BUSINESS TRANSFER AND MANAGEMENT AGREEMENT
------------------------------------------
This Agreement (the "Agreement") is made and entered into as of the 28th day of
January, 1998 (the "date hereof"), by and among VESTA FIRE INSURANCE CORPORATION
and its affiliated companies named below (collectively "Vesta"), and CIGNA
PROPERTY AND CASUALTY INSURANCE COMPANY and its affiliated companies named below
(collectively "CIGNA").
RECITALS
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A. This Agreement covers insurance business currently written by CIGNA which
is (i) classified as "Personal Lines - Select Markets", and (ii) consists
of Homeowners, Tenants, Condos, Dwellings, Valuable Personal Articles and
Personal Excess Business (the "Covered Business"), in the States listed on
Exhibit A hereto (the "States").
B. CIGNA desires to cease writing the Covered Business in the States in order
to devote its capital and attention to other lines of insurance.
C. Vesta is in the business of writing property and casualty insurance in the
States, has reviewed the Covered Business written by CIGNA, and desires to
become the replacement carrier for such Business in each of the States
except Florida.
D. CIGNA and Vesta desire to cooperate to effect the orderly transfer of the
Covered Business, except in Florida, from CIGNA to Vesta as the issuing
carrier, and to provide for reinsurance, management and related functions
between the parties while that orderly transfer is being effected.
WITNESSETH:
-----------
In consideration of the mutual covenants hereafter set forth and upon the terms
and conditions herein contained, the parties hereby agree as follows:
1. REINSURANCE TREATY: CIGNA desires to cede, and Vesta desires to assume,
------------------
liability for the Covered Business, pursuant to the terms of a 100% Quota
Share Reinsurance Treaty between CIGNA and Vesta (the "Treaty"). The Treaty
shall continue in effect for as long as CIGNA remains directly and
primarily liable for any Covered Business under policies written by CIGNA
as the issuing carrier. CIGNA's compensation for its undertakings under
this Agreement and the transactions contemplated hereby shall be as set
forth in the Treaty and as
otherwise provided herein. CIGNA and Vesta shall execute the Treaty
simultaneously with their execution of this Agreement. In the event of any
conflict or inconsistency between this Agreement and the Treaty, the Treaty
shall control.
2. TRANSFER OF COVERED BUSINESS: Vesta acknowledges that, under the
-----------------------------
agreements between CIGNA and the agents, brokers and producers pursuant to
which the Covered Business is written by CIGNA as the issuing carrier, the
consent and agreement of the agents, brokers and producers, and of the
holders of the underlying insurance policies, is required in order for the
Covered Business to be written by Vesta as the issuing carrier. CIGNA
agrees to work in good faith with Vesta to cause such agents, brokers and
producers, and such holders of policies, to accept Covered Business on
policies issued by Vesta. CIGNA and Vesta shall both use their good faith
efforts, and fully cooperate with one another, to accomplish the transfer
of the Covered Business to Vesta as expeditiously as possible. Until all of
the policies included in the Covered Business have been either (i) renewed
by Vesta as the issuing carrier, or (ii) renewed by another insurance
carrier at the election of the policyholder, CIGNA will continue to act as
the issuing carrier of such policies and shall remain directly and
primarily liable thereon; provided however that (x) CIGNA shall have the
right to nonrenew any such policies which have not been renewed by Vesta or
another insurance company after one year from the date hereof to the extent
that such nonrenewal is permitted by applicable State law, and (y) all such
policies which continue to be written by CIGNA shall be and remain subject
to the Treaty.
3. REGULATORY FILINGS BY VESTA: As soon as possible and in accordance with
----------------------------
the Transition Plan, Vesta will make all form, rate or other filings with,
and obtain approval from, all State insurance regulatory authorities which
are necessary for Vesta to issue the Covered Business on its own policies.
As written by Vesta for the first renewal period as the issuing carrier,
the Covered Business shall, to the extent reasonably practicable, be no
less favorable to policyholders than as written by CIGNA, except as may be
agreed by CIGNA after consultation with Vesta.
4. REGULATORY FILINGS BY CIGNA: As soon as possible and in accordance with
----------------------------
the Transition Plan, CIGNA will make all filings with regulatory
authorities in the States required in connection with bulk reinsurance laws
or other applicable statutes to permit the Treaty to take effect according
to its terms and to allow CIGNA credit for reinsurance under the Treaty on
its statutory books and otherwise.
5. MANAGEMENT BY CIGNA: CIGNA will continue to manage the policies included
--------------------
in the Covered Business until the earlier to occur of (i) the assumption by
Vesta of
2
management functions from CIGNA and the execution by CIGNA and Vesta of the
MGAA pursuant to Section 6 hereof, or (ii) the issuance of a policy by
Vesta or by another insurance company. Upon the issuance of a policy by
Vesta or another insurance company, CIGNA's management responsibilities for
such policy shall cease. While CIGNA retains management responsibility for
any policies included in the Covered Business, CIGNA will perform all such
functions in accordance with all applicable legal and industry standards
and in a manner consistent with the previous management of the Covered
Business by CIGNA.
6. MANAGEMENT BY VESTA; MANAGING GENERAL AGENT: At the end of one year from
--------------------------------------------
the date hereof, Vesta agrees to assume all management functions for CIGNA
with respect to all policies subject to the Covered Business, if any, which
have not been renewed by Vesta as the issuing carrier or by another
insurance company. The management functions to be assumed by Vesta shall
include, but not be limited to, (i) claims handling, (ii) customer service,
(iii) billing and collections, (iv) underwriting, and (v) regulatory
compliance and reporting. Vesta will manage the Covered Business on behalf
of CIGNA in accordance with all applicable legal and industry standards and
in accordance with the internal standards that Vesta has maintained and
enforced with respect to business written by Vesta similar to the Covered
Business. In connection with the transfer of management functions, CIGNA
will deliver or make available to Vesta copies of relevant claims files and
other supporting records and shall otherwise cooperate with Vesta to
facilitate the performance of such functions by Vesta in place of CIGNA.
The details of the transfer of functions will be established by mutual
agreement of the parties at the time depending on the State or States and
the number of policies involved. With respect to CIGNA's regulatory
compliance and reporting obligations for Covered Business managed by Vesta,
Vesta shall ensure that CIGNA has the data required in the necessary form
to satisfy all current and future informational, reporting, prior approval,
rate and form filing, and other requirements imposed by any insurance
regulatory authority, court, governmental body or other administrative or
regulatory agency (federal, state or otherwise). In addition, Vesta shall
provide to CIGNA such periodic reports on the Business managed by Vesta as
CIGNA shall reasonably request. At the time Vesta assumes management
functions hereunder from CIGNA, CIGNA and Vesta (or an affiliate thereof)
shall enter into a Managing General Agency Agreement (the "MGAA") on terms
customary in the industry and mutually acceptable to the parties, under
which Vesta shall be authorized to issue policies on behalf of CIGNA as
the issuing carrier. If, when Vesta has assumed management functions from
CIGNA hereunder and the MGAA is in effect, CIGNA's Financial Institutions
group desires to issue Covered Business in support of other lines of
business of the Financial Institutions group, Vesta agrees to manage such
business as part of its management functions for CIGNA hereunder pursuant
to the
3
MGAA. In addition to any compensation provided for in the MGAA, CIGNA
agrees to reimburse Vesta for any incremental costs incurred by Vesta in
issuing such policies.
7. TRADEMARKS: CIGNA and Vesta agree that subject only to the limited,
----------
nonexclusive license granted to Vesta in this Section 8, as between Vesta
and CIGNA. CIGNA is the owner of all right, title and interest in and to
the tradenames, trademarks and service marks used by CIGNA in connection
with the Covered Business (collectively, the "Trademarks") and all
Intellectual Property Rights, as hereinafter defined, in and to any of the
foregoing. For purposes of this Agreement, the term "Intellectual Property
Rights" shall mean all copyrights (including, without limitation, the
exclusive right to reproduce, distribute copies of, display and perform the
copyrighted work and to prepare derivative works), copyright registrations
and applications, trademark rights (including, without limitation,
registrations and applications), patent rights, trade names, trade secrets,
moral rights, author's rights, rights in packaging, goodwill and other
intellectual property rights, and all renewals and extensions thereof,
regardless of whether any of such rights arise under the laws of the United
States or any other state, country or jurisdiction. Notwithstanding the
foregoing, CIGNA grants to Vesta a nonexclusive license to use the
Trademarks during the term of this Agreement, but solely in connection with
the provision of management functions on behalf of CIGNA as herein
provided, and subject to such directions and guidelines as CIGNA may issue
from time to time.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF VESTA: Vesta represents,
--------------------------------------------------
warrants and covenants that:
A. DUE QUALIFICATION. Vesta is qualified and authorized to do business in
each jurisdiction where the nature of its performance of its
responsibilities under this Agreement requires qualification or
authorization.
B. LICENSES. Vesta is and shall remain, and its employees, agents and/or
representatives are, or shall become, and remain, licensed in whatever
capacity is required by the insurance regulatory authorities of those
jurisdictions requiring licensure to perform Vesta's responsibilities
under this Agreement in a proper and timely manner. Vesta shall bear
any and all costs related to its own licensing and the licensing of
its employees, agents and/or representatives. Vesta is and shall
remain in compliance with all laws and regulations in each
jurisdiction in which it is licensed to do business.
C. ADEQUATE RESOURCES. Vesta has and shall maintain at its own
4
expense adequate business premises, adequately qualified and
experienced personnel, and adequate equipment, including but not
limited to, data processing hardware and software, to perform its
management functions hereunder in a timely and proper manner.
D. YEAR 2000. Except to the extent of the involvement of its agents,
brokers and producers, as to which Vesta makes no representation or
warranty, Vesta will manage the Covered Business on behalf of CIGNA
into the year 2000 and beyond according to standards of performance
which are not substantially less than were in force prior to the year
2000.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CIGNA: CIGNA represents,
--------------------------------------------------
warrants and covenants that:
A. DUE QUALIFICATION. CIGNA is qualified and authorized to do business in
each jurisdiction where the nature of its performance of its
responsibilities under this Agreement requires qualification or
authorization.
B. LICENSES. CIGNA is and shall remain, and its employees, agents and/or
representatives are, or shall become, and remain, licensed in whatever
capacity is required by the insurance regulatory authorities of those
jurisdictions requiring licensure to perform CIGNA's responsibilities
under this Agreement in a proper and timely manner. CIGNA shall bear
any and all costs related to its own licensing and the licensing of
its employees, agents and/or representatives. CIGNA is and shall
remain in compliance with all laws and regulations in each
jurisdiction in which it is licensed to do business.
C. YEAR 2000. Except to the extent of the involvement of its agents,
brokers and producers, as to which CIGNA makes no representation or
warranty, CIGNA will manage the Covered Business into the year 2000
and beyond according to standards of performance which are not
substantially less than were in force prior to the year 2000.
10. PRESS RELEASE; CONFIDENTIALITY:
------------------------------
(a) The parties shall agree on the language of any press release and the
initial communications to policyholders, employees, agents, brokers and
producers to be issued in connection with the execution of the Agreement.
Thereafter, Vesta may communicate with policyholders, agents, brokers and
producers without CIGNA's prior consent and CIGNA may communicate with its
employees without Vesta's prior consent.
5
(b) The terms of this Agreement and the transactions contemplated hereby
(the "Confidential Information") are confidential and shall not be
disclosed by either party without the prior written consent of the other
party (except to those of its officers, directors and/or affiliates whose
responsibilities make the acquisition of such knowledge necessary or
appropriate): provided, however, that in the event that either party (or
any of its representatives) receives a request to disclose all or any part
of the Confidential Information under the terms of a valid and effective
subpoena or order issued by a court of competent jurisdiction or a
governmental body, that party shall (i) immediately notify the other party
of the existence, terms and circumstances surrounding such a request; (ii)
consult with the other party on the advisability of taking legally
available steps to resist or narrow such request, and (iii) if, in the
written opinion of counsel to the party requested to disclose Confidential
Information, disclosure of such information is required, exercise its best
efforts to obtain an order or other reliable assurance that confidential
treatment will be accorded to the Confidential Information.
11. NON-COMPETITION: For a period of two (2) years from the date hereof, CIGNA
----------------
agrees that neither it nor any of its current or future affiliates will
issue, underwrite or reinsure insurance of the specific types written by
the Personal Lines-Select Markets group within CIGNA's property and
casualty division and included in the Covered Business. If any other group
within that division proposes to write insurance of the type classified as
homeowners, that group will not write such business within such two (2)
year period without Vesta's prior consent, which shall not be unreasonably
withheld; provided, however, that this limitation shall not apply to (i)
force placed homeowners insurance written in the property and casualty
division's Financial Institutions group, (ii) homeowners insurance written
in the property and casualty division's Financial Institutions group in
support of other lines of business of the Financial Institutions group, or
(iii) homeowners insurance issued to farmers in Texas and other States as
part of a so-called farm package. In addition, CIGNA agrees that, for the
two (2) year period stated above, the customer list involved in the Covered
Business will not be used as a basis for soliciting any homeowners
insurance business which is otherwise permitted by this Section 11.
12 INDEMNIFICATION:
----------------
(a) Vesta shall, to the fullest extent permitted by law, indemnify, defend
and hold harmless CIGNA, its affiliates, officers, directors, employees
and agents from and against any and all losses, as defined below, which
CIGNA may suffer, incur or pay arising out of or resulting from (i) Vesta's
performance or failure to perform any of the management functions assumed
by Vesta hereunder (on or after the date it assumed, or was obligated to
assume, responsibility to provide such
6
services); and/or (ii) any inaccuracy in or breach by Vesta of any of the
representations and warranties, covenants or agreements of Vesta set forth
in this Agreement.
(b) CIGNA shall, to the fullest extent permitted by law, indemnify and hold
harmless Vesta, its affiliates, officers, directors, employees and agents
from and against any and all losses, as defined below, which Vesta may
suffer, incur or pay arising out of or resulting from (i) CIGNA's
performance or failure to perform any of the management functions it has
agreed to perform hereunder, or (ii) any inaccuracy in or breach by CIGNA
of any of the representations and warranties, covenants or agreements of
CIGNA set forth in this Agreement.
(c) For purposes of this Section 10, (i) the term "Indemnitee(s)" shall
mean the party and/or officers, directors, employees and/or agents of the
party being indemnified hereunder; (ii) the term "Indemnitor" shall mean
the indemnifying party hereunder, and (iii) the term "Loss" or collectively
"Losses" shall mean any and all direct or indirect demands, damages
(including, without limitation, extra contractual, excess of policy or
certificate limits, punitive or exemplary damages), payments, obligations,
claims, suits, actions or causes of action, investigations, proceedings,
taxes, fines or penalties (including, without limitation, those imposed by
any regulatory authorities), assessments, losses, liabilities, and costs
and expenses incurred in connection with any of the foregoing, including,
without limitation, attorney's fees and/or interest on any amount payable
to a third party as a result of the foregoing, and any legal or other
expenses reasonably incurred in connection with investigating or defending
any claims, suits, actions, investigations or proceedings whether or not
resulting in any liability, and all amounts paid in settlement of such
claims, suits, actions, investigations or proceedings.
(d) If an Indemnitee asserts that the Indemnitor has become obligated to
indemnify it hereunder, or if any suit, action, investigation, claim or
proceeding is begun, made or instituted as a result of which the Indemnitor
may become obligated to the Indemnitee, the Indemnitee shall give written
notice to the Indemnitor within a sufficiently prompt time (if practicable)
to avoid prejudice to the Indemnitor specifying in reasonable detail the
facts upon which the claimed right to indemnification is based. If the
Indemnitor is Vesta, Vesta shall assume the defense of such suit, action,
investigation, claim or processing, and the Indemnitee(s) shall have the
right (but not the obligation) to participate at their own expense by
counsel of their choice in such defense and shall in any event cooperate
with and assist Vesta to the extent reasonably possible. If the Indemnitor
is CIGNA, CIGNA shall assume the defense of such suit, action,
investigation, claim or processing, and the Indemnitee(s) shall have the
right (but
7
not the obligation) to participate at their own expense by counsel of their
choice in such defense and shall in any event cooperate with and assist
CIGNA to the extent reasonably possible. In no event shall the Indemnitor,
without the prior written consent of the Indemnitee(s), consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to the
Indemnitee(s) of a release from all liability in respect to such suit,
action, investigation, claim or proceeding. In all events, the Indemnitor
shall give notice to the Indemnitee(s) prior to the entry of any judgment,
the execution of any judgment or the execution of any settlement agreement.
13. INDEPENDENT CONTRACTOR RELATIONSHIP: Vesta's relationship with CIGNA shall
-----------------------------------
be that of an independent contractor, and nothing in this Agreement shall
be construed as creating the relationship of employer and employee between
Vesta, and its officers, directors, employees or agents on the one hand,
and CIGNA and its officers, directors, employees or agents, on the other
hand, or the relationship of a partnership or joint venture between the
parties.
14. TERM OF AGREEMENT: This Agreement shall become effective on the date hereof
-----------------
and shall remain in force for as long as the Treaty and/or the MGAA remains
in force, unless terminated pursuant to Section 15 of this Agreement;
provided, however, that, notwithstanding anything herein to the contrary,
Vesta's obligations to maintain records shall survive until the applicable
statute of limitations has expired with respect to any cause of action that
might be brought in connection with any claim or any other act, omission or
transaction related to the subject matter of such records.
15. TERMINATION: (a) CIGNA shall have the right to terminate this Agreement
-----------
with respect to matters still to be performed by Vesta upon the occurrence
of any one or more of the following events (after CIGNA has given Vesta
written notice of same and Vesta has had a period of thirty (30) days to
cure):
A. The dissolution of Vesta or the liquidation, rehabilitation,
receivership or conservatorship of Vesta under any applicable
insurance law of any State;
B. The revocation, suspension or termination of any license required to
be held by Vesta to fully and properly perform its responsibilities
under this Agreement;
C. The commission by Vesta of any fraud against CIGNA;
8
D. Breach by Vesta of any material provision of this Agreement; or
E. The termination of the Treaty or the MGAA pursuant to the terms
thereof.
Upon any such termination Vesta shall, at Vesta's own expense, return all
records pertaining to the Covered Business and the policies related thereto
to CIGNA (or CIGNA's designee) and shall fully cooperate in every
practicable way to ensure the smoothest possible transfer back to CIGNA (or
its designee) of the responsibility for the management functions previously
assumed by Vesta from CIGNA.
(b) Vesta shall have the right to terminate this Agreement with respect to
matters still to be performed by CIGNA upon the occurrence of any one or
more of the following events (after Vesta has given CIGNA written notice of
same and CIGNA has had a period of thirty (30) days to cure):
A. The commission by CIGNA of any fraud against Vesta;
B. Breach by CIGNA of any material provision of this Agreement; or
C. The termination of the Treaty or the MGAA pursuant to the terms
thereof.
16. ARBITRATION:
-----------
(a) As a condition precedent to any right of action hereunder, any dispute
or difference of opinion arising out of, with respect to or in connection
with this Agreement shall be submitted to arbitration before an arbitration
panel consisting of one arbitrator to be chosen by CIGNA, the other by
Vesta, and the third arbitrator (the "Umpire") to be chosen by the two
arbitrators. All of the arbitrators shall be active or retired
disinterested executive officers of insurance or reinsurance companies or
Lloyd's Underwriters. In the event that either party fails to choose an
arbitrator within thirty (30) days following a written request by the other
party to do so, the requesting party may choose a second arbitrator on
behalf of the other party. If the two arbitrators fail to agree upon the
selection of an Umpire within thirty (30) days following their appointment,
each arbitrator shall nominate three candidates within ten (10) days
thereafter, two of whom the other shall decline, and the decision between
the remaining two candidates shall be made by drawing lots.
(b) The decision of a majority of the arbitrators shall be final and
binding on both parties. Judgment upon the final decision of the
arbitrators may be entered in any court of competent jurisdiction.
9
(c) Each party shall bear the expense of its own arbitrator, and shall
jointly and equally bear with the other the expense of the Umpire and of
the arbitration. In the event that the two arbitrators are chosen by one
party, as provided above, the expense of the arbitrators, the Umpire and
the arbitration shall be equally divided between the two parties.
(d) Any arbitration proceedings shall take place in Philadelphia,
Pennsylvania unless another location is mutually agreed upon by the parties
to this Agreement or by a majority of the arbitrators. Notwithstanding the
situs of the arbitration, the arbitrators, shall apply the law of
Pennsylvania (but not the arbitration law of that State, the intent of the
parties being that the United States Arbitration Act. 9.U.S.C. Section 1,
et seq. shall control questions of arbitrability, confirmation, vacatur and
-- ---
the like).
17. GENERAL PROVISIONS:
-------------------
(a) All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been given if delivered by hand,
overnight courier or mailed by first-class, registered mail, return receipt
requested, postage and registry fees prepaid, and addressed as follows:
(i) If to CIGNA:
Xxxxxx X. Xxxx
President
CIGNA Property and Casualty
Insurance Company
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(ii) If to Vesta:
Xxx Xxxxx
Senior Vice President
Vesta Fire Insurance Corporation
0000 Xxxxx Xxx Xxxxx
Xxxxxxxxxx, XX 00000
Either party by notice in writing given to the other in the manner
specified above may change the name and address to which payments, notices,
requests, demands, or other communications it shall be given.
10
(b) Neither this Agreement nor any terms hereof may be changed, waived,
discharged or terminated orally except by an instrument in writing signed
by the party against which enforcement of such change, waiver, discharge or
termination is sought. No delay on the part of any party in exercising any
right, power of privilege hereunder shall operate as a waiver thereof. Nor
shall any waiver on the part of any party of any right, power of privilege,
nor any single or partial exercise of any such right, power of privilege,
preclude any further exercise thereof or the exercise of any other such
right, power or privilege.
(c) The provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties to this Agreement and
their respective successors and assigns.
(d) In no event shall Vesta assign any of its rights, duties, or
obligations under this Agreement (including by operation of law) without
the prior written approval of CIGNA.
(e) Notwithstanding anything to the contrary, this Agreement is not
intended to, and shall not be construed to, confer rights on any persons
other than the signatories to this Agreement and their respective
successors and assigns.
(f) In the event any provision of this Agreement shall be rendered
invalid, illegal or unenforceable by the laws, regulations or public policy
of any competent jurisdiction, (a) that shall not invalidate or render
unenforceable any other provision of this Agreement; and (b) the parties
shall thereafter renegotiate in good faith the terms and conditions of such
provisions as it applies to such jurisdiction, and renegotiate in good
faith such other terms and provisions of this Agreement (if any) which are
affected by the illegality or unenforceability of such provisions it
applied to such jurisdiction.
(g) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement shall become
effective when one or more counterparts have been signed by each party
hereto and delivered to the other party hereto.
(h) Except for the Treaty, this Agreement, together with the Exhibits
attached hereto, embodies the entire Agreement and understanding between
CIGNA and Vesta with respect to the subject matter hereof and supersedes
any prior oral or written agreements or understandings with respect to the
subject matter hereof.
(i) All costs and expenses incurred in connection with this Agreement and
the
11
transactions contemplated hereby shall be paid by the party incurring such
costs.
(j) This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania without giving effect to the principles of conflicts of laws
thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
above written.
VESTA FIRE INSURANCE CORPORATION CIGNA PROPERTY AND CASUALTY
INSURANCE COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ --------------------------
VESTA INSURANCE CORPORATION ATLANTIC EMPLOYERS
INSURANCE COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ --------------------------
SHEFFIELD INSURANCE CORPORATION BANKERS STANDARD FIRE AND
MARINE COMPANY
By: [SIGANTURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE
------------------------------ ---------------------------
VESTA LLOYDS INSURANCE COMPANY BANKERS STANDARD INSURANCE
COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ---------------------------
THE HAWAIIAN INSURANCE AND CENTURY INDEMNITY COMPANY
GUARANTY CO., LTD.
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE
------------------------------ ---------------------------
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VESTA COUNTY MUTUAL CIGNA FIRE UNDERWRITERS
INSURANCE COMPANY INSURANCE COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
SHELBY INSURANCE COMPANY CIGNA INDEMNITY INSURANCE
COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
AFFIRMATIVE INSURANCE CIGNA INSURANCE COMPANY
COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
INSURA PROPERTY AND CIGNA INSURANCE COMPANY
CASUALTY INSURANCE OF ILLINOIS
COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
SHELBY CASUALTY CIGNA INSURANCE COMPANY
INSURANCE COMPANY OF THE MIDWEST
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ ------------------------------
13
CIGNA INSURANCE COMPANY
OF OHIO
By: [SIGNATURE ILLEGIBLE]
----------------------------
INDEMNITY INSURANCE
COMPANY OF NORTH AMERICA
By: [SIGNATURE ILLEGIBLE]
----------------------------
INSURANCE COMPANY OF
NORTH AMERICA
By: [SIGNATURE ILLEGIBLE]
----------------------------
PACIFIC EMPLOYEES INSURANCE
COMPANY
By: [SIGNATURE ILLEGIBLE]
----------------------------
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Exhibit A
---------
Covered Business: States Written
--------------------------------
Alaska
Alabama
Arkansas
Arizona
California
Colorado
Connecticut
DC
Delaware
Florida
Georgia
Hawaii
Iowa
Idaho
Illinois
Indiana
Kansas
Kentucky
Louisiana
Massachusetts
Maryland
Maine
Michigan
Minnesota
Mississippi
Missouri
Montana
North Carolina
North Dakota
Nebraska
New Hampshire
New Jersey
New Mexico
Nevada
New York
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Texas
Tennessee
Utah
Virginia
Vermont
Washington
Wisconsin
West Virginia
Wyoming
