EXHIBIT 10.4
QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
COMPANY: CONTINENTAL CASUALTY COMPANY, Chicago, IL
BUSINESS COVERED: Business classified by the Company as Accountants'
Professional Liability for members of the American Institute
of Certified Public Accountants.
COMMENCEMENT AND Covering claims made and/or losses discovered on policies
TERMINATION: having effective dates during the 12 month term beginning
July 1, 1997. Run-off to policy expiration, termination, or
next anniversary date, whichever comes first, plus unlimited
discovery period. A claim first made under any discovery
period coverage shall be deemed to have been made on the day
the original policy expired or was cancelled and the
premium, for such discovery period coverage, shall be
considered fully earned on the last day the original policy
was in force.
The Company may exercise the option to cut off the
Reinsurer's liability as of July 1, 1998, but no later than
the first anniversary of termination, by giving the
Reinsurer thirty (30) days prior written notice of its
intent to do so. The Reinsurer will return to the Company
the unearned reinsurance premium applicable to the unexpired
liability as calculated on a monthly pro rata basis, less
the rate of commission. If the Company requests the return
of the unearned premium reserve, the Reinsurer will continue
to be liable for its pro-rata share of the aggregate losses
after such (termination) cut-off date, being pro rata as to
the time such original policies are in force under this
Agreement.
EXCLUSIONS: As attached.
TERRITORY: To follow the Company's original policies.
INSURING CLAUSE: 10% Quota Share of up to $1,000,000 each policy, each claim
and in the aggregate where applicable. The Reinsurer's share
of the Company's net retained liability shall not be more
than 10% of $1,000,000 each covered policy for each claim or
annual aggregate where applicable.
In the event that a loss involves more than one of the
Company's policies, this Agreement shall provide coverage
for each and every policy in such loss.
In addition, as respects each loss, the Reinsurer agrees to
pay a 10% quota share of up to $1,000,000 of any Excess of
Original
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
INSURING CLAUSE: Policy Limit; and, in addition as respects each loss, the
(continued) Reinsureragrees to pay a 10% quota share of up to
$1,000,000 of any Extra Contractual Obligation.
LOSS EXPENSE: As per the attached Losses, Loss Adjustment Expenses
Subrogation & Salvage Clause.
PREMIUM: 10% of the Original Gross Premium for up to $1,000,000 for
limits attaching.
CEDING COMMISSION: 28.5% of Original Gross Premium for limits attaching.
OTHER The Company will be permitted to purchase facultative
REINSURANCE: reinsurance on any risk it desires and to deduct the
premium thereof.
FUNDING OF As per the attached Letters of Credit Clause
RESERVES:
REPORTS AND As per the attached Clause.
REMITTANCES:
OTHER PROVISIONS: Original Conditions: The Reinsurer will be subject to the
terms, conditions, interpretations, waivers, modifications
and alterations of the Company's policies that are the
subject of this Agreement.
Inter-Company Pooling Clause
Definitions Clause
Losses, Loss Adjustment Expenses Subrogation & Salvage (as
per the attached Clause)
ECO/XPL
Insolvency Clause
Access to Records Clause (as per the attached Clause)
Errors and Omissions Clause
Amendments Clause
Arbitration Clause
Service of Suit Clause
Taxes Clause
Interest Penalty Clause (as per the attached Clause)
Currency Clause
Offset (this Agreement only)
WORDING: As expiring or as agreed.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
We ask that you review the terms and conditions set forth hereon. Assuming that
you find everything in order, please indicate your acceptance and approval by
signing and returning one (1) copy of this Placement Slip.
Reinsurer: AmerInst Insurance Company
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Signed Line: /s/ Xxxxxx X. Xxxxxxxxxx, President
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Accepted & Approved By: Xxxxxx X. Xxxxxxxxxx, President
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
EXCLUSIONS
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This Agreement shall not apply to and specifically excludes:
A. all assumed reinsurance; except as respects inter-company reinsurance.
B. policies written on other than a claims made form;
C. loss or liability accruing to the Company directly or indirectly from any
insurance written by or through any pool or association including pools or
associations in which membership by the Company is required by any statutes
or regulations;
D. loss or liability excluded under the Nuclear Incident Exclusion Clauses -
Liability - Reinsurance (U.S.A. and Canada) attached to this Agreement;
E. all liability of the Company 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,
however denominated, established or governed, which provides for any
assessment of or payment or assumption by the Company 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, fee or other obligation in whole or in part.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
LOSSES, LOSS ADJUSTMENT EXPENSES, SUBROGATION AND SALVAGES
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Losses shall be reported by the Company in summary form as hereinafter provided.
The Company will have the right to settle all claims under its policies. All
loss settlements made by the Company, whether under strict policy conditions or
by way of compromise, shall be binding upon the Reinsurer. The Reinsurer agrees
to pay or allow, as the case may be, as stated in Article 4, its proportionate
share of the amount of any settlement, award, or judgment paid by the Company or
for which the Company has become liable to pay (including interest accrued prior
to final judgment if included as part of loss on reinsured policies) after
deduction of all recoveries, salvages, subrogations and reinsurance, whether
recovered or not.
In addition, the Reinsurer shall also be liable for its' proportionate share of
loss expenses as respects losses covered under this Agreement, unless the policy
reinsured hereunder includes such loss expenses within the limit of liability.
In that instance, loss expense will be considered as part of the loss. Loss
expense as used in this Agreement will mean all expenses incurred by the Company
in the investigation, appraisal, adjustment, litigation and/or defense of claims
under policies reinsured hereunder, including court costs, interest accrued
prior to final judgment if included as expense on reinsured policies, and
interest accrued after final judgment, but excluding internal office expenses,
salaries, per diem, and other remuneration of regular Company employees.
However, in the event a verdict or judgment is reduced by an appeal or a
settlement, subsequent to the entry of the 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 will be prorated
between the Reinsurer and the Company in the proportion that each benefits from
such reduction or reversal, and the expenses incurred up to the time of the
original verdict or judgment will be (a) pro rated in proportion to each party's
interest in such verdict or judgment, or (b) when the terms and conditions of
the Company's original policies reinsured hereunder include expense as part of
the policy limit, be added to the Company's loss.
Regardless of whether or not the policy reinsured hereunder includes loss
expenses within the limit of liability, in addition, the Reinsurer shall bear
its proportionate share of all legal expenses and other costs incurred in
connection with coverage questions and legal actions connected thereto arising
under policies covered by this Agreement. The Reinsurer's proportionate share
of these costs and expenses will be the same as the Reinsurer's proportionate
share of "loss" as defined herein.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
ACCESS TO RECORDS
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The Reinsurer, or their duly accredited representative, will have access to the
books and records of the Company on matters reasonably relating to this
reinsurance at all reasonable times for the purpose of obtaining information
concerning this Agreement or the subject matter hereof. Except as provided in
the following sentence, access to premium records is restricted to within four
years of the expiration of this Agreement. The Reinsurer will be permitted
access to premium records subsequent to the aforementioned period only on the
condition that either a) there are no balances payable hereunder by the
Reinsurer that are overdue as provided in the Interest Penalty Article of this
Agreement or b) the Reinsurer has funded all balances due hereunder in an
interest bearing trust fund or with a Letter of Credit as hereinafter provided.
Should the Reinsurer choose option b) of the foregoing paragraph, the Reinsurer
agrees to provide the Company a Trust Agreement established at Xxxxxx Guaranty
Trust Company of New York, New York, or at a mutually agreed successor Trustee,
or a clean, irrevocable, and evergreen Letter of Credit, issued by Xxxxxx
Guaranty Trust Company of New York, New York, or by a mutually agreed bank, of
which the Company will be the beneficiary, which will secure in full all
balances due from the Reinsurer to the Company with respect to this Agreement.
Such Trust Agreement and/or Letter of Credit will be established under laws of
the state of New York and will meet all requirements of the state regulatory
authorities applicable to the Company. The Reinsurer is responsible for all
costs associated with providing such Trust Agreement and/or Letters of Credit as
required under this Article.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
INTEREST PENALTY
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The interest amounts provided for in this Article will apply to the Reinsurer or
to the Company in the following circumstances:
A. Loss payment owed by the Reinsurer to the Company shall have a due date to
the Company of 90 calendar days following the date of the billing and/or
proof of loss.
B. Payment of any premium shall be due to the Reinsurer within 90 calendar days
of the date specified in this Agreement. Any premium adjustments will be due
by the debtor party within 150 calendar days of the expiration of this
Agreement.
C. Payment on return of premiums, commissions, profit sharing or any amounts not
provided in paragraph A. or B. above, shall have the due date as specified in
this Agreement. If no due date is specified, the due date shall be 90 days
following the date of billing.
D. Failure by the Reinsurer or the Company to comply with their respective
payment obligations within the time periods as herein provided will result in
a compound interest penalty payable at a rate equal to the 90 day Treasury
Xxxx rate as published in the Money Rate Section or any successor section of
The Wall Street Journal on the first business day following the date a
remittance becomes due, plus 1% per annum, to be compounded and adjusted
quarterly. Any interest that occurs pursuant to this Article shall be
calculated by the party to which it is owed. The accumulation of the number
of days that any payment is past due will stop on the date that the
Intermediary, where applicable, receives payment.
E. The validity of any claim or payment may be contested under the provisions of
this Agreement. If the debtor party prevails in an arbitration or any other
proceeding, there shall be no interest penalty due. Otherwise, any interest
will be calculated and due as outlined above.
F. If a Reinsurer advances payment of any claim it is contesting, and prevails
in the contest, the Company shall return such payment plus pay interest on
same, calculated as per the provisions of this Article.
G. Any interest which occurs pursuant to this Article may be waived by the party
to which it is owed. Further, any interest which is calculated pursuant to
this Article that is $100 or less shall be waived. Waiver of such interest
shall not affect the waiving party's rights to similar interest for any other
failure by the other party to make payment when due under this Article.
H. Nothing in this Article shall diminish any legal remedies that either party
may have against the other.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
REPORTS AND REMITTANCES
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A. Within 30 days after the end of each calendar month, the Company shall
report to the Reinsurer:
1. Ceded net written premium for the month;
2. Ceding commission thereon;
3. Ceded losses and loss adjustment expenses paid during this month.
The positive balance of (1) less (2) less (3) shall be remitted by the
Company 30 days after the end of the following calendar quarter. Any
balance shown to be due the Company shall be remitted by the Reinsurer
within 30 days after the end of the following calendar quarter after
receipt and verification of the Company's report.
B. Within 30 days after each calendar quarter, the Company shall report to the
Reinsurer the ceded unearned premiums and ceded outstanding loss reserves
as of the end of the calendar quarter.
C. Annually the Company shall furnish the Reinsurer with such information as
the Reinsurer may require to complete its Annual Convention Statement.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
LETTERS OF CREDIT
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As regards policies or bonds issued by the Company within the scope of this
Agreement, the Company agrees that when it shall file with the insurance
regulatory authority or set up on its books reserves for losses, unearned
premium reserves and loss development allowance (to be calculated using the
formula below) covered hereunder which it shall be required by law to set up, it
will forward to the Reinsurer a statement showing the proportion of such
reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees that
it will apply for and secure delivery to the Company of a clean, irrevocable and
unconditional Letter of Credit, issued by a bank, and containing provisions
acceptable to the insurance regulatory authorities having jurisdiction over the
Company's reserves in an amount equal to the Reinsurer's proportion of reserves
in respect of losses, unearned premium reserves and loss development allowances
and allocated loss adjustment expense relating thereto, and losses and allocated
loss adjustment expense paid by the Company but not recovered from the Reinsurer
as shown in the statement prepared by the Company (hereinafter referred to as
"Reinsurer's Obligations").
The Reinsurer hereby agrees to fund a Letter of Credit, as described below, for
a total amount of $4,125,000 by December 31, 1994, with additions to same as
described below.
The Letter of Credit shall be issued for a period of not less than one year, and
shall be automatically extended for one year from its date of expiration or any
future expiration date unless thirty (30) days prior to any expiration date the
issuing bank shall notify the Company by certified or registered mail that the
issuing bank elects not to consider the Letter of Credit extended for any
additional period.
The Reinsurer and the Company agree that the Letters of Credit provided by the
Reinsurer pursuant to the provisions of this Agreement may be drawn upon at any
time, notwithstanding any other provision of this Agreement, and be utilized by
the Company or any successor, by operation of law, of the Company including,
without limitation, any liquidator, rehabilitator, receiver or conservator of
the Company for the following purposes, unless otherwise provided for in a
separate Trust Agreement:
A. to reimburse the Company for the Reinsurer's Obligations, the payment of
which is due under the terms of this Agreement and which has not been
otherwise paid;
B. to make refund of any sum which is in excess of the actual amount required to
pay the Reinsurer's Obligations under this Agreement;
C. to fund an account with the Company for the Reinsurer's Obligations. Such
cash deposit shall be held in an interest bearing account separate from the
Company's other assets, and interest thereon not in excess of the prime rate
shall accrue to the benefit of the Reinsurer.
In the event the amount drawn by the Company on any Letter of Credit is in
excess of the actual amount required for A) or C), the Company shall promptly
return to the Reinsurer the excess amount so drawn. All of the foregoing shall
be applied without diminution because of insolvency on the part of the Company
or the Reinsurer.
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QUOTA SHARE REINSURANCE AGREEMENT
1997 PLACEMENT SLIP
LETTERS OF CREDIT (continued)
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The issuing bank shall have no responsibility whatsoever in connection with the
propriety of withdrawals made by the Company or the disposition of funds
withdrawn, except to ensure that withdrawals are made only upon the order of
properly authorized representatives of the Company.
At annual intervals, or more frequently as agreed, but never more frequently
than quarterly, the Company shall prepare a specific statement of the
Reinsurer's Obligations, for the sole purpose of amending the Letter of Credit,
in the following manner:
A. if the statement shows that the Reinsurer's Obligations exceed the balance of
credit as of the statement date, the Reinsurer shall, within thirty (30) days
after receipt of notice of such excess, secure delivery to the Company of an
amendment to the Letter of Credit increasing the amount of credit by the
amount of such difference;
B. if however, the statement shows that the Reinsurer's Obligations are less
than the balance of credit as of the statement date, the Company shall within
thirty (30) days after receipt of written request from the Reinsurer, 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.
Loss development allowance to be calculated as follows:
Original Gross Premium less the Ceding Commission = Net Premium x 85% ultimate
loss ratio = ultimate loss x the factor indicated below at each stated calendar
quarter:
Calendar Quarter Factor
at 4th calendar quarter 100%
at 8th calendar quarter 85%
at 12th calendar quarter 70%
at 16th calendar quarter 40%
at 20th calendar quarter 30%
at 24th calendar quarter 20%
at 28th calendar quarter 10%
at 32nd calendar quarter 5%
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