Exhibit 10.4
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REINSURANCE AGREEMENT
EFFECTIVE
JANUARY 1, 2003
BETWEEN
WINDSOR INSURANCE COMPANY,
REINSURER
AND
GREAT AMERICAN INSURANCE COMPANY AND AFFILIATES
REASSURED
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TABLE OF CONTENTS
ARTICLE 1 Business Covered.......................................................Page 1
ARTICLE 2 Reinsuring Clause......................................................Page 1
ARTICLE 3 Obligatory Agreement...................................................Page 2
ARTICLE 4 Definitions............................................................Page 2
ARTICLE 5 Consideration..........................................................Page 3
ARTICLE 6 Administration.........................................................Page 4
ARTICLE 7 Term...................................................................Page 5
ARTICLE 8 Reinsurance Follows Original Policies..................................Page 5
ARTICLE 9 Joint Reinsurance Programs.............................................Page 5
ARTICLE 10 Reports................................................................Page 5
ARTICLE 11 Renewals and New Business..............................................Page 6
ARTICLE 12 Assistance and Cooperation.............................................Page 7
ARTICLE 13 Indemnification........................................................Page 7
ARTICLE 14 Termination............................................................Page 7
ARTICLE 15 Access to Records......................................................Page 7
ARTICLE 16 Errors and Omissions...................................................Page 7
ARTICLE 17 Notice Provision.......................................................Page 8
ARTICLE 18 Insolvency.............................................................Page 8
ARTICLE 19 Non-Assignability......................................................Page 9
ARTICLE 20 Unauthorized Reinsurance...............................................Page 9
ARTICLE 21 Arbitration...........................................................Page 10
ARTICLE 22 Miscellaneous.........................................................Page 11
Signatures............................................................Page 12
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REINSURANCE AGREEMENT
(hereinafter referred to as the "Agreement")
THIS AGREEMENT, entered into as of the 1st day of January, 2003, by and between
Great American Insurance Company and its affiliates signatory hereto
(hereinafter "Reassured") and Windsor Insurance Company (hereinafter
"Reinsurer").
ARTICLE 1
BUSINESS COVERED
Reassured hereby cedes to Reinsurer and Reinsurer hereby assumes from Reassured
one hundred percent (100%) of Reassured's ultimate net liability for Ultimate
Net Aggregate Losses (as hereinafter defined) under all policies, certificates,
binders, contracts or agreements of personal lines insurance (other than
business written directly by Reassured and not through any of Reassured's
independent insurance agents or brokers) written by Reassured's personal lines
division and attributed to summing code 0063 and profit center 3480 which are or
were in force on or prior to the date hereof or issued or renewed after the date
hereof ("Reassured's Business"). Reassured's Business shall include all such
personal lines insurance business assumed by Reassured under the Pooling
Agreement in effect between Reassured and affiliated insurance companies and all
such personal lines business distributed to profit centers which preceded or
which succeed and replace the profit centers listed above.
ARTICLE 2
REINSURING CLAUSE
A. Except as provided in paragraphs B and C below with respect to New York
and New Jersey business, Reinsurer shall be liable to pay 100% of the
Ultimate Net Aggregate Losses together with all other obligations which
arise out of Reassured's Business, including, without limitation, all
obligations relating to or arising out of any insolvency pool, guaranty
fund, FAIR plan, wind pool, auto facility, hurricane catastrophe fund or
other similar plan or fund.
B. 1) Reassured will be responsible for, and Reinsurer will not
assume, all New York assigned risk assessments and assignments
generated by Reassured's Business written prior to January 1,
2003. Reinsurer will be responsible for and will assume all New
York assigned risk assessments and assignments based on
Reassured's Business written pursuant to Article 11 hereof on or
after January 1, 2003.
2) New York assigned risk assessments and assignments referred to
in 1) above shall be allocated among the members of the holding
company group of which Reinsurer and Reassured were a part as of
September 30, 2002 ratably in the same manner as they have
historically been allocated with excess credits, if any, being
allocated among and between the members at no cost to any of the
members.
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C. 1) Reassured shall be obligated for any liabilities or requirements
to the extent that they arise out of any dispute between
Reassured and Palisades Insurance Company and/or Palisades
Safety and Insurance Association in connection with the Master
Transfer Agreement dated as of September 5, 2002, between the
parties.
2) Reassured's Business will not include any voluntary business in
New Jersey with an effective date after December 31, 2002.
Reinsurer shall not be responsible for any (a) assigned risk
assessments or assignments, or (b) other involuntary assessments
(including excess profits owed), which are attributable to New
Jersey, regardless of the date thereof.
ARTICLE 3
OBLIGATORY AGREEMENT
The liability of Reinsurer with respect to all business reinsured under this
Agreement is obligatory and the liability shall begin and end simultaneously
with that of the Reassured. Reassured shall not make or agree to any
alterations, waivers, cancellations, or changes in rates, terms, or conditions
in connection with the business subject to this Agreement without the consent of
Reinsurer, which consent shall not be unreasonably withheld or delayed, unless
the same are required by law or regulation.
ARTICLE 4
DEFINITIONS
A. "Ultimate Net Aggregate Losses" shall mean the sum of:
1) Actual loss payments paid in settlement of claims or suits or in
satisfaction of judgments on Reassured's Business less any
Salvage collected;
2) Loss Expense paid in connection with Reassured's Business;
3) Extracontractual Obligations arising from conduct of Reinsurer
or Reassured and paid in connection with the handling or
resolution of any losses reinsured hereunder;
4) All losses, loss adjustment expenses and costs paid in
connection with Corporate Obligations, including, without
limitation, all costs and expenses incurred in claims, suits,
arbitrations, regulatory proceedings and other proceedings in
connection therewith; and
5) Less collectible reinsurance on Reassured's Business.
B. "Loss Expense" shall mean all expenses incurred in the investigation,
adjustment, and defense of all claims under the Reassured's Business,
including, without limitation, loss expenses, court costs, declaratory
judgment expenses, and pre-judgment and post-judgment interest. Loss
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Expense shall also include any ordinary and reasonable unallocated loss
adjustment expense incurred by Reassured in the handling of claims
arising out of Reassured's Business.
C. "Salvages" shall mean any recovery, including any subrogation recovery,
made in connection with a claim or loss, less expenses paid in making
such recovery. All salvages, recoveries, and payments recovered or
received subsequent to a loss payment under this Agreement shall be
applied as if recovered and received prior to the loss payment and all
necessary adjustments shall be made by the parties.
D. "Extracontractual Obligations" shall mean those liabilities not covered
under any other provision of this Agreement and which arise from or in
connection with the operation, administration, underwriting or claim
handling on the Reassured's Business, such liabilities arising because
of, but not limited to, the following: failure to settle within the
policy limit, or by reason of alleged or actual negligence, fraud or bad
faith in rejecting an offer of settlement, or denying coverage, or in
the preparation or prosecution of an appeal consequent upon such action.
The date on which an Extracontractual Obligation is incurred by
Reassured shall be deemed, in all circumstances, to be the date of the
action taken or not taken giving rise to the extracontractual action.
"Extracontractual Obligations" shall also include losses in excess of
policy limits of Reassured's original policy, such loss in excess of
limit having been incurred because of failure by Reassured or Reinsurer
to settle within the policy limit or by reason of alleged or actual
negligence, fraud, or bad faith in rejecting coverage or an offer of
settlement or in the preparation of the defense or in the trial of any
action against an insured or reinsured or in the preparation of
prosecution of an appeal consequent upon such action. For purposes of
this definition, the word "loss" shall mean any amounts for which
Reassured would have been contractually liable to pay had it not been
for the limit of the original policy.
In no event shall coverage for Extracontractual Obligations be provided
hereunder to the extent that such coverage is not permitted under New
York law.
E. "Corporate Obligations" shall mean all liabilities related to
Reassured's Business other than (a) Extracontractual Obligations and (b)
claims payments, including loss adjustment expenses, and (c) other
obligations for which a reserve has been transferred to Reinsurer. The
date on which a Corporate Obligation is incurred by Reassured shall be
deemed, in all circumstances, to be the date of the action taken or not
taken giving rise to the obligation.
ARTICLE 5
CONSIDERATION
In consideration for the assumption by Reinsurer of that portion of
Reassured's Business which is or was in force on or prior to the date
hereof, Reassured shall transfer to Reinsurer funds
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and/or securities equal in market value to $115.3 Million. In
consideration for the assumption by Reinsurer of that portion of
Reassured's Business issued or renewed after the date hereof, Reinsurer
shall receive one hundred percent (100%) of the net premiums received by
Reassured on such business and shall pay to Reassured a ceding
commission equal to Reassured's cost of producing such business. In
addition to the ceding commission on Reassured's Business issued or
renewed after the date hereof, Reinsurer shall pay a fronting fee on
such business equal to four-tenths of one percent (.4%) of gross
premiums received. The amount of the fronting fee shall be increased in
the event that Infinity Property and Casualty Corporation is no longer
an affiliate, as defined by statutory accounting rules, of American
Financial Group, Inc. in an amount sufficient to fully compensate
Reassured for the amount of any increased Standard & Poors' capital
charge for unaffiliated companies reinsurance recoverables. "Net
premiums" shall mean gross premiums received less return premiums and
premiums paid for reinsurance ceded to other than Reinsurer.
ARTICLE 6
ADMINISTRATION
A. Reinsurer shall be entitled to receive and retain for its own account
all incoming sums of money on or in connection with Reassured's Business
due or becoming due to Reassured on or after the effective date hereof.
B. The parties agree that Reinsurer shall have the right and obligation, at
its expense, to exercise and perform all of Reassured's rights and
obligations in connection with Reassured's Business and Reassured hereby
assigns, transfers, and grants to Reinsurer the rights, powers, and
privileges of Reassured to exercise and perform the same. Without
limiting the foregoing, it is agreed that Reinsurer shall have the right
and/or obligation to:
1) give, receive, execute, issue, and deliver all notices,
endorsements, waivers, demands, proofs, and agreements of every
kind and nature which may be necessary or desirable in
connection with the policies or any reinsurance in connection
with the policies covered by this Agreement;
2) ask, demand, attach, xxx for, recover, receive, and receipt for
all premiums, debts, and sums of money due or becoming due on,
under or in connection with Reassured's Business;
3) to adjust, settle, pay, defend, arbitrate, and/or compromise any
and all claims under or in connection with Reassured's Business;
and
4) prosecute or defend any action which Reinsurer deems necessary
or desirable in order to exercise the rights, powers, and
privileges granted to Reinsurer hereunder.
C. The parties agree that in fulfilling Reinsurer's obligations under
Section B(3) above, the Reinsurer or its designated representative shall
adjust, settle, or compromise all losses in
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connection with policies reinsured under this Agreement. All such
adjustments, settlements, and compromises shall be paid by Reinsurer
from its own funds. The Reinsurer shall have vested rights in salvage,
subrogation, and recoveries under any claims made against policies
covered by this Agreement. The Reinsurer also shall pay all loss expense
in the investigation, adjustment, appraisal, or defense of all claims
under policies reinsured under this Agreement and Reinsurer shall have
the right to receive any recoveries of such expense. The obligations and
duties of Reinsurer under this provision shall continue after the
termination of this Agreement as to all policies reinsured hereunder
until any and all claims under policies reinsured under this Agreement
no longer exist or are resolved.
ARTICLE 7
TERM
This Agreement shall be effective as of the 1st day of January, 2003 at 12:01
A.M. and shall continue in force unless and until cancelled in accordance with
the termination provisions of Article 14 of this Agreement.
ARTICLE 8
REINSURANCE FOLLOWS ORIGINAL POLICIES
Reinsurance ceded under this Agreement is subject to the terms and conditions of
the original policy or policies comprising Reassured's Business and
automatically follows all changes in coverages and all endorsements made a part
of such original policy or policies, provided, however, that any such changes
made by Reassured after the effective date of this Agreement are consented to by
Reinsurer, which consent shall not be unreasonably withheld or delayed.
ARTICLE 9
JOINT REINSURANCE PROGRAMS
To the extent that Reassured and Reinsurer participate or have participated in
any joint reinsurance programs, such participation shall continue and shall be
prorata based on each party's prorata portion of both premiums and losses.
ARTICLE 10
REPORTS
Within thirty (30) days after the close of each calendar month during the term
of this Agreement, after Reinsurer has moved Reassured's Business to its
systems, Reinsurer shall furnish to Reassured reports of transactions relating
to Reassured's Business, including (a) all premiums written and earned; (b) a
summary of losses and loss expenses split between paid, less salvage received,
and outstanding, both reported and unreported, for the current calendar year and
inception to date; and (c) such other
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information which Reassured may reasonably request or which may be required to
complete Reassured's annual statement or other reports required by any
governmental authority with jurisdiction over Reassured. Such reports shall be
furnished by Reassured to Reinsurer until Reassured's Business is moved to
Reinsurer's systems.
ARTICLE 11
RENEWALS AND NEW BUSINESS
A. For three years after the effective date of this Agreement, Reassured
shall and shall cause its affiliates to write Reassured's Business as
requested by Reinsurer under the Service Agreement dated effective
January 1, 2003 between American Financial Group, Inc. and Infinity
Property and Casualty Corporation in compliance with the form and rate
filings then in effect and all such business shall be reinsured 100% by
Reinsurer hereunder. Reinsurer has the sole and exclusive right to renew
the policies, which are subject to this Agreement. The parties
acknowledge that the Reassured may engage in the personal lines business
and may write personal lines policies which shall not be subject to the
terms of this Agreement.
B. Reinsurer intends to appoint all of the agents of Reassured who produced
the Reassured's Business to offer the Reinsurer's own policies and
contracts of insurance to renew and replace the personal lines policies.
Reassured authorizes Reinsurer to make such appointments.
C. If, from the termination date of this Agreement and thereafter,
Reinsurer is unable to renew for any reason whatsoever, the personal
lines business on its own policies and contracts of insurance, then,
upon Reinsurer's written request, Reassured shall offer to renew such of
the personal lines business which Reinsurer cannot renew on its own
policies. If, during this same period, Reinsurer is unable to issue for
any reason whatsoever a policy or contract of insurance representing new
business, which policy or contract would have been personal lines
business had the policy been in force on the effective date of this
Agreement then, upon Reinsurer's written request, Reassured shall offer
to issue policies or contracts of insurance for such new business. All
policies and contracts of insurance issued by Reassured under this
Article shall be deemed to be personal lines business reinsured
hereunder for all purposes of this Agreement. Likewise, if Reinsurer
does not for any reason renew any of the personal lines business and
Reassured is required to renew it, such renewal policies shall be deemed
to be personal lines business reinsured hereunder. All policies and
contracts of insurance issued by Reassured under this Article shall be
reinsured one hundred percent (100%) by Reinsurer with no portion of the
liabilities thereunder ceded by Reassured to other reinsurers as if this
Agreement had not terminated.
D. Reinsurer shall be responsible for all fees, assessments and assignments
levied against Reassured by any state insolvency pool or guaranty fund
which are based on premiums written or earned on the business written
pursuant to this Article.
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ARTICLE 12
ASSISTANCE AND COOPERATION
Reassured agrees to cooperate fully with Reinsurer with respect to claims or
other disputes arising out of or in connection with Reassured's Business.
Reassured shall give prompt notice to Reinsurer of any claims or lawsuits made
or brought against Reassured arising out of or in connection with Reassured's
Business.
ARTICLE 13
INDEMNIFICATION
Reinsurer shall defend and indemnify Reassured against and hold Reassured
harmless from any costs, expenses, and fees of any type incurred in connection
with the defense of any action in connection with business covered by this
Agreement, including, without limitation, damages, fines or penalties of any
kind that may result from Reinsurer's performance or failure to perform any or
all obligations under this Agreement.
ARTICLE 14
TERMINATION
Notwithstanding the foregoing, the obligations under this Agreement may be
terminated at any time upon terms mutually acceptable to the parties, including
adequate security for outstanding obligations at the time of termination. Except
as provided in Article 11, this Agreement shall not apply to any insurance
business written or assumed by Reassured after December 31, 2006 unless this
Agreement is extended by mutual agreement of the parties to apply to insurance
business written after such date.
ARTICLE 15
ACCESS TO RECORDS
Reinsurer and Reassured shall each allow the other and all regulatory agencies
having jurisdiction to inspect at all reasonable times all of its records with
respect to Reassured's Business and with respect to claims, losses, or legal
proceedings which involve or are likely to involve Reassured's Business.
ARTICLE 16
ERRORS AND OMISSIONS
Inadvertent delays, errors, or omissions made in connection with the business
under this Agreement shall not relieve either party from any liability which
would have attached to it had such delay, error, or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.
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ARTICLE 17
NOTICE PROVISION
Notices, requests, demands, or other communications given pursuant to or in
connection with this Agreement, shall be in writing and shall be personally
delivered or sent by first class mail, postage prepaid to the addresses as
follows:
REINSURER:
Windsor Insurance Company
00000 Xxxxx Xxxx Xxx
Xxxxxxxxxx, XX 00000
REASSURED:
Great American Insurance Company
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: General Counsel
ARTICLE 18
INSOLVENCY
Notwithstanding any other provision to the contrary, in the event of the
insolvency of Reassured, the reinsurance provided by this Agreement shall be
payable by Reinsurer on the basis of the liability of Reassured for the business
reinsured hereunder, without diminution because of such insolvency, directly to
Reassured or its liquidator, receiver or statutory successor.
Reinsurer shall be given written notice of the pendency of each claim or loss
which may involve the reinsurance provided by this Agreement within a reasonable
time after such claim or loss is filed in the insolvency proceedings. Reinsurer
shall have the right to investigate each such claim or loss and interpose, at
its own expense, in the proceeding where the claim or loss is to be adjudicated,
any defense available to Reassured, its liquidator, receiver, or statutory
successor. The expense thus incurred by Reinsurer shall be chargeable, subject
to court approval, against the insolvent Reassured as part of the expense of
liquidation to the extent of the proportionate share of the benefit which may
accrue to Reassured solely as a result of the defense undertaken by Reinsurer.
Nothing contained in this Article is intended to change the relationship of the
parties to this Agreement or to enlarge upon the rights or obligations of either
party hereunder except as provided herein. Its intent is to pay the statutory
successor of Reassured on the basis of the amount of liability determined in the
liquidation or receivership proceeding rather than on the basis of the actual
amount of loss paid by the liquidator, receiver, or statutory successor to
allowed claimants.
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ARTICLE 19
NON-ASSIGNABILITY
Neither Reassured nor Reinsurer may assign any of its rights or obligations
under this Agreement without the express written consent of the other, except
that the Reassured may assign its rights under this Agreement to any of its
affiliates in connection with a merger involving the Reassured or in connection
with the acquisition of substantially all the assets of the Reassured.
ARTICLE 20
UNAUTHORIZED REINSURANCE
A. If any jurisdiction in which any portion of Reassured's Business was
written shall not permit Reassured, in the statements required to be
filed with such jurisdiction's regulatory authority(ies), to receive
full credit as admitted reinsurance for the reinsurance provided by
Reinsurer under this Agreement, Reinsurer agrees to fund such
obligations (hereinafter referred to as "Reinsurer's Obligations") by
funds withheld, cash advances, Letter of Credit or Trust Agreement. The
Reinsurer shall have the option of determining the method of funding
provided the Reassured receives full credit for Reinsurer's Obligations
from insurance regulatory authorities having jurisdiction over
Reassured's reserves.
B. When funding by a Letter of Credit, the Reinsurer agrees to apply for
and secure timely delivery to the Reassured 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 Reassured's reserves in an amount equal to the
Reinsurer's proportion of said reserves. Such 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 (sixty (60) days where
required by insurance regulatory authorities) prior to any expiration
date the issuing bank shall notify the Reassured by certified or
registered mail that the issuing bank elects not to consider the Letter
of Credit extended for any additional period.
C. The Reinsurer and Reassured 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 Reassured or any successor, by operation of law,
of the Reassured including, without limitation, any liquidator,
rehabilitator, receiver or conservator of the Reassured for the
following purposes, unless otherwise provided for in a separate Trust
Agreement:
1. to reimburse the Reassured for the Reinsurer's Obligations, the
payment of which is due under the terms of this Agreement and
which has not been otherwise paid;
2. to make refund of any sum which is in excess of the actual
amount required to pay the Reinsurer's Obligations under this
Agreement.
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D. In the event the amount drawn by the Reassured on any Letter of Credit
is in excess of the actual amount determined to be due, the Reassured
shall promptly return to the Reinsurer the excess amount so drawn.
E. The issuing bank shall have no responsibility whatsoever in connection
with the propriety of withdrawals made by the Reassured or the
disposition of funds withdrawn, except to ensure that withdrawals are
made only upon the order of properly authorized representatives of the
Reassured.
F. At annual intervals, or more frequently as agreed but never more
frequently than quarterly, the Reassured shall prepare a specific
statement of the Reinsurer's Obligations, for the sole purpose of
amending the Letter of Credit, in the following manner:
1. 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 Reassured of an amendment to the
Letter of Credit increasing the amount of credit by the amount
of such difference.
2. If, however, the statement shows that the Reinsurer's
Obligations are 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 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.
ARTICLE 21
ARBITRATION
As a condition precedent to any right arising hereunder, any dispute between
Reassured and Reinsurer arising out of the provisions of this Agreement, or
concerning its interpretation or validity, whether arising before or after
termination of this Agreement, shall be submitted to arbitration in the manner
hereinafter set forth.
Unless the parties agree upon a single arbitrator within 30 days after the
receipt of a notice of intention to arbitrate, all disputes shall be submitted
to an arbitration panel composed of two arbitrators and an umpire, chosen in the
manner described below.
The members of the arbitration panel shall be chosen from persons knowledgeable
in the insurance and reinsurance business with no prior or present business or
personal connection to either party or another arbitrator. Unless a single
arbitrator is agreed upon, the party requesting arbitration (hereinafter
referred to as the "claimant") shall appoint an arbitrator and give written
notice thereof, by registered or certified mail, return receipt requested, to
the other party (hereinafter referred to as the "respondent") together with the
notice of intention to arbitrate. Within 30 days after receiving such notice,
the respondent shall also appoint an arbitrator and notify the claimant thereof.
Before instituting a hearing, the two arbitrators so appointed shall choose an
umpire. If, within 20 days after the appointment of the
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arbitrator chosen by the respondent, the two arbitrators fail to agree upon the
appointment of an umpire, each of them shall nominate two individuals to serve
as umpire, of whom they shall decline two and the umpire shall be chosen from
the remaining two by drawing lots. The name of the individual first drawn shall
be the umpire.
If the respondent fails to appoint an arbitrator within 30 days after receiving
a notice of intention to arbitrate, such arbitrator shall be appointed by the
claimant who shall then, together with the first arbitrator appointed by the
claimant, choose an umpire as provided in the preceding paragraph of this
Article.
Any arbitration instituted pursuant to this Article shall be held in Cincinnati,
Ohio unless some other place is mutually agreed upon by Reassured and Reinsurer.
Unless otherwise extended by the arbitration panel, or agreed to by the parties,
each party shall submit its case to the panel within 30 days after the selection
of an umpire.
All proceedings before the panel shall be informal and the panel shall not be
bound by the formal rules of evidence. The panel shall also have the power to
fix all procedural rules relating to the arbitration proceeding. In reaching any
decision, the panel shall give due consideration to the customs and usages of
the insurance and reinsurance business, and shall make their award with a view
of effecting the general purpose of this Agreement rather than in accordance
with a literal interpretation of the language.
The arbitration panel shall render its decision within 60 days after conclusion
of the proceeding, which decision shall be in writing, stating the reasons
therefor. The decision of the majority of the panel shall be final and binding
on the parties to the proceeding. Judgment may be entered upon the final
decision of the arbitrators in any court having jurisdiction. No punitive
damages may be awarded.
Unless otherwise allocated by the panel, all costs of the arbitration
proceeding, including the fees of the arbitrators and umpire, shall be borne
equally among the parties.
ARTICLE 22
MISCELLANEOUS
A. On or before the thirtieth (30th) day following the end of each calendar
quarter during the term hereof any balance due to any of the parties
hereto shall be remitted in cash to the party(ies) owed.
B. This Agreement expresses the entire understanding of the parties and
supercedes any prior agreements or understandings concerning the subject
matter hereof. No amendment to or waiver of any provision of this
Agreement shall be valid unless it is in writing and signed by all of
the parties.
C. This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate effective as of January 1, 2003.
WINDSOR INSURANCE COMPANY
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------
Title: Vice President
------------------------------
GREAT AMERICAN INSURANCE COMPANY GREAT
AMERICAN ALLIANCE INSURANCE COMPANY GREAT
AMERICAN ASSURANCE COMPANY GREAT AMERICAN
CONTEMPORARY INSURANCE COMPANY GREAT
AMERICAN E & S INSURANCE COMPANY GREAT
AMERICAN FIDELITY INSURANCE COMPANY GREAT
AMERICAN INSURANCE COMPANY OF NEW YORK GREAT
AMERICAN PROTECTION INSURANCE COMPANY GREAT
AMERICAN SECURITY INSURANCE COMPANY GREAT
AMERICAN SPIRIT INSURANCE COMPANY GREAT
TEXAS COUNTY MUTUAL INSURANCE COMPANY
By: /s/ XXX XXXXXX XXXXX
-----------------------------------------
Name: Xxx Xxxxxx Xxxxx
-------------------------------
Title: Vice President
------------------------------
GREAT AMERICAN LLOYD'S INSURANCE COMPANY
By its Attorney-In-Fact, Great American
Lloyd's, Inc.
By: /s/ XXX XXXXXX XXXXX
-----------------------------------------
Name: Xxx Xxxxxx Xxxxx
-------------------------------
Title: Vice President
------------------------------
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