EXHIBIT 10.4
AMENDMENT TO THE
RETROCESSION CONTRACT
This AMENDMENT TO RETROCESSION CONTRACT, effective as of October 1,
2003 (the "Amendment"), is made in respect of the RETROCESSION CONTRACT (the
"Retrocession Contract"), dated as of January 1, 2003, between SELECT
REINSURANCE LTD., a Bermuda company (the "Company"), and PXRE Reinsurance Ltd.,
a Bermuda Company (the "Reinsurer"), and beginning October 1, 2003, PXRE
REINSURANCE COMPANY, a Connecticut company, which, effective on such date, shall
be included in the definition of "Reinsurer" as hereinafter provided and
referred to separately in this Amendment as "PXRE Co.." while PXRE Reinsurance
Ltd. shall be referred to in this Amendment separately as "PXRE Ltd." and
"Reinsurer" shall be used to refer to either. Capitalized and other specialized
terms used herein but not otherwise defined shall have the meanings given to
such terms in the Retrocession Contract.
RECITALS
WHEREAS, the parties desire to amend the term of the Retrocession
Contract to reflect the participation of PXRE Co. as a Reinsurer effective
October 1, 2003;
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, it is hereby mutually agreed by the parties as follows:
1. The parties hereby agree that, effective as of October 1,
2003, PXRE Co. shall become a co-reinsurer under the
Retrocession Contract along with PXRE Ltd. The Business
Covered pursuant to Article I of the Retrocession Contract
shall include all reinsurance programs ceded by PXRE Ltd. and
PXRE Co. pursuant to the Amended and Restated Facultative
Obligatory Quota Share Retrocessional Agreement between the
Company, PXRE Co. and PXRE Ltd. (the "Obligatory Treaty").
PXRE Co. shall be obligated under the terms of the
Retrocessional Contract for reinsurance programs it cedes to
Company under the Obligatory Contract and PXRE Ltd. shall be
obligated under the terms of the Retrocessional Contract for
reinsurance programs it cedes to Company under the Obligatory
Contract. The parties shall agree how each Reinsurer shall
participate under the Retrocessional Contract with respect to
obligations of Company under the Variable Quota Share
Retrocessional Agreement when cessions thereunder are under
consideration.
2. For purposes of determining whether the Retention has been
exceeded with respect to any Loss Occurrence, the Ultimate Net
Losses ceded by both PXRE Co. and PXRE Ltd. under the
Obligatory Treaty shall be aggregated. Once the Retention is
exceeded, PXRE Co. and PXRE Ltd. shall be severally liable for
their proportionate share of:
(a) the ratio of (i) the losses ceded to Company by each
Reinsurer under the Obligatory Treaty from the Loss
Occurrence, to (ii) Ultimate Net Loss of Company from such
Loss Occurrence; and
(b) the Limit in the ratio of each Reinsurers obligations for
Ultimate Net Loss from each Loss Occurrence until the Limit is
reached; provided however that in no event shall aggregate
liability of the Reinsurers exceed the Limit.
3. The Reinsurance Premium payable by the Company pursuant to
Article 6 shall be allocable to each Reinsurer hereunder based
upon the ratio of premium ceded by such Reinsurer to the
Company under the Obligatory Treaty compared to the total of
such premium.
4. Article 21 of the Retrocession Contract is hereby amended and
replaced as follows:
Each Reinsurer and the Company shall have, and may exercise at
any time, the right to offset any amounts due from one party
to the other or, to the extent permitted by applicable law,
such other's successor, including a successor by operation of
law. Such offset may only include amounts due under this
Agreement and any other reinsurance agreements heretofore or
hereafter entered into between such Reinsurer and the Company,
regardless of whether such amounts are in respect of premiums,
or losses or otherwise, and regardless of the capacity of any
party, whether as reinsurer or reinsured, under the various
agreements involved; provided that:
(a) upon the occurrence of an Event of Insolvency with respect
to PXRE Co., the Company shall, except where prohibited by
applicable law, have the right to offset any balance due to
Company from PXRE Co. against any amounts due from the Company
to PXRE Ltd.;
(b) An "Event of Insolvency" shall mean an event whereby one
of the parties hereto becomes subject to insolvency,
liquidation, rehabilitation proceedings, administrative
supervision or governmental action related to the impaired
financial position of such party.
5. This Amendment shall be construed and enforced in accordance
with, and governed by, the laws of the State of New York
(other than any mandatory conflict of law rule which might
result in the application of the law of any other
jurisdiction); provided that in the event of an insolvency
proceeding of a party, the law of Bermuda relating to
insolvency shall govern, except if the insolvent entity is
PXRE Co., the law of Connecticut relating to insolvency shall
govern, in each case as to insolvency proceedings in such
jurisdictions.
In witness whereof, the parties hereto have executed this Amendment at
their principal places of business, effective as of October 1, 2003.
PXRE Reinsurance Company
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
(Name and Title) Xxxx X. Xxxxxxxx, Vice President
PXRE Reinsurance Ltd.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
(Name and Title) Xxxxxx X. Xxxxx, CFO
Select Reinsurance Ltd.
By: /s/ Xxxxx Xxxxxx
----------------------------
(Name and Title) Xxxxx Xxxxxx, Treasurer
