EXHIBIT 10.2
Placement Slip
Reinsured: LaSalle Re Limited
---------
Type: Quota Share Treaty
----
Cession: 22.5%. This percentage shall be adjustable at any time
------- during the period of this treaty, subject to agreement
between the Reinsurer and the Reinsured.
Period: Continuous from April 1, 1999, in respect of all
------ written by the Reinsured in force at the effective date
or issued or renewed on or after that date, for subject
business as defined in the Business Covered section
below.
This treaty shall be subject to termination by either
party at any time after April 1, 2002, subject to 30
days prior notice of cancellation and to the terms of
the Special Cancellation provision contained herein.
Special Cancellation: This treaty shall be subject to termination by the
-------------------- Reinsured at any time, subject to 30 days prior notice,
in the event of the following:
. A reduction in the Reinsurer's Standard & Poor's
Claims Paying Ability Rating below that of the
Reinsured.
. A change of control on the part of the Reinsurer.
This treaty shall be subject to termination by the
Reinsurer at any time, subject to 30 days prior notice,
in the event of the following:
. A change of control on the part of the Reinsured.
(see attached clause)
Business Covered: Property Catastrophe business classified as Product
---------------- Type (PT) 31,32,33,34 and 35 for cedants domiciled in
the United States of America. (Product type
description as attached).
Territory: United States of America, including any and all
--------- territories and possessions and other geographic areas
considered to be incidental to the account's overall
exposure. The Reinsured is to be the sole judge of what
constitutes "incidental."
Premium: Original Net Premium, to be defined as original
------- reinsurance premium less brokerage and U.S. Federal
Excise Tax.
Coding Commission: 8% of Original Net Premium.
-----------------
Placement Slip
Profit Commission: Equal to 5% of ceded Original Net Premium when the
------------------ Reinsured's Loss Ratio for subject lines of business, as
defined below, is less than 45%.
For the purpose of this contract, "Loss Ratio" shall be
equal to the Reinsured's 100% net losses incurred dividend
by 100% net premiums earned for the subject lines of
business.
Portfolio: Within 60 days after inception, the Reinsured shall remit
---------- to the Reinsurer the unearned premium reserve on business
ceded hereunder that was in force at the inception of this
treaty. The Reinsurer will allow a ceding commission on the
premium ceded at the rate provided herein. In consideration
of the premium so transferred, the Reinsurer will accept
liability for its share of losses that occur on or after
the effective date of this treaty.
Cash Loss: At the Reinsured's discretion, subject to a minimum ceded
---------- loss recoverable of $2,000,000.
Accounts: Quarterly accounts for each of the Reinsured's fiscal
-------- year's business ceded hereunder.
Exclusions: 1. War risks
----------- 2. Nuclear Incident Exclusion Clause - Physical Damage -
Reinsurance (U.S.A and Canada)
3. Nuclear Energy Risks Exclusion Clause
4. Financial Guarantee and Insolvency
5. Insolvency Funds
6. Seepage and Pollution
7. London Market Excess of Loss (LMX) business
General
-------
Conditions: Currency
----------- Commutation
Credit and Deficit carry forward to be agreed
Tax
Loss and Loss Settlement
Funding
Arbitration
Service of Suit
Insolvency
2
Placement Slip
Wording: To be agreed
--------
Authorization: 100 %
-------------- -------
Signature: /s/ XXXXXXX X. XXXXXX
---------- -------------------------
Reinsurer: Continental Casualty Co.
---------- -------------------------
Date: 4-14-99
----- -------------------------
3
Product Type Code Type
----------------- ----
31 Catastrophe Aggregate Excess of Loss
32 Nationwide Catastrophe Excess of Loss
33 Super Regional Catastrophe Excess of Loss
34 Auto Physical Damage Catastrophe Excess of Loss
35 Regional Catastrophe Excess of Loss
Change in control provision:
(a) The rights and obligations of the parties under this Agreement may not be
assigned by them to any other person, and any purported assignment shall be null
and void, provided, however that either party may assign all of its rights and
obligations under this Agreement to a property licensed and otherwise qualified
(i) subsidiary (direct or indirect) of such party or (ii) entity under common
control with such party, provided that such assignment does not in any way
diminish or adversely affect the obligations of the assigning party under this
Agreement.
(b) A "Change of Control" shall constitute a prohibited assignment of this
Agreement. A "Change of Control" means (i) a sale or issuance (or any
combination thereof) to any person or group (as defined in regulations of the
Securities and Exchange Commission, Rule 13d-5) of 30% or more of the voting
interest in securities of LaSalle Re Holdings Limited or of the Reinsured
(provided, however, that an issuance of additional shares of voting securities
pro rata to persons holding common stock of LaSalle Re Holdings Limited as of
the date of this Agreement shall not constitute a change of control); (ii) a
sale (whether by reinsurance agreement or other transfer or conveyance) of
substantially all of the business, renewal rights or assets of the Reinsured to
a person other than a permitted assignee under (a) above; or (iii) a merger,
reorganization or other business combination of LaSalle Re Holdings Limited or
the Reinsured (except with a permitted transferee under (a) above.
