100% QUOTA SHARE REINSURANCE AGREEMENT
THIS 100% QUOTA SHARE REINSURANCE AGREEMENT (this "Agreement") is made
and entered into as of the first day of January, 1997, by and among the
Reinsurer specifically identified on the signature page of this
Agreement, ( Reinsurer ), STATE AND COUNTY MUTUAL FIRE INSURANCE
COMPANY, an insurance company organized under the laws of the State of
Texas ("Company"), XXXXXX GENERAL AGENCY, INC., a corporation organized
under the laws of the State of Texas ( General Agent"), and AMERICAN
HALLMARK GENERAL AGENCY, INC., a corporation organized under the laws of
the State of Texas ( Program Administrator");
W I T N E S S E T H:
THAT, in consideration of the mutual covenants hereinafter
contained and upon the terms and conditions hereinbelow set forth, the
parties hereto agree as follows:
PREAMBLE
It is understood that the Company, the Reinsurer, the General Agent
and the Program Administrator (hereinafter identified collectively as
the "Parties") hereto wish to enter into a reinsurance arrangement
through which the Company is to bear no business, credit or insurance
risk whatsoever (save the risk of the Reinsurer's insolvency). The
Reinsurer shall hold the Company harmless and indemnify it for these and
all risks. The Program Administrator shall perform all administrative
f u n ctions for the business subject hereto as provided in the
Administrative Services Agreement ("Administrative Services Agreement")
between the Company, the General Agent and the Program Administrator.
The sole consideration provided by the Company, in exchange for the fees
as agreed to, is to permit the Policies (as hereinafter defined) which
are reinsured 100% under this Agreement to be issued in the name of the
Company. All provisions of this Agreement shall be interpreted so as to
be in accord with this Preamble.
ARTICLE I
CLASSES OF BUSINESS REINSURED
1.01 Effective as of the effective date of this Agreement, the Company
obligates itself to cede to the Reinsurer, and the Reinsurer obligates
itself to accept, 100% of the Company's gross liability under all
p o l icies, certificates, contracts, binders, agreements or other
proposals or evidences of insurance, new and renewal policies, binders,
and contracts of insurance (hereinafter called "Policies") issued by and
on behalf of the Company and classified by the Company, in its sole
discretion, as private passenger automobile in accordance with the Texas
Automobile Manual, including physical damage ( Auto Physical Damage ),
liability, personal injury protection, uninsured/underinsured motorist,
medical payments and miscellaneous coverages as allowed by endorsement
in Texas, during the term of this Agreement, produced by or through the
General Agent appointed by the Company at the request of the Reinsurer
as provided in Article XXI (THE GENERAL AGENT) of this Agreement and
administered by the Program Administrator.
1.02 Subject to Section 22.06 hereof, the maximum Policy limits subject
to this Agreement are as follows:
Physical Damage: Actual Cash Value (ACV),
not to exceed $40,023 per vehicle
Bodily Injury per person: $ 20,023
Bodily Injury per accident: $ 40,023
Property Damage per Accident: $ 15,023
Personal Injury Protection: $ 2,523 per person, per
accident
Uninsured/Underinsured/B.I.: $ 20,023 per person
$ 40,023 per accident
Uninsured/Underinsured/P.D.: $ 15,023 per accident
In the event of a statutory increase in limits by the State of Texas, or
travel by an insured to a state with greater statutory requirements, the
maximum Policy limits shall be increased to statutory limits in effect
plus $23.
1.04 For purposes of this Agreement the maximum term for any Policy
issued hereunder shall be twelve months.
1.05 This Agreement shall also apply to, and the Reinsurer shall
reinsure, 100% coverage for personal injury protection as required under
Tex. Ins. Code Ch. 5, Art. 5.06-3 or any successor statute thereto, for
the classes of business specified under Section 1.01 above.
1.06 Business ceded hereunder shall include every original Policy,
rewrite, renewal or extension (whether before or after termination of
this Agreement) required by statute or by rule or regulation of the
Texas Department of Insurance, or other authority having competent
jurisdiction, of any Policy of insurance ceded hereunder.
1.07 For purposes of this Agreement the term Accident Year as used in
this Agreement shall mean 12 consecutive months commencing with each
January 1.
ARTICLE II
EXCLUSIONS
The following risks, perils and classes of business are specifically
excluded:
If the General Agent binds or issues any business excluded, the Company
shall notify the Reinsurer promptly upon actual knowledge of such
business being bound or issued. The Reinsurer shall provide coverage
for any such risk bound until canceled by the Company at any Reinsurer s
request.
(a) All business not specifically described as business covered under
Section 1.01 of this Agreement.
(b) Garagekeepers legal liability.
(c) Vendors single interest.
(d) Vehicles principally used as ambulances, fire and police units.
(e) Commercial vehicles rated as such, and all automobile fleets.
(f) Mobile homes.
(g) Automobile dealers.
(h) Loss or damage caused by or resulting from war, invasion,
hostilities, acts of foreign enemies, civil war, insurrection, military
or usurped power, martial law or confiscation by order of any
governmental or public authority, but not excluding loss or damage which
would be covered under a Policy or standard form containing a standard
war exclusion clause.
(i) Business excluded by the attached Nuclear
Exclusion Clauses - Liability - Reinsurance - U.S.A., No. 08-31.1 and
Canada, No. 08-32.1 and Physical Damage - Reinsurance - U.S.A., 08-33
and Canada, No. 08-34.2.
(j) Reinsurance issued for the account of other insurance companies.
(k) Vehicles used in racing or speed events.
(l) Taxis, limos, buses, livery.
(m) Pools, Association, Syndicates and Insolvency Funds per the
attached Pools, Associations, Syndicates and Insolvency Funds Exclusion
Clause 08-04.3.
ARTICLE III
COMMENCEMENT OF LIABILITY
The liability of the Reinsurer shall commence obligatorily and
simultaneously with that of the Company as soon as the Company becomes
liable, and the premium on account of such liability shall be credited
to the Reinsurer from the original date of the Company's liability.
ARTICLE IV
REINSURANCE FOLLOWS PRIMARY POLICIES
All reinsurance for which the Reinsurer shall be liable, by virtue
of this Agreement, shall be subject, in all respects, to the same rates,
terms, conditions, interpretations, waivers, the exact proportion of
premiums paid to the Company without any deduction for brokerage, and to
the same modifications, alterations and cancellations, as the respective
insurance of the Company to which such reinsurance relates, the true
intent of this Agreement being that the Reinsurer shall, in every case
to which this Agreement applies and in the proportion specified herein,
follow the fortunes of the Company.
ARTICLE V
COMMENCEMENT AND TERMINATION
5.01 The effective date of this Agreement is at 12:01 a.m., Central
Standard Time, on January 1, 1997, as respects losses arising out of
occurrences commencing under Policies written or renewed on or after
such date at the offices of the Company. This Agreement shall remain
continuously in force until terminated according to the provisions set
forth herein.
5.02 This Agreement may be terminated as follows:
(a) By any Party hereto, as of 12:01 a.m., Central Standard Time, June
30, 1997 or any June 30 or January 1 thereafter, by providing at least
ninety (90) days written notice to the other Parties, such notice to be
sent by certified mail, return receipt requested, postage prepaid;
(b) Immediately by mutual consent of the Company and Reinsurer;
(c) Immediately upon written notice by the Reinsurer or the Company in
the event of the cancellation or non-renewal of the General Agent's
license by the Texas Department of Insurance;
(d) By the Reinsurer after thirty (30) days written notice to the
General Agent and the Company of the General Agent's failure to pay to
the Reinsurer all payments of premiums due hereunder, provided, however,
that in the event such payment is received by the Reinsurer prior to the
date of cancellation stated in the Reinsurer's written notice this
Agreement shall not be so terminated and said written notice shall be of
no further force or effect. If the Reinsurer receives such late premium
within a ten (10) day period following receipt of such notice, the
Reinsurer shall inform the Company and the General Agent of such receipt
as soon as the premium is received and the termination of the Agreement
for reason of default shall be rescinded;
(e) Immediately, upon written notice by the Company, if the Reinsurer
or General Agent is found to be insolvent by a State Insurance
Department or court of competent jurisdiction, or is placed in
supervision, conservation, rehabilitation, or liquidation, or has a
receiver or supervisor appointed. By the Reinsurer, upon thirty (30)
days written notice, if the Company or General Agent is found to be
insolvent by a State Insurance Department or court of competent
jurisdiction, or is placed in supervision, conservation, rehabilitation
or liquidation, or has a receiver or supervisor appointed;
(f) By the Company immediately and automatically without prior written
notice should the Texas Department of Insurance require cancellation or
disallow credit for this reinsurance;
(g) After thirty (30) days written notice by any party in the event
that the Company, the Reinsurer or the General Agent amalgamates with or
passes under the control of any other company or corporation or changes
a majority of its officers or board of directors during the term of this
Agreement;
(h) Immediately, upon written notice by the Reinsurer or the Company,
if American Hallmark General Agency, Inc. is replaced or is otherwise no
longer serving as the sole Program Administrator.
(i) As provided in Section 28.14 of this Agreement.
5.03 W h en this Agreement terminates for any reason, reinsurance
hereunder shall continue to apply to the business in force at the time
and date of termination until expiration or cancellation of such
business. It is understood that any Policies with effective dates prior
to the termination date but issued after the termination date are
covered under this Agreement. Additionally, the reinsurance hereunder
shall continue to apply as to Policies which must be issued or renewed,
as a matter of state law or regulation or because a producing agent has
not been timely canceled, until the expiration dates on said Policies.
The General Agent agrees that, notwithstanding anything to the contrary,
its appointment by the Company to produce business terminates when this
Agreement terminates unless the General Agent's authority has been
terminated earlier; except that the Company shall provide the General
Agent with the limited agency authority needed to service the run-off of
the business, e.g., issue, cancel, offer renewal where required by law.
5.04 Upon termination of this Agreement, the Company, Reinsurer and
General Agent shall not be relieved of or released from any obligation
created by or under this Agreement in relation to payment, expenses,
reports, accounting or handling, which relate to insurance business
reinsured under this Agreement. The Parties hereto expressly covenant
and agree that they will cooperate with each other in the handling of
all such run-off insurance business until all Policies have expired
either by cancellation or by terms of such Policies and all outstanding
losses and loss adjustment expenses have been settled. While by law and
regulation, the Company recognizes its primary obligations to its
Policyholders, the Reinsurer and General Agent recognize that to the
extent possible there shall be no cost to or involvement by the Company
in servicing this run-off. Upon termination of this Agreement, the
General Agent shall service the run-off of the business, and its duties
for such run-off shall include, but not be limited to, handling all
claims, and handling and servicing all Policies through their natural
expiration, together with any Policy renewals, required to be made by
provisions of applicable law, whether or not the effective date of such
renewal is subsequent to the effective date of cancellation of this
Agreement. All costs and expenses associated with the handling of such
run-off business following the cancellation or termination of this
Agreement shall be borne solely by the General Agent; however, the
Reinsurer shall be ultimately responsible for the run-off and shall pay
any such costs and/or expenses if the General Agent does not for any
reason pay or cause to be paid such costs and expenses. If for any
reason the General Agent fails or is unable to service any such run-off
business (or any business while the Agreement is still in effect),
including the payment of claims, then consistent with this Agreement,
the Reinsurer's obligation with respect to such run-off business shall
continue and the Reinsurer shall appoint a successor to the General
Agent, subject to the approval of the Company, to administer and
otherwise handle the run-off as provided herein at the Reinsurer s
expense. Such successor shall perform all of the duties and obligations
of the General Agent with respect to servicing such run-off business,
including the payment of claims. In addition, the Company in its sole
discretion may terminate the authority of the General Agent or a
successor thereto to handle such run-off business and the Reinsurer
shall then appoint a successor to the General Agent, subject to the
approval of the Company, at no cost to the Company.
5.05 In the event this Agreement is terminated, the Reinsurer shall
remain liable to and shall, immediately upon request, reimburse the
Company for any assessment made upon the Company by the Commissioner of
Insurance of the State of Texas under Article 21.28-C (Texas Property
and Casualty Insurance Guaranty Act) of the Texas Insurance Code, which
applies to the risks reinsured hereunder to the effective date of
termination. The Company shall likewise remain liable for, and account
to the Reinsurer for any recovery of such assessment under Section 7 or
9 of said Article, or any credit allowed to it against its premium tax
pursuant to Section 15 thereof, applicable to the risks reinsured
hereunder.
5.06 This Agreement provides for termination on a run-off basis. The
relevant provisions of the Agreement shall apply to the business being
run-off. It is also expressly agreed that the terms, conditions and
obligations of the Preamble and Article IV, Sections 5.03, 5.04, 5.05
and 5.06, Articles X, XI, XII, XIII, XV, XVI, XVII, XVIII, XX, XXI,
XXII, XXIII, XXIV, XXV and Section 28.14 shall survive the termination
of this Agreement.
5.07 Upon termination, the Company, at its option, may elect to
terminate the Reinsurer s liability for all losses occurring subsequent
to termination. The Reinsurer will return to the Company a portfolio
r e p resenting the unearned premium reserve under this Agreement
appropriate to the mode of termination.
ARTICLE VI
TERRITORY
This Agreement will cover wherever the Company s Policies cover.
ARTICLE VII
CURRENCY
The currency to be used for all purposes of this Agreement shall be
United States of America currency.
ARTICLE VIII
RIGHTS OF THIRD PARTIES
Nothing herein shall in any manner create any obligations,
establish any rights or create any direct right of action against the
Reinsurer in favor of any third party, or other person not party to this
Agreement; or create any privity of contract between the Policyholders
and the Reinsurer.
ARTICLE IX
RETENTION AND LIMIT
The Company shall cede and the Reinsurer shall accept 100% of the
Company's gross liability on each risk.
ARTICLE X
CEDING FEE TO THE COMPANY
10.01 The Reinsurer shall pay to the Company, or the General Agent
shall pay to the Company on behalf of the Reinsurer, a fee within forty-
five (45) days following the end of each month to the Company's
designated agent, (T.B.A. Insurance, Inc. (TBA)), as an allowance for
the ceding fee, 3% of Net Collected Premiums, plus the amount of state
premium taxes as provided in the Article XIII and the cost to the
Company of audits performed as provided in the General Agency Agreement.
For purposes of calculating premium taxes due and the ceding fee allowed
the Company, Net Premiums and Net Collected Premiums will include
100% of Policy fees. Should any additional premium tax be assessed at
any time on written premium reinsured hereunder, the General Agent shall
pay the Company such additional premium tax within (fifteen) 15 days of
being informed by the Company of such additional premium tax. The
Parties acknowledge that at the effective date of this Agreement, the
Texas Department of Insurance (or other state agency responsible for
collecting premium taxes) requires the payment of estimated premium
taxes in advance on a semi-annual basis. The General Agent shall,
therefore, pay to the Company within five days prior to the due date of
any such estimated premium tax payment, the amount that would be due
based upon the business produced hereunder.
10.02 The Reinsurer hereby guarantees that the Company will receive
the ceding fee provided hereunder irrespective of any events, losses or
developments for the term of this Agreement. Such payment is not
dependent upon the performance of the General Agent, underwriting
experience, loss experience, whether premium is collected or not, or any
other event foreseen or unforeseen by the parties at the inception of
this Agreement.
ARTICLE XI
PREMIUMS, COMMISSIONS AND PAYMENTS
11.01 In consideration of the acceptance by the Reinsurer of one
hundred percent (100%) of the Company's liability on insurance business
reinsured hereunder, the Reinsurer is entitled to one hundred percent
(100%) of the Net Collected Premiums (as hereinafter defined) received
by the General Agent or the Reinsurer on Policies reinsured hereunder
less the provisional ceding commission as detailed herein. For the
purposes of determining amounts payable to the General Agent hereunder,
"Net Collected Premiums" shall mean the actual gross premiums charged on
all original and renewal Policies written on behalf of the Company, plus
50% of Policy fees, less return premiums and received by the Program
Administrator by the end of each month. Net Premiums shall mean the
actual gross premiums charged on all original and renewal Policies
written on behalf of the Company, plus 50% of Policy fee, less return
premiums.
(a) The Reinsurer shall allow the General Agent a provisional ceding
commission of 25% of Net Collected Premiums.
(b) The provisional commission allowed the General Agent as detailed
above shall be adjusted periodically in accordance with the provisions
set forth in ARTICLE XII - COMMISSION ADJUSTMENT.
11.02 It is expressly agreed that the ceding commission allowed the
General Agent by the Reinsurer includes provision for premium taxes and
any cost for audits of the General Agent as provided in the General
Agency Agreement. The Reinsurer shall allow the General Agent the
ceding commission as full compensation for all services rendered and in
full reimbursement for all expenditures made by the General Agent. The
General Agent shall not be required to return, as commission or return
commission, monies greater than the total commission paid or otherwise
payable to the General Agent.
11.03 In the event the Company or the Reinsurer, during the
continuance of this Agreement or after its termination, refunds premiums
under any Policy of insurance by reasons of cancellation or otherwise,
the General Agent shall immediately return to the Reinsurer the
commission previously received by it on the portion of the premium
refunded.
11.04 The General Agent shall not seek to recover from the Company
any commissions due, and the Reinsurer shall not seek to recover from
the Company any return commissions due.
11.05 The General Agent shall pay to the Reinsurer the positive
balance, if any, no later than forty-five (45) days following the end of
the month during which the business was written, Net Premiums ceded
hereunder, less the provisional ceding commission as provided herein,
and less loss adjustment expenses and loss payments. Should such
balance be a negative amount, the Reinsurer will promptly pay the
General Agent upon receipt and verification of the amount due as
reported by the General Agent.
ARTICLE XII
COMMISSION ADJUSTMENT
12.01(a)The final ceding commission shall be determined by the
loss experience under this Agreement. The General Agent will
calculate an adjusted ceding commission for each Underwriting Year
w i thin 60 days following 24 months from the inception of the
Underwriting Year based on premiums earned and losses incurred. The
provisional ceding commission will be adjusted between the General Agent
and the Reinsurer as appropriate. Adjustments for each Underwriting
Year will continue to be made annually until all losses ascribed to the
Underwriting Year have been paid or closed, at which time the ceding
commission will become final.
(b) Premium earned for the Underwriting Year shall mean all Net
Premiums ceded to this Agreement and ascribed to the Underwriting Year
less the unearned premium reserve at the time of the adjustment, if any.
(c) Losses incurred for the Underwriting Year shall mean the loss
and loss expense paid by the Reinsurer (less salvages and recoveries
received) on losses ascribed to the Underwriting Year, plus loss and
loss expense reserves outstanding on losses ascribed to the Underwriting
Year, and plus or minus any credit or debit carryforward as provided in
this Article.
12.02(a) Should the ratio of losses incurred to premium earned be 73.0%
or higher, then the adjusted ceding commission shall be 23.0%.
(b) Should the ratio of losses incurred to premium earned be less
than 73.0%, then the adjusted commission shall be determined by adding
one-percent (1.0%) to the ceding commission for each one percent
reduction of loss ratio subject to ceding commission of 25% at a loss
ratio of 71.0%. Should the ratio of losses incurred to premium earned
be less than 71.0%, then the ceding commission shall be further adjusted
by adding seven-tenths of a percent (.70%) to the ceding commission for
each one percent reduction in the loss ratio below 71.0%, subject to a
maximum ceding commission of 32.0% at a loss ratio of 61.0% or less.
(c) Should the ratio of losses incurred to premium earned be
greater than 73.0% or less than 61.0% the difference between the actual
loss ratio and 73.0% or 61.0%, as the case may be, will be multiplied by
the earned premium for the Underwriting Year and carried forward as a
debit or credit to the ensuing Underwriting Year calculation.
12.05(a) Upon termination, any period of less than 12 months from
inception shall be considered as an Underwriting Year for purposes of
this Article; any period of less than 12 months from anniversary will be
considered as part of the preceding Underwriting Year.
(b) Should this Agreement be terminated on a runoff basis wherein
the Reinsurer is liable for losses occurring after the date of
termination, then such runoff period shall be considered as part of the
last Underwriting Year.
(c) The General Agent shall not seek to recover from the Company
any commissions due, and the Reinsurer shall not seek to recover from
the Company any return commissions due. No funds are due the General
Agent from the Company.
(d) From any commission, whether provisional or adjusted as herein
p r o vided, shall be subtracted all ceding fees, premium taxes,
assessments, penalties, or fines paid or payable by the Reinsurer or for
which the Reinsurer is liable hereunder.
ARTICLE XIII
ASSIGNMENTS, ASSESSMENTS, PREMIUM TAXES, FINES AND PENALTIES
13.01 This Agreement shall apply to risks assigned to the Company
under any Assigned Risk Plan if, in the sole discretion of the Company,
such risks were assigned to the Company because of the business written
and reinsured hereunder.
13.02 This Agreement shall apply to and the General Agent or the
Reinsurer shall immediately reimburse the Company 100%, as a result of
policies reinsured hereunder, for any assessments made against the
Company pursuant to those laws and regulations creating obligatory funds
(including, but not limited to, insurance guaranty and insolvency
funds), pools, joint underwriting associations, FAIR plans and similar
plans, or any assessments made pursuant to the provisions of Article
21.28-C (Texas Property and Insurance Guaranty Act) of the Texas
Insurance Code, or successor statute thereto. Amounts owed by the
Reinsurer under this Article shall be payable directly by the Reinsurer
to the Company. The Reinsurer shall be entitled to receive from the
Company on or prior to the 31st day of March of each year thereafter (or
such date on which such premium taxes are paid) a sum equal to the
premium tax credit that is allowed to the Company with respect to such
assessments. The premium tax credit allowed the Reinsurer hereunder is
to be on a pro rata and first-in, first-out basis. The Company shall
promptly return to the Reinsurer any amount of assessment refunded to or
credited to the Company pursuant to the provisions of Article 21.28-C of
the Texas Insurance Code.
13.03 The Reinsurer shall also pay promptly and directly to the
Company any fines, penalties, and/or any other charge incurred by the
Company as respects the business reinsured hereunder arising out of
actions or inactions of the General Agent, unless such fines, penalties
and/or any other charge was a direct result of any actual fraud or
violation of criminal law by the Company, which has been finally
determined by a court of competent jurisdiction after the exhaustion of
all appeals.
ARTICLE XIV
ACCOUNTS AND REPORTS
14.01 Within 30 days following the end of each month, the General
Agent shall furnish the Company and the Reinsurer a net account,
segregated by Underwriting Year showing:
1. Net Collected Premiums accounted for during the month on a non-
installment premium basis; plus,
2. Down payments and the portion of installment premiums billed during
the month; less,
3. Ceding commission due the Company as provided in this Agreement and
applied to item Nos. 1 & 2 above; less,
4. Loss and loss adjustment expense as defined in the Loss and Loss
Adjustment Expense Article; plus,
5. Salvage and subrogation.
6. Commission due the General Agent.
The account will also bear notation of outstanding loss reserve at
the end of the month, unearned premium reserve at the end of the month
and Net Premiums accounted for during the month on an installment
premium basis.
If the balance is due the Company, the Reinsurer will remit any
balance due seven (7) days after its receipt and verification of the
Company s report.
14.03 Periodically upon request the General Agent will provide
statistical or other data as may be requested from time to time by
regulatory authorities, with data segregated by major classes.
14.04 In order to facilitate the handling of the business reinsured
under this Agreement, the General Agent agrees to furnish the Company
with any additional reports necessary to provide the information needed
by the Company to prepare its monthly, quarterly and annual statements
to regulatory authorities.
ARTICLE XV
LOSS AND LOSS ADJUSTMENT EXPENSE
15.01 All loss settlements made by the Company or the General Agent
under the terms of this Agreement whether under strict Policy conditions
or by way of compromise, shall be unconditionally binding upon the
Reinsurer in proportion to its participation. The Reinsurer shall
assume 100% of the risks covered by this Agreement and shall be liable
for and pay to the Company 100% of all losses incurred in connection
with the risks covered by this Agreement including, but not limited to,
judgments and settlements and all interest on said judgments. The
Reinsurer shall also pay to the Company, or to the Program Administrator
on behalf of the Company, an amount equal to 7% of ceded earned premium
to cover loss adjustment expenses, except that the Reinsurer shall pay
to the Company, or to the Program Administrator on behalf of the
Company, 100% of the following:
1. Legal Fees;
2. Court reporter fees, unless used by an adjuster in the
investigation of claims;
3. Court costs;
4. Expert witness fees;
5. Expert testimony fees;
6. Commercial photographs requested by an attorney and will include
photographs taken by the adjuster or commercial photographs requested by
the adjuster while investigating the claim;
7. Court maps or any diagram drawn to scale by a professional map
maker;
8. Fees for medical examinations and reports;
9. Private detectives or investigators fees; and
10. Medical audits.
11.Appraisal fees. However, it is understood that the cost for the
first 25 appraisal fees emanating from a single occurrence are included
in the 7% expense allowance referenced above.
The Reinsurer shall also pay 100% of costs, expenses and fees resulting
from a declaratory judgment or injunctive action brought by an insured
or other person. The Reinsurer shall, on the other hand, be credited
with 100% of any amount received by the Company as salvage or recovery.
15.02 The Reinsurer s share of losses, expense and loss recovery
shall be carried into the monthly accounting for which provision is
hereinbefore made. When, as a result of any one loss or other casualty
covered by Policies of the Company, the total amount of such loss shall
be due from the Reinsurer, the Reinsurer upon demand by the Company
shall remit forthwith to the Company.
15.03 The Company will promptly notify the Reinsurer or the General
Agent of any claim, suit or action brought against the Company under any
of the Policies when actually notified of a claim, suit or action
against the Company, and will promptly furnish to the Reinsurer or the
General Agent all summons, citations, complaints, petitions,
counterclaims and other pleadings and legal instruments served upon the
Company in connection therewith. The Company hereby further empowers
the Reinsurer to dispose of any salvage received as the result of any
loss settlement hereunder, and to enforce any right of the Company
against any person or organization for damages or equitable relief for
any loss under any of the Policies, employing legal counsel where
necessary, and all sums received as a result thereof will be treated as
current loss recoveries by the Company and Reinsurer. The Company
further agrees to furnish the Reinsurer, on request, any and all legal
instruments necessary to implement the foregoing authorizations. Upon
request, the Reinsurer shall furnish to the Company any or all documents
and correspondence relating to the subject matter hereof.
15.04 All records pertaining to claims arising under insurance
Policies issued on behalf of the Company through or by the General Agent
subject to this Agreement, shall be deemed to be jointly owned records
of the Company and the Reinsurer, and shall be made available to the
Company or the Reinsurer or their respective representatives or any duly
appointed examiner for any State within the United States; and these
records shall be kept in the State of Texas. Notwithstanding the
foregoing, the Reinsurer is authorized to maintain duplicate working
files of all such records outside the State of Texas. The Company, the
Reinsurer and the General Agent agree that they will not destroy any
such records in their possession without the prior written approval of
the others, except that the Company shall not be required to retain
files longer than required by the guidelines set by the Texas Department
of Insurance.
15.05 The Reinsurer shall, or shall cause the General Agent to
establish a separate claim register or method of recording claims
arising under the Policies covered by this Agreement so that all claims
may be segregated and identified separate and apart from other records
of the Reinsurer or General Agent, with such claims register to identify
each claim on an individual case basis both as to identify the
insured(s) and the claimant and the reserve for loss and adjusting
expense. Such claim register shall be kept in a form whereby the Company
can, at any time, determine the status of any claim arising under
Policies covered by this Agreement. Such records shall reflect the
amount of reserves established for the individual claim and the date
when such reserve was established, and if closed, whether such claim was
closed with or without payment, and if with payment, the amount paid
thereon.
15.06 The General Agent will advise the Reinsurer by separate
report, regardless of any question of liability or coverage, any claim
involving the following:
(a) Fatalities.
(b) Bodily injuries involving:
(i) Brain stem, quadriplegic, paraplegic or severe paralysis;
(ii) Serious xxxxx;
(iii) Amputations of major limbs;
(iv) Serious impairment of vision.
(c) Potential coverage disputes or bad faith situations which may
give rise to a payment for excess of Policy limits or extra contractual
obligations.
(d) Any claims that do not fall within these categories, but have
a potential of significant liability to the Reinsurer.
ARTICLE XVI
LOSS IN EXCESS OF POLICY LIMITS/ECO
16.01 In the event the Company pays or is held liable to pay an
amount of loss in excess of its Policy limit, but otherwise within the
terms of its Policy (hereinafter called "loss in excess of Policy
limits") or any punitive, exemplary, compensatory or consequential
damages other than loss in excess of Policy limits (hereinafter called
"extra contractual obligations") in relation to handling a claim
reinsured hereunder or anything else related to the business reinsured
hereunder, 100% of the loss in excess of Policy limits and/or 100% of
the extra contractual obligations shall be added to the Company's loss,
if any, under the Policy involved, and the sum thereof shall be
reinsured 100% under this Agreement.
16.02 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.
16.03 Notwithstanding anything stated herein, this Agreement shall
not apply to any loss incurred by the Company as a result of any actual
fraud and/or violation of a criminal law which has been finally
determined by a court of competent jurisdiction after the exhaustion of
any appeals by an officer or director of the Company acting individually
or collectively in collusion with any individual, corporation or any
other organization or party involved in the presentation, defense or
settlement of any claim covered hereunder.
ARTICLE XVII
ERRORS AND OMISSIONS
The Company shall not be prejudiced, in any way, by any omission
through clerical error, accident or oversight to cede to the Reinsurer
any reinsurance rightly falling under the terms of this Agreement, or by
erroneous cancellation, either partial or total, of any cession, or by
omission to report, or by erroneously reporting any losses, or by any
other error or omission, but any such error or omission shall be
corrected immediately upon discovery.
ARTICLE XVIII
ACCESS TO RECORDS
The Reinsurer or its duly appointed representatives shall have free
access at any and all reasonable times to such books and records of the
Company or General Agent, its departmental or branch offices, as shall
reflect premium and loss transactions of the Company and/or the business
produced hereunder, for the purpose of obtaining any and all information
concerning this Agreement or the subject matter thereof. Likewise, the
Company or its duly appointed representatives shall have free access at
any and all reasonable times to such books and records of the Reinsurer
and/or General Agent, its departmental or branch offices as shall
reflect premium and loss transactions of the Company and/or the business
produced hereunder, for the purpose of obtaining any and all information
concerning this Agreement or the subject matter hereof.
ARTICLE XIX
REINSURER OR GENERAL AGENT SALE OR TRANSFER
The Reinsurer or the General Agent agree to give the Company or its
designated agent, 90 days advance written notice of any sale or transfer
of such party's business, or such party's consolidation with a successor
firm, in order that the Company may, in its sole discretion:
(a) Assign this Agreement to the successor; or
(b) Enter into a new reinsurance agreement with the successor; or
(c) Terminate this Agreement as provided in Section 5.02(g) of this
Agreement.
ARTICLE XX
INSOLVENCY
20.01 In the event of insolvency of the Company, this reinsurance
shall be payable directly to the Company or to its liquidator, receiver,
conservator or statutory successor 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 claims.
20.02 I t is agreed, however, that the liquidator, receiver,
conservator or statutory successor of the Company shall give written
notice to the Reinsurer of the pendency of a claim against the Company
indicating the Policy or bond reinsured which claim would involve a
possible liability on the part of the Reinsurer within thirty (30) days
after such claim is filed in the insolvency, conservation or liquidation
proceeding or in the receivership, and that during the pendency of such
claim, the Reinsurer may investigate such claims and interpose, at its
own expense, in the proceeding where such claim is to be adjudicated,
any defense or defenses that it may deem available to the Company or its
liquidator, receiver, conservator or statutory successor. The expense
thus incurred by the Reinsurer shall be chargeable, subject to the
approval of the Court, against the Company as part of the expense of
conservation or liquidation to the extent of a pro rata share of the
benefit which may accrue to the Company solely as a result of the
defense undertaken by the Reinsurer.
20.03 Where two or more reinsurers are involved in the same claim
and a majority in interest elect to interpose defense to such claim, the
expense shall be apportioned in accordance with the terms of this
Agreement as though such expense had been incurred by the Company.
20.04 It is further understood and agreed that, in the event of the
insolvency of the Company, the reinsurance under this Agreement shall be
payable directly by the Reinsurer to the Company or to its liquidator,
receiver or statutory successor, except (i) as provided by applicable
law, (ii) where the Agreement specifically provides another payee of
such reinsurance in the event of the insolvency of the Company and (iii)
where the Reinsurer with the consent of the direct insured or insureds
has assumed such Policy obligations of the Company as direct obligations
of the Reinsurer to the payees under such Policies and in substitution
for the obligation of the Company to such payees.
ARTICLE XXI
THE GENERAL AGENT
21.01 The Company, the Reinsurer and the General Agent have entered
into a General Agency Agreement effective January 1, 1997 (the General
Agency Agreement ), a complete copy of which is attached hereto as
Exhibit A and fully incorporated herein by this reference. The
Reinsurer has selected the General Agent to administer the business
reinsured hereunder. While for regulatory purposes, the General Agent
will need to be appointed as the Company's agent, it is recognized that
the General Agent is acting on behalf of the Reinsurer. The Company is
making no evaluation of the General Agent's qualification and has no
obligation to audit or oversee the General Agent or furnish reports or
statistics to the Reinsurer. The Company shall file with the State all
reports requested by the State based upon information received from the
General Agent.
21.02 The Company will, at the request of the General Agent and the
Reinsurer, appoint producing agents to produce business through the
General Agent. The Company, in its sole discretion, may refuse to
appoint any such agent; provided, however, that such appointment shall
not be unreasonably withheld. The General Agent will not establish any
sub-general agencies or any agencies with the authority of a general
agency. The Reinsurer shall hold the Company harmless from and
indemnify it for any damage, liability, claim, expense, cost or fees
(including attorneys fees and expenses) of whatever kind or character
caused directly or indirectly by any action of or failure to act, by any
such producing agent.
21.03 The General Agent shall be responsible for the control of the
producing agents appointed by the Company at the request of and on
behalf of the Reinsurer, including compliance with state licensing laws
and the financial condition of such agents.
21.04 The Reinsurer shall guarantee payment to the Company of any
amounts due the Company (or the Company s designated agent, TBA) from
business produced by and/or policies issued by or through the producing
agents appointed by the Company at the request of and on behalf of the
General Agent and the Reinsurer. The Reinsurer and the General Agent
shall be solely responsible for notifying such agents of this Agreement
and of any termination thereof, and the Reinsurer shall be responsible
for the consequences of any failure to provide such notification.
21.05 The General Agent shall not xxx, or seek arbitration, against
the Company for any acts of the Reinsurer and shall indemnify and hold
the Company harmless from and against any damages, liabilities and
expenses incurred by reason of the Reinsurer s acts or failure to act.
21.06 The Company shall conduct or have conducted the examinations
of the General Agent as provided in Section 5.13 of the General Agency
Agreement. The examinations provided for herein shall be at no cost to
the Company, and the Reinsurer shall indemnify and hold the Company
completely harmless as respects any liability, damage, charge, cost,
f i ne, or penalty, the Company may incur as a result of such
examinations.
ARTICLE XXII
HOLD HARMLESS PROVISIONS
22.01 In consideration of these presents and the reciprocal benefits
derived by the Company and the Reinsurer hereunder, the Reinsurer hereby
holds the Company harmless from, and assumes all liability for, every
claim, demand, liability, loss, damage, cost, charge, attorneys fees,
expense of suit, order, judgment and adjudication of whatever kind or
character incurred by the Company in connection with this Agreement or
any contract or transaction related thereto, including but not limited
to all costs and fees incurred by the Company in asserting its rights
hereunder, in connection with or with respect to this Agreement. The
Reinsurer s obligations hereto relate to, but are not limited to the
following: all liability for agents balances, return premiums and
commissions; deceptive trade practice liability; premiums, 100% of
Policy fees, premium taxes or other charges (whether collected or not);
all actions or inactions by the intermediary identified in Article XXVI,
all actions or inactions by the General Agent or its sub-agents relating
to this Agreement, the General Agency Agreement between the Company and
the General Agent and any agreement with a premium finance company, all
a c t i o ns or inactions of the Program Administrator under the
Administrative Services Agreement, and all fees owing to the General
Agent under this and the aforementioned related agreements.
Notwithstanding anything to the contrary, this provision shall not apply
to:
(a) fraud, dishonesty, theft or collusion on part of any director,
officer or
employee of the Company or,
(b) Policies not reinsured hereunder, or
(c) the Company's failure to perform its duties and obligations
under this
Agreement due to the Company's willful misconduct.
22.02 In the event any provision, term and/or condition of this
Agreement is inconsistent with the provisions, terms and/or conditions
of Section 22.01 above, the provisions, terms and/or conditions of said
Section 22.01 shall control over and supersede such inconsistent
provisions, terms and/or conditions.
22.03 The Company shall not be liable to the Reinsurer for premiums
unless the Company itself has actually received those premiums and
wrongfully not remitted them to the Reinsurer. The Reinsurer may not
offset any balances on account of losses, loss adjustment expenses or
any other amounts due except as to premiums actually received by the
Company itself (as distinct from premiums not collected, or premiums
collected by the General Agent, or premium placed in the premium trust
account pursuant to the General Agency Agreement) which have wrongfully
not been transmitted to the Reinsurer.
22.04 If for any reason the General Agent fails or is unable to
administer the Policies reinsured hereunder (whether the Agreement is
still in effect or the business is being run-off), the Reinsurer shall
appoint a party (acceptable and approved by the Company) to administer
the business and the Reinsurer shall be responsible for 100% of the cost
of said administration. If return premiums or other funds need to be
returned to premium finance companies, Policyholders or sub-agents, the
Reinsurer shall pay these amounts if the General Agent does not.
22.05 The Reinsurer shall not xxx, or seek arbitration, against the
Company for any acts of the General Agent for any monies which the
General Agent owes unless the Company has actually received those monies
and has wrongfully not remitted them to the Reinsurer; and the Reinsurer
shall indemnify the Company for any damages, liabilities and expenses
incurred by reason of the General Agent's acts or failure to act. The
Company is not responsible for any commissions or other monies payable
to the General Agent in connection with this Agreement and the General
Agent shall not xxx, or seek arbitration against, the Company for any
actions by, or debts owing from, the Reinsurer. The Reinsurer shall not
seek to recover from, or offset against, the Company any sums, whether
premiums or other monies, which the General Agent was unable or
unwilling to remit to the Company or the Reinsurer.
22.06 In the event the Reinsurer, or any agent appointed pursuant to
this Agreement, binds the Company for insurance coverage on insurance
risks which are in excess of the policy limits set forth in Article I,
and/or are not within the terms of business specified in Article I,
and/or are not within the territory specified in Article I, and/or are
not excluded under Article II, whether intentional or not, the Reinsurer
and General Agency will do such things and take such actions as may be
necessary to reduce the Company's exposure to such risks and to hold the
Company harmless against any liability or loss which may be incurred by
the Company in excess hereof. At the Company s request, the General
Agent in accordance with applicable law, and policy terms, shall cancel
or not renew any risk bound which is not in conformance with this
Agreement. Any such insurance coverage on insurance risks bound
contrary to the limitations which are in excess of the policy limits set
forth in Article I, and/or are not within the classes of business
specified in Article I, and/or are not within the territory specified
win Article I, and or are excluded under Article II, whether intentional
or not, shall be 100% reinsured and subject to this Agreement.
ARTICLE XXIII
REGULATORY MATTERS
23.01 It is the Parties' understanding that the Texas Department of
Insurance views premiums which are over 90 days due (aged by item and
effective date) to the Company as non-admitted assets. In confirmation
of the liabilities assumed by the Reinsurer under this Agreement, the
Reinsurer hereby assumes 100% of all liability and responsibility for
all premiums in the course of collection. It is expressly agreed and
understood that the Company's liability to the Reinsurer shall be only
for any premium actually collected by the Company and wrongfully not
transmitted to the Reinsurer.
23.02 The Reinsurer shall agree, at no cost to the Company, to take
those actions (including, but not limited to, modifications in how funds
are handled and how accounts are cleared and settled) and agree to those
arrangements necessary to ensure that the Company suffers no adverse
impact because of this reinsurance program and is in compliance with the
laws of the State of Texas and regulations promulgated by any
g o v ernmental entity thereof, including the Texas Department of
Insurance, in so far as this reinsurance program is concerned.
ARTICLE XXIV
LOSS AND UNEARNED PREMIUM RESERVE FUNDING
In the event that either (i) the Texas Department of Insurance or
other state insurance department having jurisdiction over the Company's
loss reserves and unearned premium reserves requires cancellation or
disallows credit for this reinsurance or (ii) the Reinsurer s A.M. Best
rating at any time is lower than A-, the Reinsurer will immediately
secure its obligations under this Agreement via a security fund
agreement to be executed by the Reinsurer and the Company, which
security fund agreement shall be in form and content acceptable to the
Company.
ARTICLE XXV
ARBITRATION
25.01 As a condition precedent to any right of action hereunder, in
the event of any dispute or difference of opinion hereafter arising
between the Company and the Reinsurer with respect to this Agreement, or
with respect to these Parties' obligations hereunder, it is hereby
mutually agreed that such dispute or difference of opinion shall be
submitted to arbitration.
25.02 One arbiter (an "Arbiter") shall be chosen by the Company and
one Arbiter shall be chosen by the Reinsurer and an umpire (an "Umpire")
shall be chosen by the Arbiters, all of whom shall be active or retired
disinterested executive officers of property and casualty insurance or
reinsurance companies.
25.03 In the event that a party fails to choose an Arbiter within
thirty (30) days following a written request by either party to the
other to name an Arbiter, the party who has chosen its Arbiter may
choose the unchosen Arbiter. Thereafter, the Arbiters shall choose an
Umpire before entering upon arbitration. If the Arbiters fail to agree
upon the selection for the Umpire within thirty (30) days following
their appointment, each Arbiter shall name three nominees, of whom the
other shall decline two, and the decision shall be made by drawing lots.
25.04 Each party shall present its case to the Arbiters and Umpire
within a reasonable amount of time after selection of the Umpire, unless
the period is extended by the Arbiters and the Umpire in writing and/or
at a hearing in Dallas, Texas. The Arbiters and Umpire shall consider
this Agreement as an honorable engagement, as well as a legal
obligation, and they are relieved of all judicial formalities and may
abstain from following the strict rules of law regarding entering of
evidence. The decision in writing by a majority of the Arbiters and
Umpire when filed with the Parties shall be final and binding on the
parties. Judgment upon the final decision of the Arbiters and Umpire may
be entered in any court of competent jurisdiction.
25.05 In the event of a dispute between the Company and the
Reinsurer concerning this Agreement and the General Agency Agreement
(regardless of whether either party has claims against the General
Agent), the entire dispute between the Company and the Reinsurer shall
be subject to arbitration as provided in this Article XXV.
25.06 The costs of the arbitration, including the fees of the
arbitrators and the umpire, shall be borne equally unless the Arbiters
and Umpire shall decide otherwise.
25.07 This Agreement shall be interpreted under the laws of Texas
and the arbitration shall be governed and conducted according to the
Texas General Arbitration Act.
ARTICLE XXVI
INTERMEDIARY
Sedgwick Re, Inc. is hereby recognized as the Intermediary
n e g o t iating this Agreement for all business hereunder. All
c o mmunications, including notices, premium, return premiums,
commissions, taxes, losses, loss adjustment expenses, salvages and loss
settlements relating thereto shall be transmitted to the Company,
General Agent or the Reinsurer through Sedgwick Re, Inc., 0000 Xxxxxx
Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. Payments by the Company
and/or the General Agent to the Intermediary shall be deemed to
constitute payments to the Reinsurer. Payments by the Reinsurer to the
Intermediary shall be deemed to constitute payment to the Company and/or
the General Agent only to the extent such payments are actually received
by the Company and/or General Agent.
ARTICLE XXVII
SAVINGS CLAUSE
If any law or regulation of any Federal, State or local Government
of the United States of America, or the ruling of officials having
supervision over insurance companies, should prohibit or render illegal
this Agreement, or any portion thereof, as to risks or properties
located in the jurisdiction of such authority, either the Company or the
Reinsurer may upon written notice to the other suspend or abrogate this
Agreement insofar as it relates to risks or properties located within
such jurisdiction to such extent as may be necessary to comply with such
law, regulations or ruling. Such illegality, shall in no way affect any
other portion thereof, provided however, that the Reinsurer or Company
may terminate or suspend this Agreement insofar as it relates to the
business to which such law or regulation may apply.
ARTICLE XXVIII
MISCELLANEOUS
28.01 This Agreement has been made and entered into in the State of
Texas and the Agreement shall be subject to and construed under the laws
of the State of Texas. This Agreement shall be deemed performable at
the Company's administrative office in Fort Worth, Texas, and it is
agreed that the venue of any controversy arising out of this Agreement,
or any breach thereof, shall be in Dallas County, Texas.
28.02 All notices required to be given hereunder shall be deemed to
have been duly given by personally delivering such notice in writing or
by mailing it, Certified Mail, return receipt requested, with postage
prepaid. Any Party may change the address to which notices and other
communications hereunder are to be sent to such Party by giving the
other Party written notice thereof in accordance with this provision.
28.03 All acts and payments under this Agreement are performable and
payable at the offices of the Company in Fort Worth, Tarrant County,
Texas. The address of the Company, for the purpose of this Agreement,
is 0000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx, 00000. The address of
the Reinsurer for the purposes of this Agreement is as set forth on the
their applicable signature page executed by the Reinsurer in connection
with this Agreement. The address of the General Agent for the purpose
of this Agreement is in care of American Hallmark General Agency, Inc.,
00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000.
28.04 This Agreement shall be binding upon the Parties hereto,
together with their respective successors and permitted assigns. None
of the Reinsurer, the General Agent or the Program Administrator may
assign any of its rights or obligations under this Agreement without the
prior written consent of the Company.
28.05 This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
28.06 This Agreement may be amended, modified or supplemented only
by a written instrument executed by all Parties hereto.
28.07 This Agreement is the entire agreement between the Parties and
supersedes any and all previous agreements, written or oral, and
amendments thereto.
28.08 A waiver by the Company, Reinsurer or General Agent of any
breach or default by the other party under this Agreement shall not
constitute a continuing waiver or a waiver by the Company or the
Reinsurer of any subsequent act in breach or of default hereunder.
28.09 Headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
28.10 The Parties hereto intend all provisions of this Agreement to
be enforced to the fullest extent permitted. Accordingly, should a court
of competent jurisdiction or arbitration panel determine that the scope
of any provision is too broad to be enforced as written, the Parties
intend that the court or arbitration panel should reform the provision
to such narrower scope as it determines to be enforceable under present
or future law; such provision shall be fully severable; this Agreement
shall be construed and enforced as if such illegal, invalid, or
unenforceable provision were never a part hereof; and the remaining
provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance.
28.11 This Agreement is not exclusive and the Company reserves the
right to appoint or contract with other reinsurers, agents and/or
managing agents in the territory covered by this Agreement.
28.12 T h e Reinsurer or General Agent shall not insert any
advertisement respecting the Company or the business to be written under
this Agreement in any publication or issue any circular or paper
referring to the Company or such business without first obtaining the
written consent of the Company. The Reinsurer and/or General Agent shall
establish and maintain records of any such advertising as required by
Texas statute and regulation.
28.13 Policy cancellations at the Company's request will be made
strictly subject to requirements imposed by the Company's underwriting
rules and practices or the Reinsurer's underwriting rules and practices,
as approved by the Company, and in compliance with applicable statutes
and regulations and the applicable provisions contained in this
Agreement and the pertinent Policy. Such cancellation authority shall
be exercised only for causes inherent in the particular risk and shall
not be construed as authority to make general or indiscriminate
cancellations or replacement of the Policies with those of another
Company, except upon specific written instructions from the Company.
When directed by the Company, the Reinsurer and/or the General Agent
will cancel any and all Policies produced by it for any reason the
Company deems necessary.
28.14 This Agreement shall be interpreted in conformance with
applicable Texas law and regulation. If it is found or ordered by a
court or regulatory body that a term or provision of this Agreement does
not conform to such law or regulation then this Agreement shall be
deemed to be amended and modified in accordance with such law. However,
where this Agreement is found not to comply with applicable law or
regulation, the Company may in its sole discretion terminate this
Agreement immediately and without prior notice.
28.15 The Company agrees that the Reinsurer and/or the General Agent
shall have the right, with the approval of the Company, to determine the
rates and prepare the rate filing for the Company to file during the
term of this Agreement and during the term of the run-off.
ARTICLE XXIX
T.B.A. INSURANCE, INC.
29.01 The Company has contracted with TBA as its designated
intermediate agent to perform certain duties on the Company s behalf and
to issue certain checks on behalf of the Company in exchange for certain
fees. The Reinsurer agrees that TBA is to bear no business, credit or
insurance risk and can bear no liability whatsoever to the Reinsurer
save liability for any actual fraud or violation of criminal law it
commits, which has been finally determined by a court of competent
jurisdiction after the exhaustion of any appeals. TBA shall receive all
the protections from liability which are contained herein for the
benefit of the Company.
ARTICLE XXX
PARTICIPATION: 100% QUOTA SHARE REINSURANCE AGREEMENT
EFFECTIVE: January 1, 1997
This Agreement obligates the Reinsurer for 100% of the interests and
liabilities set forth under this Agreement.
I N W I TNESS WHEREOF, the parties hereto, by their authorized
representatives, have executed this Agreement as of the date first above
mentioned:
In Midland, Michigan, this day of
, 1996.
DORINCO REINSURANCE COMPANY
Midland, Michigan
By_________________________________
(signature)
___________________________________
(name)
___________________________________
(title)
IN WITNESS WHEREOF, the Parties hereto by their respective duly
authorized representatives have executed this Agreement as of the dates
first above mentioned.
DATED: ________________ STATE AND COUNTY MUTUAL FIRE
INSURANCE COMPANY
BY:___________________________
ITS:__________________________
IN WITNESS WHEREOF, the Parties hereto by their respective duly
authorized representatives have executed this Agreement as of the dates
first above mentioned.
DATED: ________________ XXXXXX GENERAL AGENCY, INC.
BY: __________________________
ITS: _________________________
IN WITNESS WHEREOF, the Parties hereto by their respective duly
authorized representatives have executed this Agreement as of the dates
first above mentioned.
DATED: ________________ AMERICAN HALLMARK
GENERAL AGENCY, INC.
BY: __________________________
ITS: _________________________
