EXHIBIT 10.53
Addendum No. 2
to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
It Is Hereby Agreed, effective January 1, 1997, with respect to
business issued or renewed on or after that date, that the
Preamble (as amended by Addendum No. 1) to this Contract shall be
deleted and the following substituted therefor:
"Preamble
The `Meridian Mutual Group' for purposes of this Contract
shall consist of Meridian Mutual Insurance Company,
Indianapolis, Indiana, Meridian Security Insurance Company,
Indianapolis, Indiana, Citizens Security Mutual Insurance
Company, Red Wing, Minnesota, Citizens Fund Insurance Company,
Red Wing, Minnesota, and Insurance Company of Ohio, Mansfield,
Ohio. The application of this Contract shall be to the
parties comprising the Meridian Mutual Group as a group and
not separately to each."
It Is Further Agreed, effective January 1, 1998, with respect to
losses arising out of loss occurrences commencing on or after
that date, that Article VI - Definition of Ultimate Net Loss -
shall be deleted and the following substituted therefor:
"Article VI - Definition of Ultimate Net Loss
A. `Ultimate net loss' as used herein is defined as the
sum or sums (including any loss adjustment expense, as
hereinafter defined) paid or payable by the Company in
settlement of claims and in satisfaction of judgments
rendered on account of such claims, after deduction of all
salvage, all recoveries and all claims on inuring
insurance or reinsurance, whether collectible or not.
Nothing herein shall be construed to mean that losses
under this Contract are not recoverable until the
Company's ultimate net loss has been ascertained.
B. `Loss adjustment expense' as used herein shall mean
expenses assignable to the investigation, appraisal,
adjustment, settlement, litigation, defense and/or appeal
of specific claims, regardless of how such expenses are
classified for statutory reporting purposes. Loss
adjustment expense shall include, but not be limited to,
interest on judgments and expenses of outside adjusters,
but shall not include office expenses or salaries of the
Company's regular employees."
It Is Also Agreed, effective January 1, 1998, that the following
Article shall be added to and made part of this Contract:
"Article XXV - Late Payments
A. The provisions of this Article shall not be
implemented unless specifically invoked, in writing, by
one of the parties to this Contract.
B. In the event any premium, loss or other payment due
either party is not received by the intermediary named in
Article XXIV (hereinafter referred to as the
`Intermediary') by the payment due date, the party to whom
payment is due may, by notifying the Intermediary in
writing, require the debtor party to pay, and the debtor
party agrees to pay, an interest penalty on the amount
past due calculated for each such payment on the last
business day of each month as follows:
1. The number of full days which have expired since
the due date or the last monthly calculation, whichever
the lesser; times
2. 1/365ths of the 00-xxxxx Xxxxxx Xxxxxx Treasury
Xxxx Rate, as quoted in The Wall Street Journal on the
first business day of the month for which the
calculation is made; times
3. The amount past due, including accrued interest.
It is agreed that interest shall accumulate until
payment of the original amount due plus interest penalties
have been received by the Intermediary.
C. The establishment of the due date shall, for purposes
of this Article, be determined as follows:
1. As respects the payment of routine deposits and
premiums due the Reinsurer, the due date shall be as
provided for in the applicable section of this
Contract. In the event a due date is not specifically
stated for a given payment, it shall be deemed due
30 days after the date of transmittal by the
Intermediary of the initial billing for each such
payment.
2. Any claim or loss payment due the Company
hereunder shall be deemed due 10 business days after
the proof of loss or demand for payment is transmitted
to the Reinsurer or received by the Reinsurer,
whichever is soonest. If such loss or claim payment is
not received within the 10 days, interest will accrue
on the payment or amount overdue in accordance with
paragraph B above, from the date the proof of loss or
demand for payment, in accordance with the provisions
of Article VIII, was transmitted to the Reinsurer.
3. As respects any payment, adjustment or return due
either party not otherwise provided for in
subparagraphs 1 and 2 of paragraph C above, the due
date shall be as provided for in the applicable section
of this Contract. In the event a due date is not
specifically stated for a given payment, it shall be
deemed due 10 business days following transmittal of
written notification that the provisions of this
Article have been invoked.
For purposes of interest calculations only, amounts
due hereunder shall be deemed paid upon receipt by the
Intermediary.
D. Nothing herein shall be construed as limiting or
prohibiting a subscribing reinsurer from contesting the
validity of any claim, or from participating in the
defense or control of any claim or suit, or prohibiting
either party from contesting the validity of any payment
or from initiating any arbitration or other proceeding in
accordance with the provisions of this Contract. If the
debtor party prevails in an arbitration or other
proceeding, then any interest penalties due hereunder on
the amount in dispute shall be null and void. If the
debtor party loses in such proceeding, then the interest
penalty on the amount determined to be due hereunder shall
be calculated in accordance with the provisions set forth
above unless otherwise determined by such proceedings. If
a debtor party advances payment of any amount it is
contesting, and proves to be correct in its contestation,
either in whole or in part, the other party shall
reimburse the debtor party for any such excess payment
made plus interest on the excess amount calculated in
accordance with this Article.
E. Interest penalties arising out of the application of
this Article that are $100 or less from any party shall be
waived unless there is a pattern of late payments
consisting of three or more items over the course of any
12-month period."
The provisions of this Contract shall remain otherwise unchanged.
In Witness Whereof, the Company by its duly authorized
representative has executed this Addendum as of the date
undermentioned at:
Indianapolis, Indiana,this _____ day of ___________________199___.
__________________________________________________
Meridian Mutual Group
Addendum No. 2
to the
Interests and Liabilities Agreement
of
Dorinco Reinsurance Company
Midland, Michigan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
Midland, Michigan,this _______ day of _____________________199___.
__________________________________________________
Dorinco Reinsurance Company
Addendum No. 2
to the
Interests and Liabilities Agreement
of
Erie Insurance Exchange
Erie, Pennsylvania
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
Erie, Pennsylvania,this _______ day of ___________________ 199___.
__________________________________________________
Erie Insurance Exchange
By: Erie Indemnity Company
(Attorney-In-Fact)
Addendum No. 2
to the
Interests and Liabilities Agreement
of
Renaissance Reinsurance Ltd.
Xxxxxxxx, Bermuda
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
Xxxxxxxx, Bermuda,this _______ day of _____________________199___.
__________________________________________________
Renaissance Reinsurance Ltd.
Addendum No. 2
to the
Interests and Liabilities Agreement
of
Shelter Reinsurance Company
Columbia, Missouri
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
Columbia, Missouri,this _______ day of ____________________199___.
__________________________________________________
Shelter Reinsurance Company
Addendum No. 2
to the
Interests and Liabilities Agreement
of
SOREMA North America Reinsurance Company
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
New York, New York,this _______ day of ___________________ 199___.
__________________________________________________
SOREMA North America Reinsurance Company
Addendum No. 2
to the
Interests and Liabilities Agreement
of
The Nissan Fire & Marine Insurance Co., Ltd.
Tokyo, Japan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 2, as duly
executed by the Company, as part of the Contract, effective
January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly
authorized representative has executed this Addendum as of the
date undermentioned at:
Tokyo, Japan,this _______ day of ________________________ 199___.
__________________________________________________
The Nissan Fire & Marine Insurance Co., Ltd.
Addendum No. 2
to the
Interests and Liabilities Agreement
of
Cie Transcontinentale de Reassurance
Paris, France
with respect to the
Second Underlying Aggregate Excess Catastrophe
Reinsurance Contract
Effective: May 10, 1996
issued to
Meridian Mutual Group
Indianapolis, Indiana
(hereinafter referred to collectively as the "Company")
It Is Hereby Agreed that Addendum No. 2 to the Contract shall
form part of the Contract, effective January 1, 1997.
It Is Further Agreed, effective January 1, 1998, that all rights,
interests, liabilities and obligations of the "Subscribing
Reinsurer" under this Agreement shall be transferred from Cie
Transcontinentale de Reassurance, Paris, France, (hereinafter
referred to as the "Assignor") to Odyssey Reinsurance
Corporation, Wilmington, Delaware (hereinafter referred to as the
"Assignee"). In accordance therewith, the Assignor shall assign,
and the Assignee shall assume, all of the rights, interests,
liabilities and obligations of the "Subscribing Reinsurer" under
this Agreement. The Assignee shall then be subject to all of the
terms and conditions hereof, and the term "Subscribing
Reinsurer," wherever it is used herein, shall refer to Odyssey
Reinsurance Corporation, Wilmington, Delaware.
It Is Understood and Agreed that the Company consents to the
foregoing transfer of rights, interests, liabilities and
obligations from the Assignor to the Assignee, and further
releases the Assignor from all unfulfilled liabilities and obligations
which have arisen under this Agreement and all liabilities and
obligations which may arise in the future under this Agreement.
In Witness Whereof, the parties hereto by their respective duly
authorized representatives have executed this Addendum as of the
dates undermentioned at:
Indianapolis, Indiana,this _____ day of ___________________199___.
__________________________________________________
Meridian Mutual Group
Paris, France,this _____ day of __________________________ 199___.
__________________________________________________
Cie Transcontinentale de Reassurance
New York, New York,this _____ day of _____________________ 199___.
__________________________________________________
Odyssey Reinsurance Corporation
