Exhibit 10(a)
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
This agreement made by and between Employers Mutual Casualty Company
("Employers") and EMC Reinsurance Company ("EMC Re").
ARTICLE I
EMC Re is an affiliate of Employers and was formed by Employers
for the sole purpose of engaging in the business of reinsurance.
It is the intention of the parties hereto that EMC Re will solicit,
underwrite, and assume reinsurance risks in a mode of operation similar to
that heretofore conducted by Employers, and that consistent therewith, EMC Re
will gradually assume by means of this Quota Share Agreement, the major
portion of the reinsurance assumed business of Employers as is in force or as
may be placed in force by Employers.
ARTICLE II
Excluded from this Quota Share Agreement at its inception are:
(1) all direct insurance business written by Employers and its affiliated
companies; (2) all involuntary insurance or reinsurance business written by
Employers and classed by Employers as "facilities business"; (3) facultative
reinsurance assumed contracts; (4) intercompany reinsurance contracts between
Employers and its affiliated companies; (5) reinsurance assumed contracts that
have been terminated or are in the process of termination.
ARTICLE III
Pursuant to and subject to the foregoing, Employers hereby cedes
and transfers to EMC Re, and EMC Re hereby accepts, a quota share portion of
the reinsurance contracts on which Employers is subject to liability which
were outstanding and in force as of 12:01 a.m. January 1, 1981, or which were
issued thereafter, or as shall be issued hereafter, in accordance with the
Assumption Addendum attached hereto. Such liability shall include reserves
for unearned premiums, outstanding loss and loss expenses (including
unreported losses) and all other underwriting and administrative expenses, but
shall not include liabilities incurred in connection with investment
transactions. Employers hereby assigns and transfers to EMC Re amounts equal
to the aggregate of the liabilities quota shared as above, less a commission
for the prepaid expenses of Employers.
ARTICLE IV
Employers shall not be prejudiced in any way by any error or
omission through accident or oversight resulting in a failure to accurately or
fully cede, report, or recover with respect to this Quota Share Agreement, but
any such error or omission shall be corrected immediately upon discovery.
ARTICLE V
This agreement is a continuing one and is unlimited as to
duration, but may be terminated as of the end of any calendar year upon ninety
days prior written notice; or may be otherwise terminated by agreement of the
parties.
ARTICLE VI
Each of the parties hereto agrees that the reinsurance business
quota shared hereunder shall be payable by EMC Re on the basis of the
liability of Employers under the contracts reinsured without diminution
because of the insolvency of Employers; provided that such reinsurance shall
be payable directly to Employers or its liquidator, receiver or such other
statutory successor, except as provided by Section 315 of new
York Insurance Law, or except (a) where the contract specifically
provides another payee for such reinsurance in the event of the
insolvency of the ceding insurer and (b) where EMC Re, with the
consent of the direct reinsured company, has assumed such contract obligations
of Employers as direct obligations of EMC Re to the payees under wich
reinsurance contracts and in substitution for the obligations of Employers to
such payees; and further provided that the liquidator, receiver or statutory
successor of Employers shall give written notice of the pendency of any claim
against Employers on such contracts with any reasonable time after such claim;
and EMC Re may investigate such claim and interpose, at its own expense, in
the proceeding where such claim is to be ajudicated in the defense or defenses
which it may deem available to Employers or its liquidator, receiver or
statutory successor, the expense thus incurred by EMC Re to be chargable,
subject to court approval, against Employers as part of the expense of
liquidation to the extent of a proportionate share of the benefit which may
accrue to Employers solely as a result of the defense undertaken by EMC Re.
Executed by the parties hereto the day and year as reflected in
the Assumption Addendum attached hereto.
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
This agreement shall incept as 12:01 a.m. on the date executed by
the parties hereto. The parties to this agreement mutually agree that as of
its inception, the quota share portion of the net liabilities of Employers as
12:01 a.m. January 1, 1981 ceded to and assumed by EMC Re shall be five
percent.
Executed by the parties hereto this 10th day of June, 1981.
Employers Mutual Casualty Company
By:/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, President
EMC Reinsurance Company
By:/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx, President
AMENDMENT #1
TO
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
The parties to this agreement mutually agree that the quota share portion
of the net liabilities of Employers at 12:01 a.m. January 1, 1982 ceded to and
assumed by EMC Re shall be twenty-five percent.
Executed by the parties hereto this 3rd day of January, 1982.
Employers Mutual Casualty Company
By:/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx, President
EMC Reinsurance Company
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, President
AMENDMENT #2
TO
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
The parties to this agreement mutually agree that the quota
share portion of the net liabilities of Employers at 12:01 a.m.
January 1, 1983 ceded to and assumed by EMC Re shall be fifty
percent.
Executed by the parties hereto this 18th day of March, 1983.
Employers Mutual Casualty Company
By:/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxxx, President
EMC Reinsurance Company
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, President
AMENDMENT #3
TO
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
The parties to this agreement mutually agree that the quota
share portion of the net liabilities of Employers at 12:01 a.m.
January 1, 1984 ceded to and assumed by EMC Re shall be seventy-
five percent.
Executed by the parties hereto this 3rd day of January, 1984.
Employers Mutual Casualty Company
By:/s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx, Chairman & CEO
EMC Reinsurance Company
By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx, President
AMENDMENT #4
TO
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
The parties to this agreement mutually agree that the quota share portion
of the net liabilities of Employers at 12:01 a.m.
January 1, 1988 ceded to and assumed by EMC Re shall be ninety-
five percent.
Executed by the parties hereto this 9th day of March, 1988.
Employers Mutual Casualty Company
By:/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx, Chairman & CEO
EMC Reinsurance Company
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, President
ENDORSEMENT #1
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
It is understood and agreed by and between the parties as follows:
1. Certain business subject to this agreement and ceded hereunder was
protected by pro-rata and excess of loss reinsurances; such
reinsurances to enure to the benefit of the parites as their
interests appear herein.
2. Such reinsurances were represented to be collectable; there was no
intent to transfer to the reinsurer the credit risk of
non-collectable reinsurances other than as would be deemed
incidental; and there was no consideration contemplated nor given
for the assumption of such credit risk.
3. At various times during the pendency of this agreement the parties
have come to perceive that recoverables from on such reinsurer,
Transit Casualty Company, were becoming of doubtful
collectability, and the parties began a scheduled "write down" of
receivables from that source as their interests appeared in order
to recognize the degree of doubt perceived.
4. The parties have now determined that no part of such receivables
from Transit Casualty Company are collectable, and that the entire
account should be written off as a bad debt.
5. The parties further recognize that the combination of a) increases
in the percentages of business ceded hereunder, and b) the more
than 200 percent growth in the loss amounts now recognized as
non-recoverable from Transit, have exacerbated the adverse affects
upon EMC Re hereunder to the point of severely reducing EMC Re's
surplus, and to the frustration of the purpose of this contract
and to the goals of the parties when it was drafted.
Now therefore, in consideration of the foregoing, the parties agree as
follows:
1. EMC Re will pay Employers in full the outstanding portion of its
95% pro-rata part of the Transit Casualty Company scheduled write
off as booked through September 30, 1988, in the amount of 95% of
$2,650,000.
2. Employers Mutual Casualty Company will retain (in addition to its
5% quota share portion), and hereby releases EMC Re from liability
therefore, any additional non-recoverable sums now due or in the
future recognized as necessary to be written off, applicable not
only to Transit but to any other non-collectable reinsurance
protections on business subject to this quota share agreement,
from its inception.
Executed by the parties hereto this 6th day of December, 1988.
Employers Mutual Casualty Company
By: /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx, Chairman & CEO
EMC Reinsurance Company
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, President
COMMUTATION AGREEMENT AND RELEASE
This Agreement entered into by and between Employers Mutual Casualty
Company (the "Company") and EMC Reinsurance Company (the "Reinsurer")
and shall be effective as of September 30, 1989 (the "commutation
date").
WHEREAS, the parties have entered into a certain quota share
reinsurance contract effective from January 1, 1981, and remaining in
full force and effect, and
WHEREAS, the Company and the Reinsurer desire to settle, adjust and
determine the liabilities of the Reinsurer thereunder for losses
occurring during all years prior to 12:01 A.M., January 1, 1981, and
WHEREAS, by reason of which settlement agreement there is due and
owing to the Company from the Reinsurer the sum of
$2,982,882.00,
NOW, THEREFORE, in consideration of the payment to the Company by the
Reinsurer of $2,982,882.00, the Company has released and discharged,
and by these presents does for itself, its successors and assigns,
release and discharge the Reinsurer with respect to any contractual
obligations under the aforesaid quota share reinsurance contract as
respects, and only as respects, losses occurring during any and all
years prior to 12:01 A.M., January 1, 1981.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed in duplicate this 5th day of December, 1989.
EMPLOYERS MUTUAL CASUALTY COMPANY
By /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxxx
President
EMC REINSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
President
ENDORSEMENT #2
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
It is understood and agreed by and between the parties as follows:
Effective January 1, 1993 Article III of the Quota Share is amended by
adding the follosing additional paragraph:
Notwithstanding the foregoing terms, it is agreed that the maximum
liability transferred to EMC Re for loss resulting from any one occurrence,
including reinstatement premium costs resulting from such occurrence, is
limited to $1,000,000. As consideration to Employers for this per occurrence
limitation, it is agreed that EMC Re shall allow Employers an additional
ceding commission of 5.25%
Executed by the parties this 2nd day of December, 1992.
Employers Mutual Casualty Company
by /s/ Xxxxx X. Xxxxxx
---------------------------------
EMC Reinsurance Company
by /s/ Xxxx X. XxXxxxxxx
---------------------------------
COMMUTATION AGREEMENT AND RELEASE
This Agreement entered into by and between Employers Mutual Casualty
Company (the "Company") and EMC Reinsurance Company (the "Reinsurer") and
shall be effective as of June 30, 1993 (the "commutation date").
WHEREAS, the parties have entered into a certain quota share
reinsurance contract effective from January 1, 1981, and remaining in
full force and effect, and
WHEREAS, the Company and the Reinsurer desire to settle, adjust and
determine final liabilities of the Reinsurer thereunder for losses
originating from the business written by Xxxxxxx Reinsurace Services,
Inc., and
WHEREAS, by reason of such settlement agreement there is due and owing
to the Company from the Reinsurer the sum $17,806,179.
NOW, THEREFORE, in consideration of the payment to the Company by the
Reinsurer of $17,806,179, the Company has released and discharged, and
by these presents does for itself, its successors and assigns, release
and discharge the Reinsurer with respect to any contractual
obligations under the aforesaid quota share reinsurance contract as
respects, all business originating through Xxxxxxx Reinsurance
Services, Inc.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed in duplicate this 29th day of July, 1993.
EMPLOYERS MUTUAL CASUALTY COMPANY
By /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
President
EMC REINSURANCE COMPANY
By /s/ Xxxx X. XxXxxxxxx
-----------------------------
Xxxx X. XxXxxxxxx
President
COMMUTATION AGREEMENT AND RELEASE
This Agreement entered into by and between Employers Mutual Casualty
Company (the "Company") and EMC Reinsurance Company (the "Reinsurer")
and shall be effective as of October 31, 1993 (the "commutation date").
WHEREAS, the parties have entered into a certain quota share
reinsurance contract effective from January 1, 1981, and remaining in
full force and effect, and
WHEREAS, the Company and the Reinsurer desire to settle, adjust and
determine final liabilities of the Reinsurer thereunder for losses
originating from the business written by Improved Risk Mutual, and
WHEREAS, by reason of such settlement agreement there is due and owing
to the Company from the Reinsurer the sum of $2,619,776.
NOW, THEREFORE, in consideration of the payment to the Company by the
Reinsurer of $2,619,776, the Company has released and discharged, and
by these presents does for itself, its successors and assigns, release
and discharge the Reinsurer with respect to any contractual
obligations under the aforesaid quota share reinsurance contract as
respects, all business originating through Improved Risk Mutual.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed in duplicate this 1st day of December, 1993.
EMPLOYERS MUTUAL CASUALTY COMPANY
By /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
President
EMC REINSURANCE COMPANY
By /s/ Xxxx X. XxXxxxxxx
-----------------------------
Xxxx X. XxXxxxxxx
President
ENDORSEMENT #3
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
It is understood and agreed by and between the parties as follows:
Effective January 1, 1997, the last paragraph of Article III of the
Quota Share found in Endorsement #2 is changed to read as follows:
Notwithstanding the foregoing terms, it is agreed that the maximum
liability transferred to EMC Re for loss resulting from any one
occurrence, including reinstatement premium costs resulting from such
occurrence, is limited to $1,500,000. As consideration to Employers
for this per occurrence limitation, it is agreed that EMC Re shall
allow Employers an override commission of 5.00% plus .25% (fronting
fee) equaling 5.25%.
Executed by the parties this 7th day of January, 1997.
Employers Mutual Casualty Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
EMC Reinsurance Company
By:/s/Xxxxxx X. Xxxxxxxxxx
------------------------------
AMENDMENT #5
TO
ASSUMPTION ADDENDUM
TO
QUOTA SHARE
REINSURANCE RETROCESSIONAL AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY AND EMC REINSURANCE COMPANY
The parties to this agreement mutually agree that the quota share portion
of the net liabilities of Employers at 12:01 a.m. January 1, 1997 ceded to and
assumed by EMC Re shall be one hundred percent.
Executed by the parties hereto this 7th day of January, 1997.
Employers Mutual Casualty Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
EMC Reinsurance Company
By:/s/Xxxxxx X. Xxxxxxxxxx
-----------------------------
Exhibit 10 (c)
EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES
REWRITTEN EFFECTIVE JANUARY 1, 1987
REINSURANCE POOLING AGREEMENT
This Agreement made by and between Employers Mutual Casualty Company and
certain of its affiliated or subsidiary companies such as are signatory hereto
by means of exhibits setting forth the interests and liabilities of the
parties, attached hereto and made a part of this Agreement. Employers Mutual
Casualty Company is hereinafter referred to as "EMC", and the other companies
signatory hereto are hereinafter referred to as the "Affiliated Companies" or
as the "Affiliated Company", as the context requires.
EMC and each Affiliated Company signatory to the Pooling Agreement agree
to honor the terms set forth herein as if this Agreement were solely between
EMC and each such Affiliated Company. Balances payable to or recoverable from
EMC and any such Affiliated Company shall not serve to offset any balances
payable to or recoverable from any other Affiliated Company signatory to this
Agreement. Reports and remittances between EMC and each Affiliated Company
shall be in sufficient detail to identify the individual premium and loss
obligation of each party to the other.
ARTICLE I
The Companies are engaged in the insurance business and maintain a mutual
business relationship having certain incidents of common management, and
desire to bring about for each other added economies of operation, uniform
underwriting results, diversification as respects the classes of insurance
business written, and maximization of capacity. To accomplish the aforesaid,
the Companies do by means of this Agreement, pool all of their insurance
business then in force as of 12:01 A.M. of the date signatory hereto, and
thereafter to share in the fortunes of their pooled insurance business.
ARTICLE II
EMC hereby reinsures and the Affiliated Company hereby cedes and
transfers to EMC all liabilities incurred under or in connections with all
contracts and policies of insurance issued by the Affiliated Company
outstanding and in force as of 12:01 A.M. of the date signatory hereto, or
thereafter issued by it. Such liabilities shall include the Affiliated
Company's reserves for unearned premiums, outstanding losses and loss expenses
(including unreported losses) and all other underwriting and administrative
expenses as evidenced by the Affiliated Company's books and records, but shall
not include inter-company balances, liabilities for Corporate Taxes including
Federal or State Income
Taxes, or liabilities incurred in connection with their respective investment
transactions.
ARTICLE III
The Affiliated Company hereby assigns and transfers to EMC all right,
title and interest in and to reinsurance outstanding and in force with respect
to the liabilities reinsured by EMC under Article II hereof.
ARTICLE IV
The Affiliated Company assigns and transfers to EMC amounts equal to the
aggregate of all of its liabilities reinsured by EMC under Article II hereof,
less a commission allowance equal to the prepaid expenses of the Affiliated
Company but not in excess of 40 percent of the Affiliated Company's combined
ratio on a trade basis. Prepaid expenses is defined as those expenses records
in column 2, part 4, of the Underwriting and Expense Exhibit of the Affiliated
Company's convention statement. The trade combined ratio is the ratio of loss
and loss adjustment expense to earned premium, plus the ratio of underwriting
expenses to premiums written.
ARTICLE V
The Affiliated Company hereby reinsures, and EMC hereby cedes and
transfers to the Affiliated Company a portion of its net liabilities under all
contracts and policies of insurance (including those reinsured by EMC under
Article II hereof) on which EMC is subject to liability and which are
outstanding and in force as of 12:01 A.M. of the date signatory hereto, or are
issued thereafter, in accordance with the exhibit attached hereto to which the
Affiliated Company is a signatory party. Such liabilities shall include
reserves for unearned premiums, outstanding losses and loss expenses
(including unreported losses) and all other underwriting and administrative
expenses, but shall not include inter-company balances, liabilities for
Corporate Taxes including Federal or State Income Taxes, or liabilities in
connection with investment transactions.
ARTICLE VI
EMC hereby assigns and transfers to the Affiliated Company amounts equal
to the aggregate of all liabilities of EMC reinsured by the Affiliated Company
under contracts and policies of insurance which are outstanding and in force
as of 12:01 A.M. of the date signatory hereto under Article V hereof, less a
commission allowance equal to the prepaid expenses of EMC but not in excess of
40 percent of EMC's combined ratio on a trade basis. Prepaid expenses is
defined as those expenses recorded in column 2, part 4, of the Underwriting
and Expense Exhibit of EMC's convention statement. The trade combined ratio
is the
ratio of loss and loss adjustment expense to earned premium, plus the ratio of
underwriting expenses to premiums written.
ARTICLE VII
EMC agrees to pay to the Affiliated Company it respective participation
of all premiums written by the companies after first deducting premiums on all
reinsurance ceded to reinsurers (other than the parties hereto). Similarly,
it is further agreed that all losses, loss expense and other underwriting and
administrative expenses (with the exceptions noted in Articles II and V
hereof) of the companies, less all losses and expense recovered and
recoverable under reinsurance ceded to reinsurers (other than the parties
hereto), shall be pro-rated between the parties on the basis of their
respective participations as reflected in the aforesaid exhibit.
ARTICLE VIII
The obligation of the companies under this Agreement to exchange
reinsurance between themselves may be offset by reciprocal obligation so that
the net amount only shall be required to be transferred, except no offset
shall be valid under circumstances prohibited by Section 7472, New York
Insurance
Laws. An accounting on all transactions shall be rendered quarterly, and the
settling of balances shall be made within 30 days after the rendering of the
quarterly reports. Except as otherwise required by the context of this
Agreement, the amount of all payments between the companies under this
Agreement shall be determined on the basis of the convention form of annual
statements of the companies. Notwithstanding anything herein contained, this
Agreement shall not apply to the investment operations of the companies.
ARTICLE IX
The conditions of reinsurance hereunder shall in all cases be identical
with the conditions of the original insurance or as changed during the term of
insurance.
ARTICLE X
This Agreement is a continuing one and is unlimited as to duration but
may be terminated upon mutual consent or by 30 day prior written notice by
either party.
ARTICLE XI
Each of the companies hereto, as the assuming insurer, hereby agrees that
all reinsurance made, ceded, renewed or otherwise becoming effective under
this Agreement shall be payable by the assuming insurer on the basis of the
liability of the ceding insurer under the policy or contract reinsured without
diminution because of insolvency of the ceding insurer; provided that such
reinsurance shall be payable directly to the ceding insurer or to its
liquidator, receiver or other statutory successor, except as provided by
Section 4118 of New York Insurance Law or except (a) where the contract
specifically
provides another payee for such reinsurance in the event of the insolvency of
the ceding insurer and (b) where the assuming insurer, with consent of the
direct insured or insureds, has assumed such policy obligations of the ceding
insurer as direct obligations of the assuming insurer to the payees under such
policies and in substitution for the obligations of the ceding insurer to such
payee; and further provided that the liquidator, receiver or statutory
successor of the ceding insurer shall give written notice of the pendency of
any claim against the insolvent ceding insurer on the policy or contract
reinsured within a reasonable time after such claim; and the assuming insurer
may investigate such claim and interpose, at its own expense, in the
proceeding where such claim is to be adjudicated any defense or defenses which
it may deem available to the ceding insurer or it liquidator, receiver or
statutory successor, the expense thus incurred by the assuming insurer to be
chargeable, subject to court approval against the insolvent ceding insurer as
part of the expense of liquidation to the extent of proportionate share of the
benefit which may accrue to the ceding insurer solely as a result of the
defense undertaken by the assuming insurer.
ARTICLE XII
Each party shall allow the other party to inspect, at reasonable times,
the records of the Company relevant to the business reinsured under this
Agreement, including files concerning claims, losses, or legal proceedings
which involve or are likely to involve the other party.
ARTICLE XIII
A. As a condition precedent to any right of action hereunder, any dispute
arising out of this Agreement shall be submitted to the decision of a
board of arbitration composed of two arbitrators and an umpire, meeting
in Des Moines, Iowa, unless otherwise agreed.
B. The members of the board of arbitration shall be active or retired
disinterested officials of insurance or reinsurance companies. Each
party shall appoint its arbitrator and the two arbitrators shall choose
an umpire before instituting the hearing. If the respondent fails to
appoint its arbitrator within four weeks after being requested to do so
by the claimant, the latter shall also appoint the second arbitrator. If
the two arbitrators fail to agree upon the appointment of an umpire
within four weeks after their nominations, each of them shall name three,
of whom the other shall decline two and the decision shall be made by
drawing lots.
C. The claimant shall submit its initial brief within 20 days from
appointment of the umpire. The respondent shall submit its brief within
20 days after receipt of the claimant's brief and the claimant may submit
a reply brief within 10 days after receipt of the respondent's brief.
D. The board shall make its decision with regard to the custom and usage of
the insurance and reinsurance business. The board shall issue its
decision in writing based upon a hearing in which evidence may be
introduced without following strict rules of evidence but in which cross
examination and rebuttal shall be allowed. The board shall make its
decision within 60 days following the termination of the hearings unless
the parties consent to an extension. The majority decision of the board
shall be final and binding upon all parties to the proceeding. Judgment
may be entered upon the award of the board in any court having
jurisdiction thereof.
E. Each party shall bear the expense of its own arbitrator and shall jointly
and equally bear with the other party the expense of the umpire. The
remaining costs of the arbitration proceedings shall be allocated by the
board.
ARTICLE XIV
By execution of this Agreement, the parties hereto simultaneously
terminate any and all reinsurance agreements by and between them heretofore
existing, upon the understanding that this Agreement shall supersede and exist
in substitution for any such prior agreements.
Executed by the parties hereto the day and year as reflected in the
exhibit attached hereto.
ADDENDUM #I TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES
This Pooling Agreement is amended by adding Article XV thereto, with effect
from January 1, 1993, as follows:
ARTICLE XV
Notwithstanding the wording of this Agreement as contained in Articles
II through VIII, it is agreed and understood that the voluntary
reinsurance assumed business written by EMC and heretofore ceded to
the Affiliated Companies under this Pooling Agreement, is
hereafter not "contracts and policies of insurance" as used in this
agreement, and is not business subject to cession and transfer by EMC
to the Affiliated Companies.
On January 1, 1993, EMC and the Affiliated Companies shall make such asset and
reserve transfers as are required to give effect to the provisions of this
Article XV.
This Pooling Agreement is further amended by substituting "EMC Insurance
Companies" for "Employers Mutual Companies" wherever it appears, consistent
with and pursuant to action of the Board of Directors effecting this name
change.
INTEREST AND LIABILITIES EXHIBIT # II
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 3% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1987.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum,
as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 3 %
EMCASCO Insurance Company 8 %
Illinois EMCASCO Insurance Company 6 %
Union Mutual Insurance Company
of Providence 2.5%
-----
24.5%
EMC's Net Retained Portions of
its Net Liabilities is 75.5%
-----
100.0%
Executed by the parties hereto this 25th day of November, 1986.
Employers Mutual Casualty Company
By:/s/Xxxxxxx X. Xxxxxxx
--------------------------
Dakota Fire Insurance Company
By:/s/Xxxx X. Xxxxxx
--------------------------
AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT # II
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 5% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1992.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Illinois EMCASCO Insurance Company 8 %
Union Mutual Insurance Company
of Providence 2.5%
29.5% -----
EMC's Net Retained Portions of
its Net Liabilities is 70.5%
-----
100.0%
Executed by the parties hereto this 20th day of December, 1991.
Employers Mutual Casualty Company
By:/s/Xxxxxxx X. Xxxxxxx
------------------------------
Dakota Fire Insurance Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
ENDORSEMENT NO. I
TO
REINSURANCE POOLING AGREEMENT BETWEEN
DAKOTA FIRE INSURANCE CO. AND EMPLOYERS MUTUAL CASUALTY COMPANY
Whereby Dakota Fire Insurance Company does not desire to become licensed
in the State of Iowa which disallows credits taken by Employers Mutual
Casualty Company in their financial statements for unearned premium reserve
and loss reserve for reinsurance ceded to Dakota Fire Insurance Company. In
consideration of continuing with a reinsurance program between the companies,
Dakota Fire Insurance Company does place the Bond and Corporate Note portion
of their Custodial Account Number 0000000 at the Bankers Trust Company, Des
Moines, Iowa, under the control of Employers Mutual Casualty Company. The
market value of the account exceeds $9,000,000 and that amount or a greater
amount will be maintained there during the life of this Agreement.
It is further agreed that there will be no bonds cashed by Employers
Mutual casualty Company for their benefit unless Dakota Fire Insurance Company
defaults on the reinsurance contract.
This contract may be terminated by either party at such a time as may be
mutually agreeable.
Executed by the parties hereto 25th Day of November 1986.
DAKOTA FIRE INSURANCE COMPANY
By:/s/Xxxx X. Xxxxxx
------------------------------
EMPLOYERS MUTUAL CASUALTY COMPANY
By:/s/Xxxxxxx X. Xxxxxxx
------------------------------
ENDORSEMENT NO. II
TO
REINSURANCE POOLING AGREEMENT BETWEEN DAKOTA FIRE AND
EMPLOYERS MUTUAL CASUALTY COMPANY
Endorsement No. I is hereby deleted from this Agreement.
Executed by the Parties this 4th day of March, 1993.
Employers Mutual Casualty Company
By:/s/Xxxx X. Xxxxxx
------------------------------
Dakota Fire Insurance Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT II
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.
Executed by the parties this 23rd day of December, 1992.
Employers Mutual Casualty Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
Dakota Fire Insurance Company
By:/s/Xxxx X. Xxxxxx
------------------------------
AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #II
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
This Amendment is effective January 1, 1997.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Xxxxxxxx Mutual Insurance Company of Cincinnati, Ohio 5 %
Illinois EMCASCO Insurance Company 8 %
Union Insurance Company of Providence 2.5%
-----
34.5%
EMC's Net Retained Portion of its Net Liabilities is 65.5%
-----
100.0%
Executed by the parties hereto this 26th day of March, 1997.
Employers Mutual Casualty Company
By: /s/Xxxxx X. Xxxxxx
-----------------------------
Dakota Fire Insurance Company
By: /s/Xxxx X. Xxxxxx
-----------------------------
INTEREST AND LIABILITIES EXHIBIT #III
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfer to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 6% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1987.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum,
as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 3 %
EMCASCO Insurance Company 8 %
Illinois EMCASCO Insurance Company 6 %
Union Mutual Insurance Company
of Providence 2.5%
-----
24.5%
EMC's Net Retained Portions of
its Net Liabilities is 75.5%
-----
100.0%
Executed by the parties hereto this 25th day of November, 1986.
EMPLOYERS MUTUAL CASUALTY COMPANY
By:/s/Xxxxxxx X. Xxxxxxx
-------------------------------
ILLINOIS EMCASCO INSURANCE COMPANY
By:/s/Xxxx X. Xxxxxx
-------------------------------
AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT # III
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 8% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1992.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Illinois EMCASCO Insurance Company 8 %
Union Mutual Insurance Company
of Providence 2.5%
-----
29.5%
EMC's Net Retained Portions of
its Net Liabilities is 70.5%
-----
100.0%
Executed by the parties hereto this 20th day of December, 1991.
Employers Mutual Casualty Company
By:/s/Xxxxxxx X. Xxxxxxx
-------------------------------
Illinois EMCASCO Insurance Company
By:/s/Xxxxx X. Xxxxxx
-------------------------------
AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT III
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.
Executed by the parties this 23rd day of December, 1992.
Employers Mutual Casualty Company
By:/s/Xxxxx X. Xxxxxx
-------------------------------
Illinois EMCASCO Insurance Company
By:/s/Xxxx X. Xxxxxx
-------------------------------
AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #III
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
This Amendment is effective January 1, 1997.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Xxxxxxxx Mutual Insurance Company of Cincinnati, Ohio 5 %
Illinois EMCASCO Insurance Company 8 %
Union Insurance Company of Providence 2.5%
-----
34.5%
EMC's Net Retained Portion of its Net Liabilities is 65.5%
-----
100.0%
Executed by the parties hereto this 26th day of March, 1997.
Employers Mutual Casualty Company
By: /s/Xxxxx X. Xxxxxx
------------------------------
Illinois EMCASCO Insurance Company
By: /s/Xxxx X. Xxxxxx
------------------------------
INTEREST AND LIABILITIES EXHIBIT #IV
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 8% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1987. The Affiliated Companies
signatory to this Agreement and their assumed portions of the net liabilities
of EMC are, as of the date of this Addendum, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 3 %
EMCASCO Insurance Company 8 %
Illinois EMCASCO Insurance Company 6 %
Union Mutual Insurance Company
of Providence 2.5%
-----
24.5%
EMC's Net Retained Portions of
its Net Liabilities is 75.5%
-----
100.0%
Executed by the parties hereto this 25th day of November, 1986.
Employers Mutual Casualty Company
By:/s/Xxxxxxx X. Xxxxxxx
------------------------------
EMCASCO Insurance Company
By:/s/Xxxx X. Xxxxxx
------------------------------
AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT # IV
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 9% of EMC's net liabilities,
pursuant to Article V, effective January 1, 1992.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Illinois EMCASCO Insurance Company 8 %
Union Mutual Insurance Company
of Providence 2.5%
-----
29.5%
EMC's Net Retained Portions of
its Net Liabilities is 70.5%
-----
100.0%
Executed by the parties hereto this 20th day of December, 1991.
Employers Mutual Casualty Company
By:/s/Xxxxxxx X. Xxxxxxx
------------------------------
EMCASCO Insurance Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT IV
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.
Executed by the parties this 23rd day of December, 1992.
Employers Mutual Casualty Company
By:/s/Xxxxx X. Xxxxxx
------------------------------
EMCASCO Insurance Company
By:/s/Xxxx X. Xxxxxx
------------------------------
AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #IV
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
This Amendment is effective January 1, 1997.
The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:
American Liberty Insurance Company 5 %
Dakota Fire Insurance Company 5 %
EMCASCO Insurance Company 9 %
Xxxxxxxx Mutual Insurance Company of Cincinnati, Ohio 5 %
Illinois EMCASCO Insurance Company 8 %
Union Insurance Company of Providence 2.5%
-----
34.5%
EMC's Net Retained Portion of its Net Liabilities is 65.5%
-----
100.0%
Executed by the parties hereto this 26th day of March, 1997.
Employers Mutual Casualty Company
By: /s/Xxxxx X. Xxxxxx
-----------------------------
EMCASCO Insurance Company
By: /s/Xxxx X. Xxxxxx
-----------------------------
