EXHIBIT (10)(P)
EIGHTH AMENDMENT
TO
HARLEYSVILLE MUTUAL INSURANCE COMPANY
HURON INSURANCE COMPANY
HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY
HARLEYSVILLE-ATLANTIC INSURANCE COMPANY
WORCESTER INSURANCE COMPANY
MID-AMERICA INSURANCE COMPANY
NEW YORK CASUALTY INSURANCE COMPANY
GREAT OAKS INSURANCE COMPANY
PENNLAND INSURANCE COMPANY
PROPORTIONAL REINSURANCE AGREEMENT
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This Eighth Amendment to the Proportional Reinsurance
Agreement is entered into by and between HARLEYSVILLE MUTUAL
INSURANCE COMPANY ("HMIC"), HURON INSURANCE COMPANY ("HURON"),
HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY ("HICNJ"),
HARLEYSVILLE-ATLANTIC INSURANCE COMPANY ("HAIC"), WORCESTER
INSURANCE COMPANY ("WIC"), MID-AMERICA INSURANCE COMPANY
("MAIC"), NEW YORK CASUALTY INSURANCE COMPANY ("NYC"), GREAT
OAKS INSURANCE COMPANY ("GOIC"), PENNLAND INSURANCE COMPANY
("Pennland"), and LAKE STATES INSURANCE COMPANY ("LSIC").
The purpose of this Amendment is to amend the Proportional
Reinsurance Agreement ("the Agreement") between Harleysville
Mutual Insurance Company, Huron Insurance Company, Harleysville
Insurance Company of New Jersey, Harleysville-Atlantic
Insurance Company, Worcester Insurance Company, Mid-America
Insurance Company, New York Casualty Insurance Company, Great
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Oaks Insurance Company, and Pennland Insurance Company dated
April 7, 1986, and amended June 30, 1987, December 30, 1988,
November 22, 1989, March 19, 1990, August 9, 1993 (with
revision dated August 2, 1994), March 16, 1995, and March 18,
1996, in which those companies created a common risk-sharing
pool for their underwriting operations, to adjust the
participation of certain participating companies, and to
provide for the participation of a new subsidiary, LSIC.
In consideration of the mutual agreements hereinafter set
forth and contained in the Agreement, the parties hereby agree
as follows:
1. LSIC is a subsidiary of HMIC as that term is defined
in Paragraph 1.6 of Part I of the Proportional
Reinsurance Agreement.
2. LSIC shall participate in the Agreement as of January
1, 1997.
3. As of January 1, 1997, the proportionate share of all
participants shall be as set forth in Exhibit I to
this Eighth Amendment.
4. The definitions of "book of business then in force"
and "net" found in paragraphs 1.3 and 1.4 of Part I
of the Proportional Reinsurance Agreement shall
exclude any and all liabilities assumed by Huron from
Lake States Insurance Company pursuant to any quota
share reinsurance agreement entered into by Huron and
LSIC and shall exclude any and all liabilities
assumed by HMIC from certain pool members pursuant to
the Aggregate Catastrophe Reinsurance Agreement
entered into by HMIC and those pool members whose
stock is 100% owned directly or indirectly by
Harleysville Group Inc.
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5. As of January 1, 1997, the second sentence of
paragraph 1.2 of Part II of the Proportional
Reinsurance Agreement shall be amended to read: "In
consideration of this assumption, the Subsidiaries
agree to pay to HMIC, as soon as practicable
thereafter, their: (1) net unearned premium reserves
less commission at the rate of 24% thereon, except in
the case of Pennland, for which the rate will be 16%
and in the case of LSIC, for which the rate will be
22%, (2) reserves for outstanding net losses, and (3)
reserves for outstanding net expenses, all as of the
close of business", and the second sentence of
paragraph 1.4 of Part II shall be amended to read "In
consideration of this assumption, HMIC agrees to pay
to the Subsidiaries, as soon as practicable
thereafter, their proportionate share of the combined
net unearned premium reserves, less commissions at
the rate of 24% thereon, except that with regard to
net unearned premium reserves attributable to
cessions from Pennland and LSIC, the rate of
commission shall be 16% and 22%, respectively."
6. All other terms and conditions of the Proportional
Reinsurance Agreement as amended shall remain the
same and apply to LSIC, except the term "opening of
business" found in Part I, Paragraph 1.1, shall mean
for LSIC 12:01 A.M., January 1, 1997 (although for
the last sentence of Part II, Paragraph 1.4, the term
shall continue to mean January 1, 1986).
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IN WITNESS WHEREOF, the parties hereto have caused this
Eighth Amendment to the Proportional Reinsurance Agreement to
be executed by their duly authorized respective officers on
this 3rd day of March , 1997.
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ATTEST: HARLEYSVILLE MUTUAL INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President & CEO
HURON INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
HARLEYSVILLE-ATLANTIC INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
WORCESTER INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
MID-AMERICA INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
NEW YORK CASUALTY INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Treasurer
GREAT OAKS INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
PENNLAND INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Vice President
LAKE STATES INSURANCE COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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EXHIBIT I
TO THE
EIGHTH AMENDMENT
TO THE
PROPORTIONAL REINSURANCE AGREEMENT
POOL PARTICIPANTS POOL PARTICIPATIONS
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Harleysville Mutual Insurance Company 23%
Harleysville-Atlantic Insurance Company 5%
Huron Insurance Company 18%
Harleysville Insurance Company of New Jersey 19%
Mid-America Insurance Company 1%
New York Casualty Insurance Company 3%
Worcester Insurance Company 15%
Great Oaks Insurance Company 1%
Pennland Insurance Company 7%
Lake States Insurance Company 8%
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