purposes of Coverage B only, the Company shall retain and be
liable for the Paid portion of Ultimate Net Loss equal to the
sum of the Retention and Limit under Coverage A as respects
any original policy, each claim. The Reinsurers shall then be
liable for 90% of the amount by which the Paid portion of
Ultimate Net Loss exceeds the sum of the Retention and Limit
under Coverage A, but the liability of the Reinsurers shall
not exceed 90% of $10,000,000 plus pro rata Loss Adjustment
Expenses as respects any original policy, each claim."
5) Article IV: Retentions and Limits, page 4, Section C. - Deletion of the
first paragraph of Section C. and insertion of the following revised
paragraph:
"C. Coverage C (Each Insured): Coverage C shall apply to all
Classes of Business Reinsured except Property Coverage. For
purposes of Coverage C only, the Company shall retain and be
liable for the Paid portion of Ultimate Net Loss equal to the
sum of the Retention and Limit under Coverage A and
$10,000,000 paid indemnity plus pro rata expenses in respect
of Coverage B as respects any original policy, each claim. The
Reinsurers shall then be liable for 90% of the amount by which
such Paid portion of Ultimate Net Loss exceeds the sum of the
Retention and Limit under Coverage A and $10,000,000 paid
indemnity plus pro rata expenses in respect of Coverage B, but
the liability of the Reinsurers shall not exceed 90% of
$10,000,000 plus pro rata Loss Adjustment Expenses as respects
any original policy, each claim."
33
6) Article IV: Retentions and Limits, page 4, Section D. - Deletion of the
first paragraph of Section D. and insertion of the following revised
paragraph:
"D. Coverage D (Each Insured): Coverage D shall apply to all
Classes of Business Reinsured except Property Coverage. For
purposes of Coverage D only, the Company shall retain and be
liable for the Paid portion of Ultimate Net Loss equal to the
sum of the Retention and Limit under Coverage A and
$10,000,000 paid indemnity plus pro rata expenses in respect
of Coverage B and $10,000,000 paid indemnity plus pro rata
expenses in respect of Coverage C as respects any original
policy, each claim. The Reinsurers shall then be liable for
90% of the amount by which such Paid portion of Ultimate Net
Loss exceeds the sum of the Retention and Limit under Coverage
A and $10,000,000 paid indemnity plus pro rata expenses in
respect of Coverage B and $10,000,000 paid indemnity plus pro
rata expenses in respect of Coverage C, but the liability of
the Reinsurers shall not exceed 90% of $5,000,000 plus pro
rata Loss Adjustment Expenses as respects any original policy,
each claim."
7) Article IV: Retentions and Limits, pages 4-5, Sections E., F., H. and
I. to be relettered as follows:
Section E to become Section F
Section F to become Section G
Section G to become Section H
Section H to become Section I
Section I to become Section J
8) Article IV: Retentions and Limits, page 4 - Addition of Section E as
follows:
"E. Coverage E (Each Insured Coverage): Coverage E shall apply to
the Property Coverage Class of Business Reinsured only. For
purposes of Coverage E only, the Company shall retain and be
liable for the first $500,000 of the Paid portion of Ultimate
Net Loss as respects each and every loss, each original
policy. Reinsurers shall then be liable for 100% of the amount
by which such Paid portion of Ultimate Net Loss exceeds the
Company's Retention, but the liability of the Reinsurers shall
not exceed $14,500,000 Ultimate Net Loss plus Pro Rata Loss
Adjustment Expense as respects each and every loss, each
original policy.
In no event shall Reinsurers be liable, in each contract year,
for more than $43,500,000 in respect of the sum of the Paid
portion of Ultimate Net Loss plus Pro Rata Loss Adjustment
Expense, Loss in Excess of Original Policy Limits, and Extra
Contractual Obligations, in the Aggregate, for Coverage E."
34
9) Article V: Definitions, page 8 - Addition of Definition J. as follows:
"J. "Gross Written Premium" as used herein. shall mean the written
premium of the Company, including additional premiums and
premium adjustments less any return premiums in respect of
policies written during the term of this Contract."
10) Article VI: Claims and Loss Adjustment Expenses, page 8 - Section A -
Addition of the following paragraph as follows:
"Within 60 days after the end of each calendar quarter, the Company
shall provide the Reinsurers with a claims bordereau, as respects to
Coverage E, outlining any claim on which the Company has a paid or
outstanding loss value equal to or greater than $300,000 Ultimate Net
Loss. The Company may request, where necessary, an individual cash call
for any claim payments equal to or greater than $500,000 from
Reinsurers for Coverage E only."
11) Renumbering of current Article XII and all subsequent Articles, i.e.:
Article XII to become Article XIII
Article XIII to become Article XIV
Article XIV to become Article XV
and continuing through the final Article of the Contract
and insertion of new Article XII as follows:
"ARTICLE XII: COVERAGE E PREMIUM AND CEDING COMMISSION
A. Initial Premium: As respects each contract year, the Company
shall pay the Reinsurers an Initial Premium equal to X% of
each Policy's Gross Written Premium as per the Coded Excess
Schedule, attaching hereto and forming part of the 1997
Specific Excess Reinsurance Contract, for policies with limits
attaching hereunder in respect of Coverage E. Initial Premium
shall be payable by the Company to the Reinsurers quarterly
within 60 days in arrears from the end of each quarter paying
all amounts due in respect of premiums collected by the
Company for the respective quarter.
B. Reinstatement Premium: As respects each contract year, and in
the event of the whole or any portion of the second Coverage E
indemnity limit being exhausted by loss, the amount so
exhausted shall be automatically reinstated from the time of
the loss and the Company shall pay to the Reinsurers an
Additional Premium calculated by applying the aggregate Gross
Written Premium to the Reinsurers for Coverage E for the
respective contract year to the percentage that the amount of
indemnity so reinstated bears to the total amount of indemnity
coverage afforded
35
under Coverage E, to be paid simultaneously with the payment
of loss by the Reinsurers. Notwithstanding the above, the
first 100% of $14,500,000 indemnity limit shall be reinstated
by the Reinsurers free of charge.
C. Ceding Commission: The Reinsurers shall pay to the Company
17.5% of all Coverage E Initial Premium and Reinstatement
Premium payable hereon by the Company at the time the Company
pays such premiums.
The Company shall provide the Reinsurers with a bordereau outlining the
Gross Written Premium and the Coded Excess Schedule Premium for each
policy written under Coverage E within 60 days after the end of each
calendar quarter. The bordereau shall include detailed information by
state, policy limit, construction type, including addresses, and
probable maximum losses."
In Witness Whereof, the Company has caused this Addendum to be executed by its
duly authorized representatives:
Signed in Lawrenceville, New Jersey, this day of , 1998
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: President & CEO
------------------------------------
36
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be
executed by its duly authorized representative:
Signed in Zurich, Switzerland, for a 45.46% share of the respective
Reinsurance Contract this
20 day of May, 1998
for and on behalf of
SWISS REINSURANCE COMPANY
By: /S/ ▇. ▇▇▇▇▇ /S/ ▇. ▇▇▇▇
------------------------------------
Title: Swiss Reinsurance Company
------------------------------------
37
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in ▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, Barbados, ▇.▇, for a 3.85% share of the
respective Reinsurance Contract this 6th day of May, 1998
for and on behalf of
LONDON LIFE AND CASUALTY REINSURANCE CORPORATION
By: /S/ M.A. ▇▇▇▇▇▇▇▇▇ [SEAL]
------------------------------------
Title: Vice President
38
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Calabasas, California, for a 14.00% share of the respective
Reinsurance Contract, this 20th day of May, 1998 for and on behalf of
UNDERWRITERS REINSURANCE COMPANY
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Sr. Vice President
------------------------------------
39
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Long Grove, Illinois, for a 7.69% share of the respective Reinsurance
Contract, this 19th day of June, 1998
for and on behalf of
▇▇▇▇▇▇ REINSURANCE COMPANY
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President, Ref: 22776-6
-------------------------------------------------
40
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Hannover, Germany, for a 20.00% share of the respective agreement,
this 24th day of June, 1998
for and on behalf of
HANNOVER RUCKVERSICHERUNGS
Reference: LY 2474A, Add. 1, eff. 1-1-97
-------------------------------------------------
Title:
-------------------------------------------------
hannover re
-----------
Hannover
Ruckversicherungs-Aktiengesellschaft
/S/
------------------------------------
North American Treaty Dpt.
41
ADDENDUM NO. 2
TO THE
1997 SPECIFIC EXCESS REINSURANCE CONTRACT
(HEREINAFTER REFERRED TO AS "REINSURANCE CONTRACT")
ISSUED TO
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS THE "COMPANY")
BY
THE REINSURERS SUBSCRIBING THE RESPECTIVE
INTERESTS AND LIABILITIES AGREEMENTS
(HEREINAFTER REFERRED TO AS THE "REINSURERS")
I. Effective January 1, 1998, the Reinsurers hereby agree to amend the 1997
Specific Excess Reinsurance Contract (identification "slip\mixsp97d.cnt")
provided to the Company as follows:
1) Article IV: Retentions and Limits, page 4 - Deletion of Section D. and
insertion of the following revised Section D:
"Coverage D (Each Insured Coverage): Coverage D shall apply to all
Classes of Business Reinsured except Property Coverage. For purposes of
Coverage D only, the Company shall retain and be liable for the Paid
portion of Ultimate Net Loss equal to the sum of the Retention and
Limit under Coverage A and $ 10,000,000 paid indemnity plus pro rata
expenses in respect of Coverage B and $ 10,000,000 paid indemnity plus
pro rata expenses in respect of Coverage C as respects any original
policy, each claim. The Reinsurers shall then be liable for 90% of the
amount by which such Paid portion of Ultimate Net Loss exceeds the sum
of the Retention and Limit under Coverage A and $10,000,00 paid
indemnity plus pro rata expenses in respect of Coverage B and
$10,000,000 paid indemnity plus pro rata expenses in respect of
Coverage C, but the liability of the Reinsurers shall not exceed 90% of
$15,000,000 plus pro rata Loss Adjustment Expenses as respects any
original policy, each claim.
In no event shall Reinsurers be liable, in each contract year, for more
than $40,500,000 (being 90% of $45,000,000) in respect of the sum of
the Paid portion of Ultimate Net Loss and Pro rata Loss Adjustment
Expense, Loss in Excess of Original Policy Limits, and Extra
Contractual Obligations, in the Aggregate, for Coverage D."
1
42
2) Article V: Definitions, page 6 - Sections 1 and 2., Subject Policy
Limits Tables - Deletion of Coverage D Limits and insertion of the
following revised limits:
For G.L.
Empl. Liabil.
Auto Liabil.
For all states For all states other For Pennsylvania & All Other
other than PA than PA for Health Care Inst. Non-Professn'l
Coverage Section for Phys. & Surg. Health Care Inst. Phys. & Surgeons Liability
---------------- ----------------- ----------------- ---------------- ---------
"Coverage D Limit 35M to 50M 36M to 51M 35.3M to 50.3M 36M to 51M"
3) Article XI: Coverage D Premium and Ceding Commission, pages 11 - 12 -
Deletion of Section B and insertion of the following revised Section B:
"B. Reinstatement Premium: As respects each contract year, and in
the event of the whole or any portion of the second Coverage D
indemnity limit being exhausted by loss, the amount so
exhausted shall be automatically reinstated from the time of
the loss and the Company shall pay to the Reinsurers an
Additional Premium calculated by applying to the annual
Minimum Premium to Reinsurers for the respective contract year
the percentage that the amount of indemnity so reinstated
bears to the total amount of indemnity coverage afforded under
Coverage C, subject to a minimum of 100% as to time, to be
paid simultaneously with the payment of loss by the
Reinsurers. Notwithstanding the above, the first 90% of
$15,000,000 indemnity limit shall be reinstated by the
Reinsurers free of charge.
Nevertheless, the Reinsurers' liability in any one claim shall
never exceed 90% of $15,000,000 Ultimate Net Loss plus pro
rata Loss Adjustment Expenses in respect of Coverage D."
2
43
In Witness Whereof, the Company has caused this Addendum to be executed by its
duly authorized representative:
Signed in Lawrenceville, New Jersey, this day of, 1998 for and on behalf of
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------------
Title: President & CEO
-------------------------------------------------
3
44
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Zurich, Switzerland, for a 45.46% share of the respective Reinsurance
Contract, this 20 day of May, 1998
for and on behalf of
SWISS REINSURANCE COMPANY
By: /S/ ▇. ▇▇▇▇▇ /S/ ▇. ▇▇▇▇
-------------------------------------------------
Title: Swiss Reinsurance Company
-------------------------------------------------
45
Effective January 1, 1998, London Life and Casualty Reinsurance Corporation's
participation in the Reinsurance Contract shall be amended from 3.85% to 3.07%.
This Agreement therefore amends the respective Interests and Liabilities
Agreement to a 3.07% share of the Reinsurance Contract effective January 1,
1998.
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in ▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, Barbados, W.I., for a 3.07% share of the
respective Reinsurance Contract,
this 6th day of May, 1998
for and on behalf of
LONDON LIFE AND CASUALTY REINSURANCE CORPORATION
By: /S/ M.A. ▇▇▇▇▇▇▇▇▇ [SEAL]
---------------------------------
Title: Vice President
---------------------------------
46
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Calabasas, California, for a 14.00% share of the respective
Reinsurance Contract,
this 20th day of May, 1998
for and on behalf of
UNDERWRITERS REINSURANCE COMPANY
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
Title: Senior Vice President
-------------------------------------------------
47
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Long Grove, Illinois, for a 7.69% share of the respective Reinsurance
Contract,
this 19th day of June, 1998
for and on behalf of
▇▇▇▇▇▇ REINSURANCE COMPANY
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Title: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President, Ref: 22776-6
-------------------------------------------------
48
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Hannover, Germany, for a 20.00% share of the respective agreement,
this 25th day of June, 1998
for and on behalf of
HANNOVER RUCKVERSICHERUNGS
Reference: LY2474A, Add 2, eff-1-1-98
--------------------------------------
Title:
--------------------------------------
hannover re
------------------------------------
Hannover
Ruckversicherungs-Aktiengesellschaft
/S/
--------------------------------
North American Treaty Dpt.
49
ADDENDUM NO. 3
TO THE
1997 SPECIFIC EXCESS REINSURANCE CONTRACT
ISSUED TO
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS "COMPANY")
BY
THE REINSURERS SUBSCRIBING THE RESPECTIVE
INTERESTS AND LIABILITIES AGREEMENTS
(HEREINAFTER REFERRED TO AS "REINSURERS")
Effective January 1, 1997, the Reinsurers hereby agree to amend the 1997
Specific Excess Reinsurance Contract (identification "slip\mixsp97d.cnt")
provided to the Company as follows:
1) Article IV: Retentions and Limits, page 3 - Section A - Delete the
Pennsylvania retention in the table and replace with the following
revised retention:
"PA All Professional Liability $2,300,000
(Physicians, Surgeons & Institutions)"
2) Article V: Definitions, page 6 - Sections 1 and 2 - Delete Coverage A,
B, C and D Limits in the table for the column "For Pennsylvania Health
Care Inst. Phys. & Surgeons" only and replace with the following
revised limits:
For Pennsylvania
Health Care Inst.
Coverage Section Phys. & Surgeons
---------------- ----------------
Coverage A Limit "$ 2.3M to $15.3M
Coverage B Limit 15.3M to 25.3M
Coverage C Limit 25.3M to 35.3M
Coverage D Limit 35.3M to 40.3M"
1
50
In Witness Whereof, the Company has caused this Addendum to be executed by its
duly authorized representatives:
Signed in Lawrenceville, New Jersey, this day of , 1998
for and on behalf of
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------------
Title: President & CEO
-------------------------------------------------
2
51
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Zurich, Switzerland, for a 45.46% share of the respective Reinsurance
Contract, this 20th day of May, 1998 for and on behalf of SWISS REINSURANCE
COMPANY
By: /S/ ▇. ▇▇▇▇▇ /S/ ▇. ▇▇▇▇
-------------------------------------------------
Title: Swiss Reinsurance Company
-------------------------------------------------
1
52
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Hannover, Germany, for a 20.00% share of the respective agreement,
this 24th day of June, 1998 for and on behalf of HANNOVER RUCKVERSICHERUNGS
Reference: LY 2474A, Add. 3, eff. 1-1-97
-----------------------------------------
Title:
-----------------------------------------
hannover re
-----------
Hannover
Ruckversicherungs-Aktiengesellschaft
/S/ ▇. ▇▇▇▇▇▇▇ /S/ ▇.▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
North American Treaty Dpt.
2
53
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Long Grove, Illinois, for a 7.69% share of the respective Reinsurance
Contract, this 19th day of June, 1998 for and on behalf of ▇▇▇▇▇▇ REINSURANCE
COMPANY
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
Title: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President, Ref: 22776-6
-------------------------------------------------
3
54
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in Calabasas, California, for a 14.00% share of the respective
Reinsurance Contract, this 20th day of May, 1998 for and on behalf of
UNDERWRITERS REINSURANCE COMPANY
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
Title: Senior Vice President
-------------------------------------------------
4
55
In Witness Whereof, the Reinsurer hereto has caused this Addendum to be executed
by its duly authorized representative:
Signed in ▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, Barbados, W.I., for a 3.85% share of the
respective Reinsurance Contract,
this 6th day of May, 1998
for and on behalf of
LONDON LIFE AND CASUALTY REINSURANCE CORPORATION
By: /S/ ▇.▇. ▇▇▇▇▇▇▇▇▇ [SEAL]
-------------------------------------------------
Title: Vice President
-------------------------------------------------
5
56
ADDENDUM NO. 4
TO THE
1997 SPECIFIC EXCESS REINSURANCE CONTRACT
ISSUED TO
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
LAWRENCEVILLE, NEW JERSEY
(HEREINAFTER REFERRED TO AS "COMPANY")
BY
THE REINSURERS SUBSCRIBING THE RESPECTIVE
INTERESTS AND LIABILITIES AGREEMENTS
(HEREINAFTER REFERRED TO AS "REINSURERS")
Effective December 31, 1997, the Reinsurers hereby agree to amend the 1997
Specific Excess Reinsurance Contract (identification '.'slip\jnixsp97d.cnt")
provided to the Company as follows:
ARTICLE III: EXCLUSIONS, Exclusion 1. - Addition of the following paragraph:
"In addition, this exclusion shall also not apply to assumed
reinsurance underwritten by the Company for captives or other
insurance facilities of hospitals and all other health care
institutions where the underwriting is through the New Jersey
State Medical Underwriters, Inc."
In Witness Whereof, the Company has caused this Addendum to be executed by its
duly authorized representatives:
Signed in Lawrenceville, New Jersey, this 24th day of April, 1998
MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Title: President & CEO
---------------------------------------
1
57
In Witness Whereof, the Reinsurers hereto have caused this Addendum to be
executed by their duly authorized representatives:
Signed in Zurich, Switzerland, for a 45.46% share of the respective agreement,
this 20 day of May, 1998
SWISS REINSURANCE COMPANY
By: /s/ ▇. ▇▇▇▇▇ /s/ ▇. ▇▇▇▇
---------------------------------------
Title: Swiss Reinsurance Company
---------------------------------------
2
58
In Witness Whereof, the Reinsurers hereto have caused this Addendum to be
executed by their duly authorized representatives:
Signed Hannover, Germany, for a 20.00% share of the respective agreement, this
24th day of June, 1998
HANNOVER RUCKVERSICHERUNGS
Reference: LY2474A, Add 4 eff. 12-31-97
Title:
------------------------------------------
hannover re
-----------
Hannover
Ruckversicherungs-Aktiengesellschaft
/S/ ▇. ▇▇▇▇▇▇▇ /S/ ▇.▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
North American Treaty Dpt.
3
59
In Witness Whereof, the Reinsurers hereto have caused this Addendum to be
executed by their duly authorized representatives:
Signed Long Grove, Illinois, for a 7.69% share of the respective agreement, this
19th day of June, 1998
▇▇▇▇▇▇ REINSURANCE COMPANY
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------------
Title: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President, Ref: 22776-6
---------------------------------------------------
4
60
In Witness Whereof, the Reinsurers hereto have caused this Addendum to be
executed by their duly authorized representatives:
Signed in Woodland Hills, California, for a 14.00% share of the respective
agreement, this 20th day of May, 1998
UNDERWRITERS REINSURANCE COMPANY
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------
Title: Senior Vice President
---------------------------------------------------
5
61
In Witness Whereof, the Reinsurers hereto have caused this Addendum to be
executed by their duly authorized representatives:
Signed in ▇▇▇▇▇▇, St. ▇▇▇▇▇▇▇, Barbados, W.I., for a 3.85% share of the
respective agreement, this 6th day of May, 1998
LONDON LIFE AND CASUALTY INSURANCE CORPORATION
By: /S/ M.A. ▇▇▇▇▇▇▇▇▇ [SEAL]
---------------------------------------------------
Title: Vice President
---------------------------------------------------
6