Exhibit 10.27
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDINGS, LTD.
DELAWARE
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE CONTRACT
EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME
INDEX
ARTICLE SUBJECT PAGE
------- ------- ----
ARTICLE 1 BUSINESS COVERED.............................................. 3
ARTICLE 2 COMMENCEMENT AND TERMINATION.................................. 3
ARTICLE 3 SPECIAL TERMINATION........................................... 4
ARTICLE 4 TERRITORY..................................................... 5
ARTICLE 5 QUOTA SHARE PARTICIPATION..................................... 5
ARTICLE 6 ORIGINAL CONDITIONS........................................... 6
ARTICLE 7 EXCLUSIONS.................................................... 7
ARTICLE 8 PREMIUM AND COMMISSION........................................ 8
ARTICLE 9 DEFINITION.................................................... 8
ARTICLE 10 LOSS IN EXCESS OF POLICY LIMITS AND EXTRA
CONTRACTUAL OBLIGATIONS.................................... 10
ARTICLE 11 REPORTS AND REMITTANCES....................................... 10
ARTICLE 12 ERRORS AND OMISSIONS (BRMA 14A)............................... 11
ARTICLE 13 CURRENCY (BRMA 12A)........................................... 11
ARTICLE 14 TAXES (BRMA 50A).............................................. 11
ARTICLE 15 FEDERAL EXCISE TAX (BRMA 17A)................................. 11
ARTICLE 16 OFFSET (BRMA 36C)............................................. 11
ARTICLE 17 ACCESS TO RECORDS CLAUSE (BRMA 1A)............................ 12
ARTICLE 18 RESERVES...................................................... 12
ARTICLE 19 SERVICE OF SUIT............................................... 13
ARTICLE 20 ARBITRATION CLAUSE (BRMA 6A).................................. 14
ARTICLE 21 INSOLVENCY CLAUSE (BRMA 19C).................................. 15
ARTICLE 22 INTERMEDIARY CLAUSE (BRMA 23A)................................ 16
ATTACHMENTS: NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-REINSURANCE U.S.A. AND
CANADA WAR EXCLUSION
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE CONTRACT
EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDINGS, LTD.
DELAWARE
ARTICLE 1 -- BUSINESS COVERED
The Reinsurers agree to indemnify the Reassured for Losses under Policies
classified by the Reassured as Psychiatrists Professional and Office Liability
produced and underwritten by American Professional Agency, Inc. for and on
behalf of Darwin Professional Underwriters, arising from any claim or claims
which are made on risks that attach during the Contract period under its claims
made, extended reporting endorsement and retroactive coverage.
ARTICLE 2 -- COMMENCEMENT AND TERMINATION
A. This contract shall cover claims made, as original, on original policies
issued or renewed during the period October 1, 2004, 12:01 a.m., Standard Time
to October 1, 2005, 12:01 Standard Time at the place and location of risks
insured.
B. Maximum original policy period 12 months plus odd time not to exceed 18
months in all, plus extended reporting period coverage or endorsements, as
original.
C. For the purpose of this Contract, any extension or extended reporting
endorsement attaching to a policy covered hereunder shall be considered as part
of the period of the said policy, subject to the provision that a separate limit
of liability may apply in respect thereof.
D. Upon expiry of this Contract, policies in force at the effective time and
date of expiration hereof shall continue to be covered hereunder until their
individual natural expiration or termination dates, whichever sooner, including
extensions, discovery periods or other similar extended reporting endorsements
attaching to such policies. The Reassured may however, subject to agreement by
Reinsurers hereon, terminate the liability of the Reinsurers for claims made, as
original, after the effective time and date of expiration hereof and, in such
event, the unearned premium at that date applicable to inforce policies,
including extensions, discovery periods or other similar extended reporting
endorsements attached thereto, shall be deducted from the Subject Gross Net
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Written Premium Income for the purpose of the premium rating hereunder.
Notification by the Reassured to the Reinsurers must be within 30 days after the
expiration of this contract.
ARTICLE 3 - SPECIAL TERMINATION
A. The Reassured may terminate or commute this Contract upon the happening of
any one of the following circumstances at any time by the giving of ten (10)
days prior written notice to the Reinsurer:
1. The Reinsurer ceases underwriting operations;
2. A State Insurance Department or other legal authority orders the
Reinsurer to cease writing business, or
3. The Reinsurer has become insolvent or has been placed under
supervision (voluntarily or involuntarily), into liquidation or
receivership, or there has been instituted against it proceedings for
the appointment of a supervisor, receiver, liquidator, rehabilitator,
conservator or trustee in bankruptcy, or other agent known by whatever
name, to take possession of its assets or control of its operations,
or
4. The Reinsurer's policyholders' surplus has been reduced by whichever
is greater, (a) 20% of the amount of surplus at the inception of this
Contract or (b) 20% of the amount stated in its last filed annual
statutory statement with its state of domicile; or
5. The Reinsurer has become merged with, acquired or controlled by any
company, corporation or individual(s) not controlling the party's
operations previously, or
6. The Reinsurer has been assigned an AM Best's rating of less than A-1
(N.B. as respects alien Reinsurers, a Standard & Poor's Insurance
Rating of less than "BBB" will apply; as respect Lloyd's Syndicates, a
reduction of the Reinsurer's S&P Lloyd's Syndicate Assessment (LSA)
ranking from the LSA ranking that was in effect at the inception of
October 1, 2004 of the contract will apply); or
7. The Reinsurer has or has attempted to transfer its entire liability
under this Contract without the Reassured's prior written consent.
8. There is a severance or obstruction of free and unfettered
communication and/or normal commercial or financial intercourse
between the United States of America and the country in which the
Reinsurer is incorporated or has its principal office as a result of
war, currency regulations or any circumstances arising out of
political, financial or economic uncertainty.
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B. In the event the Reassured elects termination, the liability of the Reinsurer
shall be terminated in accordance with the termination provisions of this
Contract, provided however that the Reassured shall have the right, by the
giving of prior written notice, to relieve the Reinsurer of liability for losses
occurring subsequent to the date of termination of this Contract. In that event,
the Reinsurer shall return the unearned portion of any premiums paid hereunder
(less any applicable ceding commission allowed thereon) and the minimum premium
provisions, if any, shall be waived.
C. In the event the Reassured elects to commute, the Reinsurer shall return the
sum total of the value of the ceded (1) Net Loss Reserves, (2) Loss Adjustment
Expense Reserves, (3) incurred but not reported reserves, and (4) unearned
premium reserve (after deduction for any ceding commission allowed thereon). In
the event the parties are unable to agree on the capitalized value of the
reserves to be returned to the Reassured, the Reassured and the Reinsurer shall
jointly appoint an independent and neutral actuary experienced in such matters
and the mutually agreed actuary shall render a decision. In the event that the
Reassured and the Reinsurer are unable to agree upon a single actuary within 30
days, the parties shall ask the then current President of the Casualty Actuarial
Society to appoint an actuary with those qualifications within another 30 days.
The decision of the actuary will be final and binding on both parties. The
Reassured and the Reinsurer shall share equally the fees and expenses of the
actuary. Upon payment of the amount so agreed or determined by the actuary to
the Reassured, the Reinsurer shall be completely released from all liability
under this Contract.
D. If the Reinsurer is an authorized or otherwise qualified reinsurer that is
not obligated under the Reserves Article of this Contract, to provide security
to obtain credit for the reinsurance provided by this Contract, the Reassured
shall also have the option, if it does not elect the commutation option
described above, to require the Reinsurer to provide the Reassured with
collateral funding as if the Reinsurer were not so authorized or otherwise so
qualified equal to the Reinsurer's obligations under this Contract in a manner
and as provided for under the Reserves Article of this Contract. The Reassured
shall have the option to require the Reinsurer to provide a qualifying letter of
credit but with the Reassured's consent, the Reinsurer shall have the sole
option of determining the method of funding referred to above, provided it is
acceptable to the Reassured and any insurance regulatory authorities involved.
ARTICLE 4 - TERRITORY
Risk located in the United States of America, its territories or
possessions and Canada. On policies which provide coverage beyond the
territorial limits, the territorial limits of this Contract shall be identical
with those of the Reassured's original policies.
ARTICLE 5 - QUOTA SHARE PARTICIPATION
A. With respect to a Loss that arises under Business Covered under this
Contract, the Reinsurer shall be liable to, reinsure, and indemnify the
Reassured for a fifty percent (50%) quota share of:
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1. The Reassured's Net Loss, each coverage, each Policy, each Wrongful
Act or Occurrence, each Named Insured or Additional Named Insured(s)
but the Reinsurer's liability shall not exceed 50% of $2,000,000 in
all for any one Net Loss each coverage, each Policy, each Wrongful Act
or Occurrence, each Named Insured or Additional Named Insured(s) or
$4,000,000 in the aggregate, each Policy, each Named Insured or
Additional Named Insured(s), and
2. In addition to Net Loss as provided for above, ninety percent (90%) of
any amount of (i) Extra-contractual Obligations or (ii) Loss Excess of
Policy Limits that arises from Business Covered, each coverage, each
Policy, each Named Insured or Additional Named Insured(s) but the
Reinsurer's liability for any Extra-contractual Obligations and Loss
Excess of Policy Limits shall not exceed its 50% share of 90% of (a)
$2,000,000 any one Extra-contractual Obligations or Loss Excess of
Policy Limits event or $4,000,000 in all for any Extra-contractual
Obligations or Loss Excess of Policy Limits or (b) $8,000,000 in the
aggregate any one Policy, each Named Insured or Additional Named
Insured(s) and
B. With respect to Declaratory Judgment Expenses and in addition to the above,
the Reinsurer shall reimburse the Reassured for its quota share of a pro rata
proportion of any Declaratory Judgment Expenses ("DJ Expenses"), but such DJ
Expenses shall be subject to a total of $12,000,000 each coverage, each Policy,
each Wrongful Act or Occurrence each Named Insured or Additional Named
Insured(s) unless such DJ Expenses constitutes the only liability on the part of
the Reassured, in which case, DJ Expenses shall be deemed to be included as part
of the Reassured's Net Loss.
C. In addition to the above, the Reinsurer shall reinsure and reimburse the
Reassured for its quota share of a pro rata proportion of all Loss Adjustment
Expenses associated with the Business Covered which are not included as part of
the policy limit under the Reassured's policies reinsured hereunder, whether or
not Net Loss has been paid hereunder.
D. The Reassured shall be the sole judge of what constitutes one risk, Named
Insured or Additional Named Insured(s).
E. The Reassured is permitted to purchase facultative reinsurance and/or other
treaty reinsurance and shall deduct the premium thereof provided that the
reinsurance inures to the benefit of this treaty.
ARTICLE 6 - ORIGINAL CONDITIONS
All Business Covered hereunder shall be subject to the same terms, clauses,
conditions, and modifications of the Reassured's Policies and the Reinsurers
shall pay losses as may be paid thereon and shall follow the settlements and
fortunes of the Reassured, subject always to the limits, terms and conditions of
this Contract.
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ARTICLE 7 - EXCLUSIONS
A. The following are excluded from the scope of this Contract:
1. Nuclear incidents in accordance with the attached Nuclear Incident
Exclusions Clause - Liability - Reinsurance;
2. Reinsurance assumed by the Reassured; except inter-company reinsurance
between the Reassured's companies and reinsurance of an individual
risk or policy, which are subject matter of this Contract;
3. Asbestos - Full and absolute exclusion
4. Credit, Insolvency, Financial Guarantee and Surety; Fidelity;
Fiduciary Liability;
5. War Exclusion; and
6. All liability of the Reassured arising, by contract, operation of law,
or otherwise, from its participation or membership, whether voluntary
or involuntary, in any insolvency fund. "Insolvency Fund" includes any
guaranty fund, insolvency fund, plan, pool, association fund, or other
arrangement, howsoever denominated established or governed, which
provides for any assessment of or payment or assumption by the
Reassured of part or all of any claim, debt, charge, fee, or other
obligation of an insurer, or its successors or assigns, which has been
declared by any competent authority to be insolvent, or which is
otherwise deemed unable to meet any claim, debt, charge, or other
obligation in whole or in part.
B. Policies covering insureds regularly engaged in operations not excluded
hereunder but whose operations may occasionally include one or more classes
excluded under 1, 2, 3, 4, and 6 of Section A, shall not be excluded from the
coverage afforded by this Contract provided said operations are incidental to
the main operations of the insured. The Reassured shall be the sole judge of the
meaning of the word "incidental", however, incidental is defined as no more than
10% of the total operations of the applicable entity.
C. Policies covering classifications excluded hereunder which the Reassured
inadvertently issues or issues in error shall be covered hereunder provided such
policies are canceled at the first available opportunity as allowed under the
terms of the original policy when a member of the executive or managerial staff
at the Reassured's home office, having underwriting authority in the class of
business involved, becomes aware that they apply to excluded classifications.
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ARTICLE 8 -- PREMIUM AND COMMISSION
A. The Reassured shall cede to the Reinsurers their proportionate share of the
gross written premium on all policies written or renewed with an effective date
on or after the inception of this Contract for the business described herein.
B. The Reinsurers shall allow a Ceding Commission of 30% to the Reassured on the
Subject Gross Net Written Premium under this contract. On all return premiums
the Reassured shall return the commission allowance to the Reinsurers. It is
expressly agreed that the ceding commission allowed the Company includes
provision for all dividends, commissions, taxes, assessments, and all other
expenses of whatever nature, except loss adjustment expense.
ARTICLE 9 - DEFINITION
A. The term "Declaratory Judgment Expense" or "DJ Expenses" as used in this
Contract will mean legal expenses paid by the Reassured in the investigation,
analysis, evaluation, resolution or litigation of coverage issues between the
Reassured and its insured(s), under policies reinsured hereunder, for a specific
loss, or losses tendered under such policies which loss or losses are not
excluded under this contract.
B. The term "Subject Gross Net Written Premium" as used in this Contract shall
mean the gross written premium of the Reassured for the classes of business
reinsured hereunder, plus additions, less return premium for cancellations and
reductions, and less premium for reinsurance that inures to the benefit of this
Contract.
C. The term "Policies", whenever used herein, shall mean all binders, policies,
contracts, certificates and other obligations, whether oral or written, of
insurance or reinsurance.
D. The terms "Wrongful Act", "Occurrence", "Named Insured" and "Additional Named
Insured" shall follow the definition of such term as in the Reassured's Policy.
E. The term "Loss Adjustment Expenses" shall mean and include but not be limited
to claims expenses sustained in connection with adjustment, defense, settlement
and litigation of claims and suits including Declaratory Judgment Expenses in
the satisfaction of judgments, resistance to or negotiations concerning a Loss
(which shall include the expenses and the pro rata share of the salaries of the
Reassured's field employees according to the time occupied in adjusting such
loss and the expenses of the Reassured's other employees while diverted from
their normal duties to the service of field adjustment but shall not include any
salaries of officers or normal overhead expenses of the Reassured), all interest
on judgments other than prejudgment interest when added to a judgment and
expenses sustained to obtain recoveries, salvages and other reimbursements, or
to secure the reversal or reduction of a verdict or judgment. Whenever Loss
Adjustment Expense is included within the limit of liability of the reinsured
Policies, such Loss Adjustment Expense will be added to the Reassured's Net
Loss.
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F. The term "Net Loss" shall mean (i) the sum or sums paid by the Reassured for
which it is liable under policies reinsured hereunder, (ii) prejudgment interest
when added to a judgment, (iii) Loss Adjustment Expenses but only when included
as part of the policy limit under the Reassured's policies, and (iv) any DJ
Expenses when such expenses constitute the only liability on the part of the
Reassured with respect to a claim covered hereunder and after deductions for all
inuring reinsurances or insurances whether collectible or not, and all
reimbursements or recoveries and any subrogation or salvages received.
G. The Reinsurer's liability hereunder shall not increase by reason of the
inability of the Reassured to collect from any other reinsurer or insurer, for
any reason, any amount that may be due from such reinsurer or insurer.
H. In the event a verdict or judgment is reduced by an appeal or a settlement,
subsequent to the entry of a judgment, resulting in an ultimate saving on such
verdict or judgment, or a judgment is reversed outright, the expense incurred in
securing such final reduction or reversal shall (1) be prorated between the
Reinsurer and the Reassured in proportion that each benefits from such reduction
or reversal and the expense incurred up to the time of the verdict or judgment
shall be prorated in proportion to each party's interest in such verdict or
judgment; or (2) when the terms and conditions of the Reassured's policies
reinsured hereunder include expenses as part of the policy limit, be added to
the Reassured's Net Loss.
I. The term "Loss in Excess of Policy Limits" means any amount paid or payable
by the Reassured in excess of its policy limits, but otherwise within the terms
of a policy reinsured by this Contract, as a result of a claim against it by its
insured to recover damages the insured is legally obligated to pay because of
the Reassured's alleged or actual negligence, gross negligence, bad faith or
other tortious conduct in rejecting a settlement within policy limits, or in
discharging its duty to defend or prepare the defense in the trial of a lawsuit
against its insured, or in discharging its duty to prepare or prosecute an
appeal consequent upon such a lawsuit.
J. The term "Extra-Contractual Obligations" means any liability for damages,
including related allocated loss adjustment expenses and any related pre or post
judgment interest arising out of policies reinsured by this Contract, other than
Loss in Excess of Policy Limits, paid or payable by the Reassured as a result of
a claim against it by its insured, which claim alleges gross negligence,
negligence, bad faith or other tortious conduct rejecting a settlement within
policy limits, or in discharging its duty to defend or prepare the defense in
the trial of a lawsuit against its insured, or in discharging its duty to
prepare or prosecute an appeal consequent upon such a lawsuit. For purposes of
this definition "payable" means the existence of a judgment which the Reassured
does not intend to appeal, or existence of a settlement offer which the
Reassured has accepted, or when a release has been obtained by the Reassured as
respects any loss in excess of policy limits and/or extra contractual
obligation.
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ARTICLE 10 - LOSS IN EXCESS OF POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS
A. An Extra-Contractual Obligation and/or Loss in Excess of Policy Limits shall
be deemed to have occurred on the same date as the loss covered under the
Reassured's original policy and shall constitute part of the original loss. The
Reinsurer will indemnify the Reassured for any Loss in Excess of Policy Limits
or Extra Contractual Obligation without regard to the limit of this Contract,
but subject to all of the other terms and conditions of this Contract.
B. No coverage is afforded for any Loss Excess of Policy Limtis and Extra
Contractual Obligation that has been incurred due to fraud and/or criminal
act(s) by a member of the Board of Directors or a corporate officer of the
Reassured acting individually or collectively or in collusion with any
individual or corporation or any other organization or party involved in the
presentation, defense or settlement of any claim covered hereunder.
C. Recoveries, whether collectible or not, including any retentions and/or
deductibles, from any form of insurance which protect the Reassured against any
loss or liability covered under this Article shall be deducted first from the
total amount of any Extra Contractual obligation and/or loss in excess of policy
limits in determining the amount of extra contractual obligation and/or loss in
excess of policy limits. The Reassured shall be indemnified in accordance with
this Article to the extent permitted by applicable law.
ARTICLE 11 - REPORTS AND REMITTANCES
A. The Reassured shall render a quarterly account within forty-five (45) days of
the close of each quarter which shall include a premium and loss bordereaux. The
premium bordereau should provide the following individual policy information:
Name of Insured, Policy Number, Effective Date, Policy Limits, and Policy
Premium. The loss bordereau should provide a listing of all claims reported, and
will include Policy Number, claim status, Name of Insured, paid loss, paid
expenses, outstanding loss, outstanding expenses and total incurred.
B. Amounts due the Reinsurers shall be remitted within sixty (60) days after the
close of the quarter. Amounts shown to be due the Reassured shall be remitted
within fifteen (15) days following the Reinsurer's receipt of the quarterly
report.
C. In the event that at any time the Reassured makes a claim payment which
exceeds $250,000 (for the 100% loss) and the amount of premiums held by the
Reassured is inadequate, it is agreed that the Reassured may make a call upon
the Reinsurer and, within five (5) working days after receipt of the cash call,
the Reinsurer agrees to pay such cash call to the Reassured directly by wire
transfer or by other mutually acceptable means. The Reassured shall also furnish
the Reinsurer any information needed and reasonably requested by the Reinsurer
in the format reasonably requested thereby.
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ARTICLE 00 - XXXXXX XXX XXXXXXXXX (XXXX 00X)
Errors and omissions on the part of the Company shall not invalidate the
reinsurance under this Contract, provided such errors or omissions are corrected
promptly after discovery thereof, but the liability of the Reinsurer under this
Contract or any exhibits or endorsements attached hereto shall in no event
exceed the limits specified herein, nor be extended to cover any risks, perils
or classes of insurance or reinsurance generally or specifically excluded
herein.
ARTICLE 00 - XXXXXXXX (XXXX 00X)
A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they
shall be construed to mean United States Dollars and all transactions under this
Contract shall be in United States Dollars.
B. Amounts paid or received by the Reassured in any other currency shall be
converted to United States Dollars at the rate of exchange at the date such
transaction is entered on the books of the Reassured.
ARTICLE 14 - TAXES (BRMA 50A)
In consideration of the terms under which this Contract is issued, the
Reassured undertakes not to claim any deduction of the premium hereon when
making Canadian Tax returns or when making tax returns, other than Income or
Profits Tax returns, to any State or Territory of the United States of America
or to the District of Columbia.
ARTICLE 00 - XXXXXXX XXXXXX XXX (XXXX 00X)
(Applicable to those Reinsurers, excepting Underwriters at Lloyd's London and
other Reinsurers exempt from Federal Excise Tax, who are domiciled outside the
United States of America.)
A. The Reinsurers have agreed to allow for the purpose of paying the Federal
Excise Tax the applicable percentage of the premium payable hereon (as imposed
under Section 4371 of the Internal Revenue Code) to the extent such premium is
subject to the Federal Excise Tax.
B. In the event of any return of premium becoming due hereunder, the Reinsurers
shall deduct the applicable percentage from the return premium payable hereon
and the Reassured or its agent should take steps to recover the tax from the
United States Government.
ARTICLE 16 - OFFSET (BRMA 36C)
The Reassured and the Reinsurers shall have the right to offset any balance
or amounts due from one party to the other under the terms of this Contract. The
party asserting the right of offset may exercise such right any time whether the
balances due are on account of premiums or losses or otherwise.
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ARTICLE 00 - XXXXXX XX XXXXXXX XXXXXX (XXXX 0X)
The Reinsurer or its designated representatives shall have free access at
any reasonable time to all records of the Company which pertain in any way to
this reinsurance.
ARTICLE 18 - RESERVES
A. If a jurisdiction of the United States shall not permit the Reassured, in the
statements required to be filed with its regulatory authority(ies), to receive
full credit as admitted reinsurance for any Reinsurers' share of obligations,
the Reassured shall forward to the Reinsurers a statement of the Reinsurers'
share of such obligations. Upon receipt of that statement the Reinsurers shall
promptly apply for, and provide the Reassured with, a "clean," unconditional and
irrevocable Letter of Credit, in the amount specified in the statement
submitted, with terms and from a bank acceptable to the Reassured and the
regulatory authority(ies) having jurisdiction over the Reassured.
B. "Obligations," as used in this Article, shall mean the sum of ceded (i) Net
Losses and Loss Adjustment Expenses paid by the Reassured but not yet recovered
from the Reinsurers, plus (ii) reserves for reported Net Losses and Loss
Adjustment Expenses, plus (iii) reserves for Net Losses incurred but not
reported (including Loss Adjustment Expenses) and premiums unearned, if any.
C. The Letter of Credit shall provide for automatic extension of the Letter of
Credit without amendment for one year from the date of expiration of said Letter
or any future expiration date unless thirty (30) days prior to any expiration
the issuing bank shall notify the Reassured by certified mail that the issuing
bank elects not to consider the Letter of Credit renewed for any additional
period. An issuing bank, not a "qualified bank" as defined by Regulation No. 133
promulgated by the Insurance Department of the State of New York, shall provide
sixty (60) days notice to the Reassured prior to any expiration.
D. Notwithstanding any other provision of this Contract, the Reassured or any
successor by operation of law of the Reassured including, without limitation,
any liquidator, rehabilitator, receiver or conservator of the Reassured may draw
upon such credit, without diminution because of the insolvency of any party
hereto, at any time and undertakes to use and apply such credit for one or more
of the following purposes only:
1. To pay the Reinsurers' share or to reimburse the Reassured for the
Reinsurers' share of any Obligations, as stipulated in the statement
submitted by the Reassured to the Reinsurers, which is due to the
Reassured and not otherwise paid by the Reinsurers.
2. In the event the Reassured has received notice of non-renewal of the
Letter of Credit and the Reinsurer's liability remains unliquidated
and undischarged thirty (30) days prior to the expiry date of the
Letter of Credit, to withdraw the balance of the Letter of Credit and
place such sums in an interest bearing trust account to secure the
continuing obligations of the Reinsurer under this Contract until a
renewal Letter of
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Credit acceptable to the Reassured and the regulatory authority(ies)
having jurisdiction over the Reassured, or a substitute in lieu
thereof acceptable to the Reassured and the regulatory authority(ies)
having jurisdiction over the Reassured, has been received by the
Reassured. The Reassured shall provide to the Reinsurers payment of
any interest thereon accruing from such account.
3. To make refund of any sum which is in excess of the actual amount
required for Sections 1 and 2 of this paragraph.
E. At annual intervals or more frequently as determined by the Reassured, but
never more frequently than quarterly, the Reassured shall prepare a specific
statement, for the sole purpose of amending the Letter of Credit, of the
Reinsurers' share of any obligations. If the statement shows that the
Reinsurers' share of obligations exceeds the balance of credit as of the
statement date, the Reinsurers shall, within thirty (30) days after receipt of
notice of such excess, secure delivery to the Reassured of an amendment of the
Letter of Credit increasing the amount of credit by the amount of such
difference. If the statement shows, however, that the Reinsurers' share of
obligations is less than the balance of credit as of the statement date, the
Reassured shall, within thirty (30) days after receipt of written request from
the Reinsurers, release such excess credit by agreeing to secure an amendment to
the Letter of Credit reducing the amount of credit available by the amount of
such excess credit.
ARTICLE 19 - SERVICE OF SUIT
A. This Article only applies to a Reinsurer domiciled outside of the United
States and/or unauthorized in any state, territory or district of the United
States having jurisdiction over the Reassured. Furthermore, this Article will
not be read to conflict with or override the obligations of the parties to
arbitrate their disputes as provided for in the Article entitled Arbitration.
This Article is intended as an aid to compelling arbitration or enforcing such
arbitration or arbitral award, not as an alternative to the Arbitration Article
for resolving disputes arising out of this Contract.
B. In the event of any dispute, the Reinsurer, at the request of the Reassured,
shall submit to the jurisdiction of a court of competent jurisdiction within the
United States. Nothing in this Article constitutes or should be understood to
constitute a waiver of any obligation to arbitrate disputes arising from this
Contract or the Reinsurer's rights to commence an action in any court of
competent jurisdiction in the United States, to remove an action to a United
States District Court, or to seek a transfer of a case to another court as
permitted by the laws of the United States or of any state in the United States.
C. Service of process in any such suit against the Reinsurer may be made upon
Mendes and Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, - or in
substitution therefore, the firm identified by the Reinsurer on the Reinsurer's
signature page to this Contract, - ("Firm") and in any suit instituted, the
Reinsurer shall abide by the final decision of such court or of any Appellate
Court in the event of an appeal.
13
D. The Firm is authorized and directed to accept service of process on behalf of
the Reinsurer in any such suit and/or upon the request of the Reassured to give
a written undertaking to the Reassured that they shall enter a general
appearance upon the Reinsurer's behalf in the event such a suit shall be
instituted.
E. Further, as required by and pursuant to any statute of any state, territory
or district of the United States which makes provision therefore, the Reinsurer
hereby designates the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or his successor or
successors in office, as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Reassured or any beneficiary hereunder arising out of this Contract, and
hereby designates the above-named as the person to whom the said officer is
authorized to mail such process or a true copy thereof.
ARTICLE 20 - ARBITRATION CLAUSE (BRMA 6A)
A. Any dispute or other matter in question between the Reassured and the
Reinsurers arising out of, or relating to, the formation, interpretation,
performance or breach of this Contract, whether such dispute arises before or
after termination of this Contract, shall be settled by arbitration. Arbitration
shall be initiated by the delivery of a written notice of demand for arbitration
by one party to the other within a reasonable time after the dispute has arisen.
B. If more than one Reinsurer is involved in the same dispute, all Reinsurers
shall constitute and act as one party for the purposes of this Article,
provided, however, that nothing herein shall impair the rights of any such
Reinsurer to assert several, rather than joint, defenses or claims, nor be
construed as changing the liability of the Reinsurers under the terms of this
Contract from several to joint.
C. Each party shall appoint an individual as arbitrator and the two so appointed
shall then appoint a third arbitrator. If either party refuses or neglects to
appoint an arbitrator within sixty (60) days, the other party may appoint the
second arbitrator. If the two arbitrators do not agree on a third arbitrator
within sixty (60) days of their appointment, each of the arbitrators shall
nominate three individuals. Each arbitrator shall then decline two of the
nominations presented by the other arbitrator. The third arbitrator shall then
be chosen from the remaining two nominations by drawing lots. The arbitrators
shall be active or former officers of insurance or reinsurance companies or
Lloyd's Underwriters; the arbitrators shall not have a personal or financial
interest in the result of the arbitration.
D. The arbitration hearings shall be held in New York, New York, or such other
place as may be mutually agreed. Each party shall submit its case to the
arbitrators within sixty (60) days of the selection of the third arbitrator or
within such longer period as may be agreed by the arbitrators. The arbitrators
shall not be obliged to follow judicial formalities or the rules of evidence
except to the extent required by governing law, that is, the state law of the
situs of the arbitration as herein agreed; they shall make their decisions
according to the practice of the reinsurance business. The decision rendered by
a majority of the arbitrators shall be final and binding on both parties. Such
decision
14
shall be a condition precedent to any right of legal action arising out of the
arbitrated dispute which either party may have against the other. Judgment upon
the award rendered may be entered in any court having jurisdiction thereof.
E. Each party shall pay the fee and expenses of its own arbitrator and one-half
of the fee and expenses of the third arbitrator. All other expenses of the
arbitration shall be equally divided between the parties.
F. Except as provided above, arbitration shall be based, insofar as applicable,
upon either the arbitration procedures of XXXXX US or the Procedures for the
Resolution of U.S. Insurance and Reinsurance Disputes as the parties may agree
or in the absence of any agreement, as the Reassured shall elect.
ARTICLE 21 - INSOLVENCY CLAUSE (BRMA 19C)
A. In the event of insolvency and the appointment of a conservator, liquidator,
or statutory successor of the Reassured, the portion of any risk or obligation
assumed by the Reinsurers shall be payable to the conservator, liquidator, or
statutory successor on the basis of claims allowed against the insolvent
Reassured by any court of competent jurisdiction or by any conservator,
liquidator, or statutory successor of the Reassured having authority to allow
such claims, without diminution because of that insolvency, or because the
conservator, liquidator, or statutory successor has failed to pay all or a
portion of any claims.
B. Payments by the reinsurer as above set forth shall be made directly to the
reassured or to its conservator, liquidator, or statutory successor, except
where the contract of insurance or reinsurance specifically provides another
payee of such reinsurance or except as provided by subsection (a) of section
4118 of the New York lnsurance laws in the event of the insolvency of the
reassured.
C. In the event of the insolvency of the Reassured, the liquidator, receiver,
conservator or statutory successor of the Reassured shall give written notice to
the Reinsurers of the pendency of a claim against the insolvent Reassured on the
policy or policies reinsured within a reasonable time after such claim is filed
in the insolvency proceeding and during the pendency of such claim any Reinsurer
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 Reassured or its liquidator, receiver, conservator or statutory
successor. The expense thus incurred by the Reinsurer shall be chargeable
subject to court approval against the insolvent Reassured as part of the expense
of liquidation to the extent of a proportionate share of the benefit which may
accrue to the Reassured solely as a result of the defense undertaken by the
Reinsurer.
D. 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 Contract as though such expense
had been incurred by the Reassured.
15
E. The original insured or policyholder shall not have any rights against the
reinsurer which are not specifically set forth in the contract of reinsurance,
or in a specific agreement between the reinsurer and the original insured or
policyholder.
ARTICLE 00 - XXXXXXXXXXXX XXXXXX (XXXX 00X)
Towers Xxxxxx Reinsurance is hereby recognized as the Intermediary
negotiating this Contract for all business hereunder. All communications
(including but not limited to notices, statements, premium, return premium,
commissions, taxes, losses, loss adjustment expense, salvages and loss
settlements) relating thereto shall be transmitted to the Reassured or the
Reinsurers through Towers Xxxxxx Reinsurance, Xxx Xxxxxxxx Xxxxx, 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000-0000. Payments by the Reassured to the
Intermediary shall be deemed to constitute payment to the Reinsurers. Payments
by the Reinsurers to the Intermediary shall be deemed to constitute payment to
the Reassured only to the extent that such payments are actually received by the
Reassured.
16
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE
U.S.A. (BRMA 35A)
1. This reinsurance does not cover any loss or liability accruing to the
Reassured as a member of, or subscriber to, any association of insurers or
reinsurers formed for the purpose of covering nuclear energy risks or as a
direct or indirect reinsurer of any such member, subscriber or association.
2. Without in any way restricting the operation of paragraph 1 of this Clause,
it is understood and agreed that for all purposes of this reinsurance all the
original policies of the Reassured (new, renewal and replacement) of the classes
specified in Clause II of this paragraph 2 from the time specified in Clause III
in this paragraph 2 shall be deemed to include the following provision
(specified as the Limited Exclusion Provision):
Limited Exclusion Provision*
I. It is agreed that the policy does not apply under any liability
coverage, to (injury, sickness, disease, death or destruction,
bodily injury or property damage) with respect to which an
insured under the policy is also an insured under a nuclear
energy liability policy issued by Nuclear Energy Liability
Insurance Association, Mutual Atomic Energy Liability
Underwriters or Nuclear Insurance Association of Canada, or would
be an insured under any such policy but for its termination upon
exhaustion of its limit of liability.
II. Family Automobile Policies (liability only), Special Automobile
Policies (private passenger automobiles, liability only), Farmers
Comprehensive Personal Liability Policies (liability only),
Comprehensive Personal Liability Policies (liability only) or
policies of a similar nature; and the liability portion of
combination forms related to the four classes of policies stated
above, such as the Comprehensive Dwelling Policy and the
applicable types of Homeowners Policies.
III. The inception dates and thereafter of all original policies as
described in II above, whether new, renewal or replacement, being
policies which either
(a) become effective on or after 1st May, 1960, or
(b) become effective before that date and contain the Limited
Exclusion Provision set out above;
provided this paragraph 2 shall not be applicable to Family
Automobile Policies, Special Automobile Policies, or policies or
combination policies of a similar nature, issued by the Reassured
on New York risks, until 90 days following approval of the
17
Limited Exclusion Provision by the Governmental Authority having
jurisdiction thereof.
3. Except for those classes of policies specified in Clause II of paragraph 2
and without in any way restricting the operation of paragraph 1 of this Clause,
it is understood and agreed that for all purposes of this reinsurance the
original liability policies of the Reassured (new, renewal and replacement)
affording the following coverages:
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator
Liability, Owners or Contractors (including railroad), Protective
Liability, Manufacturers and Contractors Liability, Product Liability,
Professional and Malpractice Liability, Storekeepers Liability, Garage
Liability, Automobile Liability (including Massachusetts Motor Vehicle or
Garage Liability)
shall be deemed to include, with respect to such coverages, from the time
specified in Clause V of this paragraph 3, the following provision (specified as
the Broad Exclusion Provision):
Broad Exclusion Provision*
It is agreed that the policy does not apply:
I. Under any Liability Coverage, to injury, sickness, disease, death
or destruction, bodily injury or property damage
(a) with respect to which an insured under the policy is also an
insured under a nuclear energy liability policy issued by
Nuclear Energy Liability Insurance Association, Mutual
Atomic Energy Liability Underwriters or Nuclear Insurance
Association of Canada, or would be an insured under any such
policy but for its termination upon exhaustion of its limit
of liability; or
(b) resulting from the hazardous properties of nuclear material
and with respect to which (1) any person or organization is
required to maintain financial protection pursuant to the
Atomic Energy Act of 1954, or any law amendatory thereof, or
(2) the insured is, or had this policy not been issued would
be, entitled to indemnity from the United States of America,
or any agency thereof, under any agreement entered into by
the United States of America, or any agency thereof, with
any person or organization.
II. Under any Medical Payments Coverage, or under any Supplementary
Payments Provision relating to immediate medical or surgical
relief first aid to expenses incurred with respect to bodily
injury, sickness, disease or death, bodily injury resulting
18
from the hazardous properties of nuclear material and arising out
of the operation of a nuclear facility by any person or
organization.
III. Under any Liability Coverage, to injury, sickness, disease, death
or destruction bodily injury or property damage resulting from
the hazardous properties of nuclear material, if
(a) the nuclear material (1) is at any nuclear facility owned
by, or operated by or on behalf of, an insured, or (2) has
been discharged or dispersed therefrom;
(b) the nuclear material is contained in spent fuel or waste at
any time possessed, handled, used, processed, stored,
transported or disposed of by or on behalf of an insured; or
(c) the injury, sickness, disease, death or destruction bodily
injury or property damage arises out of the furnishing by an
insured of services, materials, parts or equipment in
connection with the planning, construction, maintenance,
operation or use of any nuclear facility, but if such
facility is located within the United States of America, its
territories, or possessions or Canada, this exclusion (c)
applies only to injury to or destruction of property at such
nuclear facility, property damage to such nuclear facility
and any property thereat.
IV. As used in this endorsement:
"Hazardous properties" include radioactive, toxic or explosive
properties; "nuclear material" means source material, special
nuclear material or byproduct material; "source material",
"special nuclear material", and "byproduct material" have the
meanings given them in the Atomic Energy Act of 1954 or in any
law amendatory thereof; "spent fuel" means any fuel element or
fuel component, solid or liquid, which has been used or exposed
to radiation in a nuclear reactor; "waste" means any waste
material (1) containing byproduct material other than tailings or
wastes produced by the extraction or concentration of uranium or
thorium from any ore processed primarily for its source material
content, and (2) resulting from the operation by any person or
organization of any nuclear facility included under the first two
paragraphs of the definition of nuclear facility; "nuclear
facility" means:
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating
the isotopes of uranium or plutonium, (2)
19
processing or utilizing spent fuel, or (3) handling,
processing or packaging waste,
(c) any equipment or device used for the processing, fabricating
or alloying of special nuclear material if at any time the
total amount of such material in the custody of the insured
at the premises where such equipment or device is located
consists of or contains more than 25 grams of plutonium or
uranium 233 or any combination thereof, or more than 250
grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared
or used for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all operations
conducted on such site and all premises used for such operations; "nuclear
reactor" means any apparatus designed or used to sustain nuclear fission in a
self-supporting chain reaction or to contain a xxxxxxxx xxxx of fissionable
material;
(With respect to injury to or destruction of property, the word
"injury" or "destruction" ("property damage" includes all forms
of radioactive contamination of property, (includes all forms of
radioactive contamination of property
V. The inception dates and thereafter of all original policies
affording coverages specified in this paragraph 3, whether new,
renewal or replacement, being policies which become effective on
or after 1st May, 1960, provided this paragraph 3 shall not be
applicable to:
(a) Garage and Automobile Policies issued by the Reassured on
New York risks, or
(b) statutory liability insurance required under Chapter 90,
General Laws of Massachusetts,
until 90 days following approval of the Broad Exclusion Provision
by the Governmental Authority having jurisdiction thereof.
4. Without in any way restricting the operation of paragraph 1 of this Clause,
it is understood and agreed that paragraphs 2 and 3 above are not applicable to
original liability policies of the Reassured in Canada and that with respect to
such policies this Clause shall be deemed to include the Nuclear Energy
Liability Exclusion Provisions adopted by the Canadian Underwriters' Association
or the Independent Insurance Conference of Canada.
*NOTE: The words printed in italics in the Limited Exclusion Provision and
in the Broad Exclusion Provision shall apply only in relation to original
liability policies which
20
include a Limited Exclusion Provision or a Broad Exclusion Provision
containing those words.
21
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE
CANADA (BRMA 35D)
1. This Agreement does not cover any loss or liability accruing to the Reassured
as a member of, or subscriber to, any association of insurers or reinsurers
formed for the purpose of covering nuclear energy risks or as a direct or
indirect reinsurer of any such member, subscriber or association.
2. Without in any way restricting the operation of paragraph 1 of this clause,
it is agreed that for all purposes of this Agreement all the original liability
contracts of the Reassured, whether new, renewal or replacement, of the
following classes, namely:
Personal Liability
Farmers' Liability
Storekeepers' Liability
which become effective on or after 31st December 1984, shall be deemed to
include, from their inception dates and thereafter, the following provision:
Limited Exclusion Provision
This Policy does not apply to bodily injury or property damage with respect
to which the Insured is also insured under a contract of nuclear energy
liability insurance (whether the Insured is unnamed in such contract and
whether or not it is legally enforceable by the Insured) issued by the
Nuclear Insurance Association of Canada or any other group or pool of
insurers or would be an Insured under any such policy but for its
termination upon exhaustion of its limits of liability.
With respect to property, loss of use of such property shall be deemed to
be property damage.
3. Without in any way restricting the operation of paragraph 1 of this clause,
it is agreed that for all purposes of this Agreement all the original liability
contracts of the Reassured, whether new, renewal or replacement, of any class
whatsoever (other than Personal Liability, Farmers' Liability, Storekeepers'
Liability or Automobile Liability contracts), which become effective on or after
31st December 1984, shall be deemed to include from their inception dates and
thereafter, the following provision:
Broad Exclusion Provision
It is agreed that this Policy does not apply:
(a) To liability imposed by or arising under the Nuclear Liability Act;
nor
(b) To bodily injury or property damage with respect to which an Insured
under this policy is also insured under a contract of nuclear energy
liability insurance (whether the Insured is unnamed in such contract
and whether or not it is legally enforceable by the Insured) issued by
the Nuclear
22
Insurance Association of Canada or any other insurer or group or pool
of insurers or would be an Insured under any such policy but for its
termination upon exhaustion of its limit of liability; nor
(c) To bodily injury or property damage resulting directly or indirectly
from the nuclear energy hazard arising from:
i) the ownership, maintenance, operation or use of a nuclear
facility by or on behalf of an Insured.
ii) the furnishing by an Insured of services, materials, parts or
equipment in connection with the planning, construction,
maintenance, operation or use of any nuclear facility; and
iii) the possession, consumption, use, handling, disposal or
transportation of fissionable substances, or of other radioactive
material (except radioactive isotopes, away from a nuclear
facility, which have reached the final stage of fabrication so as
to be useable for any scientific, medical, agricultural,
commercial or industrial purpose) used, distributed, handled or
sold by an Insured.
As used in this Policy:
1. The term "nuclear energy hazard" means the radioactive, toxic, explosive or
other hazardous properties of radioactive material.
2. The term "radioactive material" means uranium, thorium, plutonium, neptunium,
their respective derivatives and compounds, radioactive isotopes of other
elements and any other substances that the Atomic Energy Control Board may, by
regulation, designate as being prescribed substances capable of releasing atomic
energy, or as being requisite for the production, use or application of atomic
energy.
3. The term "nuclear facility" means:
(a) Any apparatus designed or used to sustain nuclear fission in a
self-supporting chain reaction or to contain a xxxxxxxx xxxx of
plutonium, thorium and uranium or any one or more of them;
(b) Any equipment or device designed or used for (1) separating the
isotopes of plutonium, thorium and uranium or any one or more of them,
(2) processing or utilizing spent fuel, or (3) handling, processing or
packaging waste;
(c) Any equipment or device used for the processing, fabricating or
alloying of plutonium, thorium or uranium enriched in the isotope
uranium 233 or in the isotope uranium 235, or any one or more of them
if at any time the total amount of such material in the custody of the
Insured at the premises where such equipment or device is located
consists of or contains more
23
than 25 grams of plutonium or uranium 233 or any combination thereof,
or more than 250 grams of uranium 235;
(d) Any structure, basin, excavation, premises or place prepared or used
for the storage or disposal of waste radioactive material;
and includes the site on which any of the foregoing is located, together with
all operations conducted thereon and all premises used for such operations.
4. The term "fissionable substance" means any prescribed substance that is, or
from which can be obtained, a substance capable of releasing atomic energy by
nuclear fission.
5. With respect to property, loss of use of such property shall be deemed to be
property damage.
24
WAR RISK EXCLUSION CLAUSE (REINSURANCE) (BRMA 56B)
A. As regards interests which at time of loss or damage are on shore, no
liability shall attach hereto in respect of any loss or damage which is
occasioned by war, invasion, hostilities, acts of foreign enemies, civil war,
rebellion, insurrection, military or usurped power, or martial law or
confiscation by order of any government or public authority.
B. This War Exclusion Clause shall not, however, apply to interests which at
time of loss or damage are within the territorial limits of the United States of
America (comprising the fifty States of the Union and the District of Columbia,
its territories and possessions, including the Panama Canal Zone and the
Commonwealth of Puerto Rico and including Bridges between the United States of
America and Mexico provided they are under United States ownership), Canada, St.
Pierre and Miquelon, provided such interests are insured under original
policies, endorsements or binders containing a standard war or hostilities or
warlike operations exclusion clause.
C. Nevertheless, this clause shall not be construed to apply to loss or damage
occasioned by riots, strikes, civil commotion, vandalism, malicious damage,
including acts committed by agents of any government, party or faction engaged
in war, hostilities or other warlike operation, provided such agents are acting
secretly and not in connection with any operations of military or naval armed
forces in the country where the interests insured are situated.
25
Contract No.: E25218.05
and signed in Farmington, Connecticut, this ,19th day of April 2005.
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE
COMPANY CAPITOL SPECIALTY
INSURANCE CORPORATION
And any other associated affiliated or
subsidiary companies of
ALLEGHANY INSURANCE HOLDINGS, LTD.
BY /s/ Xxxxxxx X. Xxxxx
-------------------------------------
TITLE President and CEO
----------------------------------
attaching to and forming part of
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE TREATY
EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME
26
Contract No. 10589-04
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE TREATY
EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated or subsidiary companies of
ALLEGHANY INSURANCE HOLDINGS, LTD.
DELAWARE
(hereinafter called the "Reassured")
by
ACE PROPERTY & CASUALTY INSURANCE COMPANY
through ACE TEMPEST RE USA, LLC.
PENNSYLVANIA
(hereinafter called, with other participants, the "Reinsurers")
Under the terms of this Contract the above Reinsurer agrees
to assume severally and not jointly with other participants
a 25.00% share
of the liability described in the attached Contract and, as consideration,
the Reinsurer shall receive a 25.00% share of the premium named therein,
Signed in Stamford, Connecticut, this 1st day of July 2005.
ACE PROPERTY & CASUALTY INSURANCE
COMPANY through ACE TEMPEST RE USA, LLC.
BY /s/ Xxxxx Xxxxxxx
-------------------------------------
TITLE Vice President
----------------------------------
27
Contract No. TBD
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE TREATY
EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated or subsidiary companies of
ALLEGHANY INSURANCE HOLDINGS, LTD.
DELAWARE
(hereinafter called the "Reassured")
by
AMERICAN RE-INSURANCE COMPANY
DELAWARE
(hereinafter called, with other participants, the "Reinsurers")
Under the terms of this Contract the above Reinsurer agrees to assume
severally and not jointly with other participants
a 25.00% share
of the liability described in the attached Contract and, as consideration,
the Reinsurer shall receive a 25.00% share of the premium named therein.
Signed in Princeton, New Jersey, this 6th day of June 2005.
AMERICAN RE-INSURANCE COMPANY
BY /s/ Xxxxxxx Xxxx
-------------------------------------
TITLE Senior Vice President
----------------------------------
28
Contract No.: Please Advise
ENDORSEMENT NO. 1
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
to
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated, affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDING, LTD.
DELAWARE
by
AMERICAN RE-INSURANCE COMPANY
DELAWARE
It is understood and agreed that effective October 1, 2004, at 12:01 a.m.,
Standard Time, this Contract is extended for one month to November 1, 2005, at
12:01 a.m., Standard Time. It is also hereby mutual understood and agreed that
this Contract is amended as follows:
Article 5, QUOTA SHARE PARTICIPATION is amended to read as follows:
A. With respect to a Loss that arises under Business Covered under this
Contract, the Reinsurer shall be liable to reinsure and indemnify the
Reassured for:
1. The Reassured's Net Loss, each coverage, each Policy, each Wrongful
Act or Occurrence, each Named Insured or Additional Named insured(s)
but the Reinsurer's liability shall not exceed 50% of $2,000,000 in
all for any one Net Loss each coverage, each Policy, each Wrongful Act
or Occurrence, each Named Insured or Additional Named Insured(s) or
$4,000,000 in the aggregate, each Policy, each Named Insured or
Additional Named Insured(s), and
2. In addition to Net Loss as provided for above, ninety percent (90%) of
any amount of (i) Extra-contractual Obligations or (ii) Loss Excess of
Policy Limits that arises from Business Covered, each coverage, each
Policy, each Named Insured or Additional Named Insured(s) but the
Reinsurer's
29
liability for any Extra-contractual Obligations or Loss Excess of
Policy Limits shall not exceed an amount equal to its 50% quota share
of 90% of the Treaty Limit hereon; and
30
Contract No.: 10589-04
ENDORSEMENT NO. 1
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
to
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated, affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDING, LTD.
DELAWARE
by
ACE PROPERTY & CASUALTY INSURANCE COMPANY
throuqh ACE TEMPEST RE USA, LLC.
PENNSYLVANIA
It is understood and agreed that effective October 1, 2004, at 12:01 a.m.,
Standard Time, this Contract is extended for one month to November 1, 2005, at
12:01 a.m., Standard Time. It is also hereby mutual understood and agreed that
this Contract is amended as follows:
Article 5, QUOTA SHARE PARTICIPATION is amended to read as follows:
A. With respect to a Loss that arises under Business Covered under this
Contract, the Reinsurer shall be liable to reinsure and indemnify the Reassured
for:
1. The Reassured's Net Loss, each coverage, each Policy, each Wrongful
Act or Occurrence, each Named Insured or Additional Named Insured(s)
but the Reinsurer's liability shall not exceed 50% of $2,000,000 in
all for any one Net Loss each coverage, each Policy, each Wrongful Act
or Occurrence, each Named Insured or Additional Named Insured(s) or
$6,000,000 in the aggregate, each Policy, each Named Insured or
Additional Named Insured(s), and
2. In addition to Net Loss as provided for above, ninety percent (90%) of
any amount of (i) Extra-contractual Obligations or (ii) Loss Excess of
Policy Limits that arises from Business Covered, each coverage, each
Policy,
31
each Named Insured or Additional Named Insured(s) but the Reinsurer's
liability for any Extra-contractual Obligations or Loss Excess of
Policy Limits shall not exceed an amount equal to its 50% quota share
of 90% of the Treaty Limit hereon; and
3. In addition to the above, with respect to Declaratory Judgement
Expenses, its 50% quota share of any Declaratory Judgement Expenses
("DJ Expenses"), but the Reinsurers' liability for such DJ Expenses
shall not exceed an amount equal to its 50% quota share of two times
the Treaty Limit hereon, each Coverage, each Policy, each Wrongful Act
or Occurrence each Named Insured or Additional Named Insured(s) unless
such DJ Expenses constitutes the only liability on the part of the
Reassured, in which case, DJ expenses shall also be deemed to be
included as part of the Reassured's Net Loss.
B. In addition to the above, the Reinsurer shall reinsure and reimburse the
Reassured for its quota share of a pro rata proportion of all Loss Adjustment
Expenses associated with the Business Covered which are not included as part of
the policy limit under the Reassured's policies reinsured hereunder, whether or
not Net Loss has been paid hereunder.
C. The Reassured shall be the sole judge of what constitutes one risk, Named
Insured or Additional Named Insured(s).
D. The Reassured is permitted to purchase facultative reinsurance and/or other
treaty reinsurance and shall deduct the premium thereof provided that the
reinsurance inures to the benefit of this treaty.
It is hereby mutually understood and agreed that effective November 1, 2005 at
12:01 a.m., Standard Time, this contract is cancelled on a run-off basis.
All other terms and conditions remain unchanged.
Signed in Stamford, Connecticut, this ________ day of _____, 2005.
ACE PROPERTY & CASUALTY
INSURANCE COMPANY through ACE TEMPEST
RE, USA. LLC.
BY
-------------------------------------
TITLE
----------------------------------
32
Contract No.: Please Advise
ENDORSEMENT NO. 1
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
to
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
issued to
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
And any other associated, affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDING, LTD.,
DELAWARE
by
AMERICAN RE-INSURANCE COMPANY
DELAWARE
It is understood and agreed that effective October 1, 2004, at 12:01 a.m.,
Standard Time, this Contract is extended for one month to November 1, 2005, at
12:01 a.m., Standard Time. It is also hereby mutual understood and agreed that
this Contract is amended as follows:
Article 5, QUOTA SHARE PARTICIPATION is amended to read as follows:
A. With respect to a Loss that arises under Business Covered under this
Contract, the Reinsurer shall be liable to reinsure and indemnify the Reassured
for:
1. The Reassured's Net Loss, each coverage, each Policy, each Wrongful
Act or Occurrence, each Named Insured or Additional Named Insured(s)
but the Reinsurer's liability shall not exceed 50% of $2,000,000 in
all for any one Net Loss each coverage, each Policy, each Wrongful Act
or Occurrence, each Named Insured or Additional Named Insured(s) or
$6,000,000 in the aggregate, each Policy, each Named Insured or
Additional Named Insured(s), and
2. In addition to Net Loss as provided for above, ninety percent (90%) of
any amount of (i) Extra-contractual Obligations or (ii) Loss Excess of
Policy Limits that arises from Business Covered, each coverage, each
Policy, each Named Insured or Additional Named Insured(s) but the
Reinsurer's
33
liability for any Extra-contractual Obligations or Loss Excess of
Policy Limits shall not exceed an amount equal to its 50% quota share
of 90% of the Treaty Limit hereon; and
3. In addition to the above, with respect to Declaratory Judgement
Expenses, its 50% quota share of any Declaratory Judgement Expenses
("DJ Expenses"), but the Reinsurers' liability for such DJ Expenses
shall not exceed an amount equal to its 50% quota share of two times
the Treaty Limit hereon, each Coverage, each Policy, each Wrongful Act
or Occurrence each Named Insured or Additional Named insured(s) unless
such DJ Expenses constitutes the only liability on the part of the
Reassured, in which case, DJ expenses shall also be deemed to be
included as part of the Reassured's Net Loss.
B. In addition to the above, the Reinsurer shall reinsure and reimburse the
Reassured for its quota share of a pro rata proportion of all Loss Adjustment
Expenses associated with the Business Covered which are not included as part of
the policy limit under the Reassured's policies reinsured hereunder, whether or
not Net Loss has been paid hereunder.
C. The Reassured shall be the sole judge of what constitutes one risk, Named
Insured or Additional Named Insured(s).
D. The Reassured is permitted to purchase facultative reinsurance and/or other
treaty reinsurance and shall deduct the premium thereof provided that the
reinsurance inures to the benefit of this treaty.
It is hereby mutually understood and agreed that effective November 1, 2005 at
12:01 a.m., Standard Time, this contract is cancelled on a run-off basis.
All other terms and conditions remain unchanged.
signed in Stamford, Connecticut, this _________ day of ______, 2005.
AMERICAN RE-INSURANCE COMPANY
BY
-------------------------------------
TITLE
----------------------------------
34
Contract No.: E25218.04
and signed in Farmington, Connecticut, this 9th day of December, 2005
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
and any other associated, affiliated or
subsidiary companies of
ALLEGHANY INSURANCE HOLDING, LTD.
DELAWARE
BY /s/ Xxxxxxx X. Xxxxx
-------------------------------------
TITLE
----------------------------------
ENDORSEMENT NO. 1
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
attaching to and forming part of
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY
QUOTA SHARE TREATY
(EFFECTIVE OCTOBER 1, 2004, 12:01 A.M., STANDARD TIME)
35
AMENDMENT TO PROGRAM ADMINISTRATOR AGREEMENT
WHEREAS, the Parties to the Program Administrator Agreement ("Agreement"), which
was effective as of October 1, 2004, have determined that the Agreement requires
certain amendments as indicated below; and
WHEREAS, the Parties have mutually agreed that the Agreement be amended pursuant
to Section XVI;
NOW THEREFORE, the Parties hereby agree as follows:
1. The opening paragraph of the Agreement, listing the parties to the
Agreement, is deleted in its entirety and replaced as follows:
"This Program Administrator Agreement ("Agreement") is effective as of
October 1, 2004 (the "Effective Date") between American Professional
Agency, Inc., the ("Program Administrator"), Darwin Professional
Underwriters Inc. ("the Company"), and Darwin National Assurance Company,
Platte River Insurance Company, and Darwin Select Insurance Company. The
parties hereto hereby agree as follows:"
2. Section XI, paragraph (B) of the Agreement, governing Termination, is
deleted in its entirety and replaced as follows:
"B. Either party shall have the right to terminate this Agreement by
written notice to the other party specifying the effective date of
such termination, which shall be not less than 180 days thereafter.
Provided, however, that in the event that the Company maintains access
for the Program Administrator to writing companies whose paper is
rated "A-" or better by A.M. Best, and has complied with the
obligations of this Agreement, the Program Administrator will not
terminate the Agreement and enter into a similar agreement with
another entity substantially covering the business formerly covered by
the Agreement without offering the Company the opportunity to match
the financial terms proposed in the agreement with the other."
3. Section XIV, Notices, shall be amended to replace the address for Darwin
Professional Underwriters, Inc., shown therein, as follows:
Darwin Professional Underwriters, Inc.
0 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000.
36
Endorsement No. One
To Cover Note No. E25218.04
DARWIN NATIONAL ASSURANCE COMPANY
PLATTE RIVER INSURANCE COMPANY
CAPITOL SPECIALTY INSURANCE CORPORATION
and any other associated, affiliated or subsidiary companies of
ALLEGHANY INSURANCE HOLDING LTD. DELAWARE
PSYCHIATRISTS PROFESSIONAL AND OFFICE LIABILITY QUOTA SHARE
It is hereby mutually understood and agreed that effective October 1, 2004, at
12:01 a.m., Standard Time, this contract is extended for one month to November
1, 2005 at 12:01 a.m., Standard Time. It is also hereby mutually understood and
agreed that this Contract is amended as follows:
Quota Share Participation The Reassured shall cede and the Reinsurers shall
accept 50% participation of the Reassured's net
liability on risks under all policies covered
hereunder. However, in no event shall the Reinsurers
be liable for more than 50% of $2,000,000 on any one
claim, any one policy or $6,000,000 in the aggregate
any one policy as original.
The Reassured shall retain 50% of all losses up to a
limit of liability of $2,000,000 on any one policy
or $6,000,000 in the aggregate any one policy as
original.
It is hereby mutually understood and agreed that effective November 1, 2005 at
12:01 a.m., Standard Time, this contract is cancelled on a run-off basis.
All other terms and conditions remain unchanged.
37
