INTERESTS AND LIABILITIES AGREEMENT (the “Agreement”) of ALTERRA BERMUDA LIMITED (the “Subscribing Reinsurer”) with respect to the CASUALTY CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT (the “Contract”) issued to AMERICAN INTERSTATE INSURANCE...

INTERESTS AND LIABILITIES AGREEMENT (the “Agreement”) of ALTERRA BERMUDA LIMITED (the “Subscribing Reinsurer”) with respect to the CASUALTY CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT (the “Contract”) issued to AMERICAN INTERSTATE INSURANCE...

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Exhibit 10.23

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

ALTERRA BERMUDA LIMITED

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 5.00% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

The share of the Subscribing Reinsurer in the interests and liabilities of the “Reinsurer” shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 1 day of February, 2012.


93948003-12 (1-1-12)				12/21/11
Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

ARCH REINSURANCE COMPANY

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 7.50% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 12^th day of January, 2012.


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Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

XXXXXX UNDERWRITING AGENCIES LIMITED (#2003)

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which arc now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 26^t^h day of January, 2012.


XXXXXX UNDERWRITING, INC.
on Behalf of XXXXXX UNDERWRITING AGENCIES LIMITED (#2003)

By		/s/ Xxxxx X. D’erriw
Print Name		Xxxxx X. D’erriw
Title		Senior Underwriter


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Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

HANNOVER RUCKVERSICHERUNG AG

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 7.50% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1,2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 13^th day of January, 2012.


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Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

LLOYDS UNDERWRITING SYNDICATE #5151 MRE

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 7.50% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 18^th day of January, 2012


IOA RE		IOA Re on Behalf of
on Behalf of SYNDICATE 5151 MRE AT LLOYDS		Syndicate 5151 MRE at Lloyd’s UNDER BINDING AUTHORITY
By	/s/ Xxxxxxx Xxxxxxxx	REFERENCE: 11126
Print Name	Xxxxxxx Xxxxxxxx	IOA Re REFERENCE:
Title	Vice President	69035


93948003-12 (1-1-12)				12/21/11
Casualty Catastrophe XOL - l&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

MUNICH REINSURANCE AMERICA, INC.

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1,2012 and shall continue in force until 12:01 a.m., Standard Time, January 1,2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this January day of 20^th, 2012.


MUNICH REINSURANCE AMERICA, INC.

By		/s/ Xxxxxxx Xxxxxxxx
Print Name		Xxxxxxx Xxxxxxxx
Title		SVP


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Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

TOKIO MILLENNIUM RE LTD.

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 24^th day of January, 2012


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Casualty Catastrophe XOL - I&L

Market Reform Contract — EXEMPT

Client Requirement


XXXXXX LIMITED		576 WIL

Agreement Number	:	USX4990

Reinsured	:	Amerisafe Insurance Group

Type of Risk	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

Period	:	12 months commencing 1^st January 2012

		The “Risk Details” section represents only a convenient summary of the Contractual Wording and is not itself contractually binding.


CLIENT SHORTNAME WFNA	CLIENT REF./ CONTACT 93948003-12

PREVIOUS REF. URX4990	CONTRACT DOCUMENT DATE	NO. OF DOCS UNDER SAME UMR One

CLIENT LONGNAME Xxxxxx Re Inc. Texas

REINSURED LONGNAME	Amerisafe Insurance Group

BROKERAGE ARRANGEMENTS / SHARING INCLUDING FEES / SPECIAL INSTRUCTIONS 15% Brokerage, Split 10% Xxxxxx Re Inc and 5% Xxxxxx London

ACCOUNT EXECUTIVE	Xxxxxx Xxxxxxx	XXXX.	00000

SIGNED		DATE

2^nd PAIR OF EYES SIGNED		DATE

LONDON TECHNICIAN	Xxxxx Xxxxx	EXTN.	17994

RELATED CONTRACTS

OP RESP CODE 08494	WORDING SWDG

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority.

Registered office 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered number 181116 England and Wales.

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT


93948003-12 (1-1-12)				12-21-11
Casualty Catastrophe XOL Contract


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

RISK DETAILS


REINSURED		Amerisafe Insurance Group

TYPE		Casualty Catastrophe Excess of Loss Reinsurance Contract.

PERIOD		This Contract will apply to all losses occurring during the period January 1, 2012, 12:01 a.m. Standard Time (as set forth in the Company’s polices), to January 1, 2013, 12:01 a.m. Standard Time.

TAXES PAYABLE BY REINSURED AND ADMINISTERED BY REINSURERS		None.

RECORDING, TRANSMITTING AND STORING INFORMATION		Where Xxxxxx Limited maintains risk and claim data / information / documents Xxxxxx Limited may hold data / information / documents electronically.

REINSURER CONTRACT DOCUMENTATION		This contract document details the contract terms entered into by the Reinsurers and constitutes the contract document.

		The contract change document(s) signed by Reinsurers shall form the evidence of the changes agreed.

		Full contractual wording (93948003-12 [12-21-11]) is incorporated.

The “Risk Details” section represents only a convenient summary of the Contractual Wording and is not itself contractually binding.


NB/08-12-2011		Risk Details Page 1

		Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XXX 0XX. Registered Number 181116 England and Wales.

TABLE OF CONTENTS


ARTICLE		PAGE
I	BUSINESS COVERED		1

II	TERM		2

III	SPECIAL TERMINATION		2

IV	DEFINITIONS		4

	Act of Terrorism		4

	Declaratory Judgment Expense		4

	Extra Contractual Obligations/Loss in Excess of Policy Limits		4

	Loss Adjustment Expense		5

	Loss Occurrence		5

	Net Earned Premium		6

	Policy		6

V	TERRITORY		6

VI	EXCLUSIONS		6

VII	TERRORISM ACT RECOVERIES		9

VIII	COVERAGE		9

IX	REINSTATEMENT		10

X	SPECIAL ACCEPTANCE		10

XI	ACCOUNTING BASIS		11

XII	REINSURANCE PREMIUM		11

XIII	NOTICE OF LOSS AND LOSS SETTLEMENTS		11

XIV	LIABILITY OF REINSURERS		12

XV	LATE PAYMENTS		13

XVI	ANNUITIES AT THE COMPANY’S OPTION		14

XVII	AGENCY AGREEMENT		14

XVIII	SUBROGATION		14

XIX	ERRORS AND OMISSIONS		14

XX	OFFSET		15

XXI	CURRENCY		15

XXII	TAXES		15

XXIII	FEDERAL EXCISE TAX		15

XXIV	RESERVES AND FUNDING		16

XXV	NET RETAINED LINES		17

XXVI	THIRD PARTY RIGHTS		18

XXVII	SEVERABILITY		18


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Casualty Catastrophe XOL Contract


XXVIII	GOVERNING LAW	18

XXIX	INSPECTION OF RECORDS	18

XXX	CONFIDENTIALITY	19

XXXI	SUNSET AND COMMUTATION	20

XXXII	INSOLVENCY	21

XXXIII	ARBITRATION	22

XXXIV	SERVICE OF SUIT	23

XXXV	ENTIRE AGREEMENT	25

XXXVI	MODE OF EXECUTION	25

XXXVII	INTERMEDIARY	25

	Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A.


93948003-12 (1-1-12)				12-21-11
Casualty Catastrophe XOL Contract

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

between

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

and

THE SUBSCRIBING REINSURER(S) EXECUTING THE

INTERESTS AND LIABILITIES AGREEMENT(S)

ATTACHED HERETO

(the “Reinsurer”)

ARTICLE I

BUSINESS COVERED

By this Contract the Reinsurer agrees to reinsure the excess liability of the Company under its Policies that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers’ Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Xxxxxxxxx and Harbor Workers’ Compensation Act, Xxxxx Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions and General Liability business, subject to the terms, conditions and limitations hereafter set forth.

The Reinsurer further agrees to reinsure the excess liability of the Company under Policies issued by Cooperative Mutual Insurance Company that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers’ Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Xxxxxxxxx and Harbor Workers’ Compensation Act, Xxxxx Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions and General Liability business, subject to the terms, conditions and limitations hereafter set forth.


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Casualty Catastrophe XOL Contract	1

ARTICLE II

TERM

A.	This Contract will apply to all losses occurring during the period January 1, 2012, 12:01 a.m. Standard Time (as set forth in the Company’s policies), to January 1, 2013, 12:01 a.m. Standard Time.

B.	Upon the expiration or termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of expiration shall cease concurrently with the date of expiration of this Contract.

Notwithstanding the above, upon expiration or termination of this Contract, the Company shall have the option of requiring that the Reinsurer shall remain liable for losses occurring under Policies in force on the expiration or termination date of this Contract until the next renewal, termination, or natural expiration date of such Policies or until 12 months (plus “odd time,” not to exceed 18 months in all) following the date of expiration (whichever occurs first).

If this Contract expires while a Loss Occurrence covered hereunder is in progress, the Reinsurer’s liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract.

ARTICLE III

SPECIAL TERMINATION

A.	The Company may terminate a subscribing reinsurer’s share in this Contract by giving written notice to the subscribing reinsurer upon the happening of any one of the following circumstances:

A State Insurance Department or other legal authority orders the subscribing reinsurer to cease writing business, or

The subscribing reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a 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

For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of this Contract, the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of the subscribing reinsurer, has been reduced by 20.0% or more, or


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Casualty Catastrophe XOL Contract	2

The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurer’s operations previously, or

The subscribing reinsurer has reinsured its entire liability under this Contract without the Company’s prior written consent, or

The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or

The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder.

In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the date the subscribing reinsurer receives written notice of termination pursuant to paragraph A above.

In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Article, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply.

In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall have the option to require the subscribing reinsurer to fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the subscribing reinsurer. Notwithstanding the foregoing, the Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract in a manner acceptable to the Company.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	3

ARTICLE IV

DEFINITIONS

A.	Act of Terrorism

“Act of Terrorism” as used herein shall follow the definition provided under the Terrorism Risk Insurance Act of 2002 (TRIA) and as amended by the Terrorism Risk Insurance Extension Act of 2005 (TRIEA) and the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA), together and including any extensions or replacement thereof, the “Terrorism Act.”

B.	Declaratory Judgment Expense

“Declaratory Judgment Expense” as used herein shall mean all expenses incurred by the Company in connection with a declaratory judgment action brought to determine the Company’s defense and/or indemnification obligations that are allocable to a specific claim subject to this Contract. Declaratory Judgment Expense shall be deemed to have been incurred on the date of the original loss (if any) giving rise to the declaratory judgment action.

C.	Extra Contractual Obligations/Loss in Excess of Policy Limits

Extra Contractual Obligations

This Contract shall protect the Company for any “Extra Contractual Obligations” which as used herein shall mean any punitive, exemplary, compensatory or consequential damages, other than Loss in Excess of Policy Limits, paid or payable by the Company as a result of an action against it by its insured, its insured’s assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract.

An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy.

Loss in Excess of Policy Limits

This Contract shall protect the Company for any “Loss in Excess of Policy Limits” which as used herein shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured, its insured’s assignee or a third party claimant. Such loss in excess of the limit shall have been incurred because of failure by the Company 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 in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.


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Casualty Catastrophe XOL Contract	4

This paragraph C shall not apply where an Extra Contractual Obligation and/or Loss in Excess of Policy Limits has been incurred due to an adjudicated finding of fraud committed by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with a member of the Board of Directors or a corporate officer or a partner of any other corporation or partnership.

D.	Loss Adjustment Expense

“Loss Adjustment Expense” as used herein shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, including court costs and costs of supersedeas and appeal bonds, and including 1) pre-judgment interest, unless included as part of the award or judgment; 2) post-judgment interest; 3) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including Declaratory Judgment Expense; and 4) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include unallocated loss adjustment expense. Unallocated loss adjustment expense includes, but is not limited to, salaries and expenses of employees, other than (4) above, and office and other overhead expenses.

E.	Loss Occurrence

“Loss Occurrence” as used in this Contract shall mean any one disaster or casualty or accident or loss or series of disasters or casualties or accidents or losses arising out of or caused by one event. The Company shall be the sole judge of what constitutes one event as outlined herein and in the original Policy.

As respects losses resulting from Occupational or Industrial Disease or Cumulative Trauma, each employee shall be considered a separate Loss Occurrence subject to the following:

Losses resulting from Occupational or Industrial Disease or Cumulative Trauma suffered by employees of an insured for which the employer is liable, as a result of a sudden and accidental event not exceeding 72 hours in duration, shall be considered one Loss Occurrence and may be combined with losses classified as other than Occupational or Industrial Disease or Cumulative Trauma which arise out of the same event and the combination of such losses shall be considered as one Loss Occurrence within the meaning hereof.

A loss with respect to each employee affected by an Occupational Disease or Cumulative Trauma shall be deemed to have been sustained by the Company on the date of the beginning of the disability for which compensation is payable.

The terms “Occupational or Industrial Disease” and “Cumulative Trauma” as used in this Contract shall be as defined by applicable statutes or regulations.


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Casualty Catastrophe XOL Contract	5

traceable to the same causative agency shall, at the Company’s option, be deemed to have been caused by one occurrence commencing at the beginning of the policy period, it being understood and agreed that each renewal or annual anniversary date of the policy involved shall be deemed the beginning of a new policy period.

F.	Net Earned Premium

“Net Earned Premium” as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.

Policy

“Policy” or “Policies” as used herein shall mean the Company’s or Cooperative Mutual Insurance Company’s binders, policies and contracts providing insurance or reinsurance on the classes of business covered under this Contract.

H.	Ultimate Net Loss

“Ultimate Net Loss” shall mean the actual loss, including any pre-judgment interest which is included as part of the award or judgment, “Second Injury Fund” assessments that can be allocated to specific claims, Loss Adjustment Expense, 90% of Loss in Excess of Policy Limits, and 90% of Extra Contractual Obligations, paid or to be paid by the Company on its net retained liability after making deductions for all recoveries, subrogations and all claims on inuring reinsurance, whether collectible or not; provided, however, that in the event of the insolvency of the Company, payment by the Reinsurer shall be made in accordance with the provisions of the INSOLVENCY ARTICLE. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company’s Ultimate Net Loss has been ascertained.

Notwithstanding the definition of “Ultimate Net Loss” herein, the provisions of paragraph H of the COVERAGE ARTICLE as respects the Minnesota Workers’ Compensation Reinsurance Association shall apply.

ARTICLE V

TERRITORY

The territorial limits of this Contract shall be identical with those of the Company’s Policies.

ARTICLE VI

EXCLUSIONS

A.	This Contract does not apply to and specifically excludes the following:

Reinsurance assumed by the Company under obligatory reinsurance agreements, except:

Agency reinsurance where the policies involved are to be reunderwritten in accordance with the underwriting standards of the Company and reissued as Company policies at the next anniversary or expiration date; and


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Casualty Catastrophe XOL Contract	6

Intercompany reinsurance between any of the reinsured companies under this Contract.

Reinsurance assumed through Policies issued by Cooperative Mutual Insurance Company.

Nuclear risks as defined in the “Nuclear Incident Exclusion Clause - Liability -Reinsurance - U.S.A.” (NMA 1590 21/9/67) attached hereto.

Liability as a member, subscriber or reinsurer of any Pool, Syndicate or Association, including Assigned Risk Plans or similar plans; however, this exclusion shall not apply to liability under a Policy specifically designated to the Company from an Assigned Risk Plan or similar plan.

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.

Any “Act of Terrorism” involving the use of nuclear, chemical, biological or radiological devices.

Business written to apply in excess of a deductible of more than $25,000, and business issued to apply specifically in excess over underlying insurance. However, if the Company is required, by any state regulation, to provide a deductible of more than $25,000, this exclusion shall not apply.

Workers’ Compensation where the principal exposure, as defined by the governing class code, is:

Operation of aircraft, but only if the annual estimated policy premium is $250,000 or more;

Operation of Railroads, subways or street railways;

Manufacturing, assembly, packing or processing of fireworks, fuses, nitroglycerine, magnesium, pyroxylin, ammunition or explosives. This exclusion does not apply to the assembly, packing or processing of explosives when the estimated annual premium is under $250,000 and does not apply to the commercial use of explosives;

Underground mining.


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As respects General Liability policies, exposures other than those identified below, as included in the General Liability section of the Company’s Commercial Lines Manual:

Class 97111 – Logging;

Class 58873 – Sawmill;

Class 59984 – Xxxxxxxx and Drivers;

Class 95410 – Grading of Land;

Class 45819 – LumberYard;

Class 10073 – Repair Shops and Drivers;

Class 43822 – Timber Cruiser;

Class 99793 – Truckmen Not Otherwise Classified;

Class 91591 – Contractors – Subcontracted Work Other Than Construction;

Class 49452 – Vacant Land.

Notwithstanding the foregoing, insureds regularly engaged in operations not excluded under paragraph A above, but whose operations may include one or more perils excluded therein, shall not be excluded from coverage afforded by this Contract, provided said operations are incidental to the main operations of the insured. Notwithstanding the foregoing, coverage extended under this paragraph for incidental operations of an insured shall not apply to exposures excluded under subparagraphs 1 though 5 of paragraph A above. The Company shall be the judge of what constitutes an incidental part of the insured’s operation.

Except for subparagraphs 1 through 5 of paragraph A above, if the Company is inadvertently bound or is unknowingly exposed (due to error or automatic provisions of policy coverage) on a risk otherwise excluded in paragraph A above, such exclusion shall be waived. The duration of said waiver will not extend beyond the time that notice of such coverage has been received by a responsible underwriting authority of the Company and for a period not exceeding 30 days thereafter, or such longer period required to conform with any notice of cancellation provisions prescribed by regulatory authorities, such period not to exceed 12 months plus odd time (not exceeding 18 months).

If the Company is required to accept an assigned risk which conflicts with one or more of the exclusions set forth in subparagraph 6 of paragraph A, reinsurance shall apply, but only for the difference between the Company’s retention and the limit required by the applicable state statute, and in no event shall the Reinsurer’s liability exceed the limit set forth in the Coverage Article.

E.	Notwithstanding the foregoing, any reinsurance falling within the scope of one or more of the exclusions set forth above that is specially accepted by the Reinsurer from the Company shall be covered under this Contract and be subject to the terms hereof.

Except for subparagraphs 1 through 5 of paragraph A above, should a court of competent jurisdiction invalidate any exclusion or expand coverage of the original Policy of the Company, any amount of Loss for which the Company would not be liable, except for such invalidation or expansion of coverage, shall not be subject to any of the exclusions, conditions and limitations hereinafter set forth under this Contract.


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ARTICLE VII

TERRORISM ACT RECOVERIES

A.	Any financial assistance the Company receives under the Terrorism Act, shall apply as follows:

Except as provided in subparagraph 2 below, any such financial assistance shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Contract.

If losses occurring hereunder result in recoveries made by the Company both under this Contract and under the Terrorism Act, and such recoveries, together with any other reinsurance recoverables made by the Company applicable to said losses, exceed the total amount of the Company’s insured losses, any amount in excess thereof shall reduce the Ultimate Net Loss subject to this Contract for the losses to which the Terrorism Act assistance applies. These recoveries shall be returned in proportion to each Reinsurer’s paid share of the loss.

B.	Nothing herein shall be construed to mean that the losses under this Contract are not recoverable until the Company has received financial assistance under the Terrorism Act.

ARTICLE VIII

COVERAGE

A.	The Reinsurer shall be liable for the Ultimate Net Loss in excess of $10,000,000 as a result of any one Loss Occurrence. The Reinsurer’s liability in respect of any one Loss Occurrence shall not exceed $40,000,000.

B.	The Reinsurer’s liability in respect of Ultimate Net Loss amounts recoverable hereunder for an Act of Terrorism (as defined in the definition of “Act of Terrorism”) occurring during the term of this Contract shall not exceed $40,000,000. This paragraph is not subject the REINSTATEMENT ARTICLE.

C.	The Reinsurer’s liability in respect of all losses occurring during the term of this Contract shall not exceed $80,000,000.

D.	As respects the statutory portion of any Workers’ Compensation Policy, the Company’s Ultimate Net Loss subject to this Contract shall not exceed $10,000,000 as respects any one life, each Loss Occurrence

E.	The Company shall be permitted to purchase (or maintain) other reinsurance which inures to the benefit of this Contract.

F.	The Company shall be permitted to carry underlying reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract.


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As respects Employers Liability and General Liability, the maximum net subject Policy limit (except statutory where required by law) as respects any one Policy shall be $2,000,000 or the Company shall be deemed to have purchased inuring excess facultative reinsurance for subject Policy limits in excess of $2,000,000.

The Company shall be permitted to carry excess of loss reinsurance applying to Workers’ Compensation risks in the State of Minnesota, actual recoveries under which shall inure to the benefit of this Contract. Such coverage shall be provided through the Minnesota Workers’ Compensation Reinsurance Association. Notwithstanding the treatment of inuring coverage in the definition of Ultimate Net Loss, the liability of the Reinsurer for Minnesota Workers’ Compensation risks is not released.

ARTICLE IX

REINSTATEMENT

A.	Should all or any part of the Reinsurer’s limit of liability be exhausted as a result of a Loss Occurrence, the sum so exhausted shall be reinstated from the date the Loss Occurrence commenced.

B.	For each amount so reinstated, the Company agrees to pay an additional premium at the time of the Reinsurer’s payment of the loss calculated in accordance with the following formula:

The percentage of the Reinsurer’s limit of liability exhausted for the Loss Occurrence; times

The Net Earned Premium for the term of this Contract (exclusive of reinstatement premium).

The dollar amount resulting from the multiplication of subparagraphs 1 and 2 above shall equal the reinstatement premium. If at the time of the Reinsurer’s payment of a loss hereon, the reinsurance premium as calculated under this Contract is unknown, the calculation of the reinstatement premium shall be based upon the deposit premium subject to adjustment when the reinsurance premium is finally established.

C.	Nevertheless, the Reinsurer’s liability hereunder shall not exceed $40,000,000 in respect of any one Loss Occurrence, and shall be further limited to $80,000,000 in respect of all losses occurring during the term of this Contract.

ARTICLE X

SPECIAL ACCEPTANCE

From time to time the Company may request a special acceptance applicable to this Contract. For purposes of this Contract, in the event each subscribing reinsurer whose share in the interests and liabilities of the Reinsurer is 20% or greater agree to a special acceptance, such agreement shall be binding on all subscribing reinsurers. If such agreement is not achieved, such special


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acceptance shall be made to this Contract only with respect to the interests and liabilities of each subscribing reinsurer who agrees to the special acceptance. Should denial for special acceptance not be received within 10 working days of said request, the special acceptance shall be deemed automatically agreed. In the event a reinsurer becomes a party to this Contract subsequent to one or more special acceptances hereunder, the new reinsurer shall automatically accept such special acceptance(s) as being covered hereunder.

ARTICLE XI

ACCOUNTING BASIS

All premiums and losses under this Contract shall be reported on an “accident year” accounting basis. Unless specified otherwise herein, all premiums shall be credited to the period during which they earn, and all losses shall be charged to the period during which they occur.

ARTICLE XII

REINSURANCE PREMIUM

A.	As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 0.4642% times its Net Earned Premium for the term of this Contract subject to a Minimum Premium of $1,056,000.

B.	The Company shall pay the Reinsurer a Deposit Premium of $1,320,000 payable in quarterly installments on January 1, April 1, July 1 and October 1.

Within 90 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A, and if the premium so computed is greater than the previously paid Deposit Premium, the balance shall be remitted by the Company with its report.

If this Contract expires on a runoff basis, the Company shall pay to the Reinsurer a premium for the runoff period equal to the expiring rate times its Net Earned Premium for the runoff period. The runoff premium shall be calculated and paid within 90 days after the end of each three-month period during the runoff period. There shall be no minimum premium requirement for the runoff period.

ARTICLE XIII

NOTICE OF LOSS AND LOSS SETTLEMENTS

A.	As soon as practicable, the Company shall advise the Reinsurer of all bodily injury claims or losses involving any of the following:

Any claim or loss reserved at 50.0% or more of the Company’s retention under this Contract.


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Any claim involving any of the following injuries where the Company’s incurred loss is greater than or equal to $1,000,000:

Fatality.

Spinal cord injuries (e.g., quadriplegia, paraplegia).

Brain damage (e.g., seizure, coma or physical/mental impairment).

Severe burn injuries resulting in disfigurement or scarring.

Total or partial blindness in one or both eyes.

Major organ (e.g., heart, lungs).

Amputation of a limb or multiple fractures.

B.	The Company shall also advise the Reinsurer promptly of all losses which, in the opinion of the Company, may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Company, may materially affect the position of the Reinsurer.

When so requested in writing, the Company shall afford the Reinsurer or its representatives an opportunity to be associated with the Company, at the expense of the Reinsurer, in the defense of any claim, suit or proceeding involving this reinsurance, and the Company and the Reinsurer shall cooperate in every respect in the defense of such claim, suit or proceeding.

All loss settlements made by the Company that are within the terms and conditions of this Contract (including but not limited to ex gratia payments) shall be binding upon the Reinsurer. Upon receipt of satisfactory proof of loss, the Reinsurer agrees to promptly pay or allow, as the case may be, its share of each such settlement in accordance with this Contract.

ARTICLE XIV

LIABILITY OF REINSURERS

All reinsurances for which the Reinsurer shall be liable by virtue of this Contract shall be subject in all respects to the same rates, terms, conditions, interpretations and waivers and to the same modifications, alterations, and cancellations, as the respective policies to which such reinsurances relate, the true intent of the parties to this Contract being that the Reinsurer shall follow the fortunes of the Company.


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ARTICLE XV

LATE PAYMENTS

In the event any premium, loss or other payment due either party is not received by the Intermediary hereunder by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows:

The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times

l/365ths of a rate equal to the 90-day Treasury Xxxx rate as published in The Wall Street Journal on the first business day following the date a remittance becomes due; times

The amount past due, including accrued interest.

It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.

B.	The establishment of the due date shall, for purposes of this Article, be determined as follows:

As respects the payment of deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract.

Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 days, interest will accrue on the payment or amount overdue in accordance with the interest penalty calculation above, from the date the proof of loss or demand for payment was transmitted to the Reinsurer.

As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract.

For purposes of interest calculation only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. The validity of any claim or payment may be contested under the provisions of this Contract. 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.

D.	Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period.


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ARTICLE XVI

ANNUITIES AT THE COMPANY’S OPTION

Whenever the Company is required, or elects, to purchase an annuity or to negotiate a structured settlement, either in satisfaction of a judgment or in an out-of-court settlement or otherwise, the cost of the annuity or the structured settlement, as the case may be, shall be deemed part of the Company’s Ultimate Net Loss.

The terms “annuity” or “structured settlement” shall be understood to mean any insurance policy, lump sum payment, agreement or device of whatever nature resulting in the payment of a lump sum by the Company in settlement of any or all future liabilities which may attach to it as a result of an occurrence.

In the event the Company purchases an annuity which inures in whole or in part to the benefit of the Reinsurer, it is understood that the liability of the Reinsurer is not released thereby. In the event the Company is required to provide benefits not provided by the annuity for whatever reason, the Reinsurer shall pay its share of any loss.

ARTICLE XVII

AGENCY AGREEMENT

If more than one reinsured company is named as a party to this Contract, the first named company will be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract and for purposes of remitting or receiving any monies due any party.

ARTICLE XVIII

SUBROGATION

The Reinsurer shall be credited with subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company, less Loss Adjustment Expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Subrogation recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company, at its sole option and discretion, may enforce its rights to subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and may prosecute all claims arising out of such rights.

ARTICLE XIX

ERRORS AND OMISSIONS

Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery.


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ARTICLE XX

OFFSET

The Company and the Reinsurer may offset any balance or amount due from one party to the other under this Contract or any other contract heretofore or hereafter entered into between the Company and the Reinsurer, whether acting as assuming reinsurer or ceding company. 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.

ARTICLE XXI

CURRENCY

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 Company 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 Company.

ARTICLE XXII

TAXES

In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada.

ARTICLE XXIII

FEDERAL EXCISE TAX

(Applicable to those subscribing reinsurers who are domiciled outside the United States of America, excepting subscribing reinsurers exempt from Federal Excise Tax.)

A.	The subscribing reinsurer has 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 subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government.


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ARTICLE XXIV

RESERVES AND FUNDING

A subscribing reinsurer will provide funding under the terms of this Article only if the Company will be denied statutory credit for reinsurance ceded to that subscribing reinsurer pursuant to the credit for reinsurance law or regulations in any applicable jurisdiction. In the event any of the provisions of this Article conflict with or otherwise fail to satisfy the requirements of the appropriate credit for reinsurance statute or regulation, this Article will be deemed amended to conform to the appropriate statute or regulation; the intent of this Article being that the Company will be permitted to realize full credit for the reinsurance ceded to the Reinsurer under this Contract.

As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses covered hereunder which it shall be required by law to set up, it will forward to the subscribing reinsurer a statement showing the proportion of such reserves which is applicable to the subscribing reinsurer. The subscribing reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the subscribing reinsurer and allocated Loss Adjustment Expense relating thereto, losses and allocated Loss Adjustment Expense paid by the Company but not recovered from the subscribing reinsurer, plus reserves for losses incurred but not reported, as shown in the statement prepared by the Company (hereinafter referred to as “subscribing reinsurer’s obligations”) by funds withheld, cash advances or a Letter of Credit. The subscribing reinsurer shall have the option of determining the method of funding provided it is acceptable to the Company and to the insurance regulatory authorities having jurisdiction over the Company’s reserves.

When funding by a Letter of Credit, the subscribing reinsurer agrees to apply for and secure timely 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 subscribing 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 30 days (60 days where required by insurance regulatory authorities) 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 subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitater, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement:

To reimburse the Company for the subscribing reinsurer’s obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;


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To make refund of any sum which is in excess of the actual amount required to pay the subscribing reinsurer’s obligations under this Contract;

To fund an account with the Company for the subscribing 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 subscribing reinsurer;

To pay the subscribing reinsurer’s share of any other amounts the Company claims are due under this Contract.

In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for subparagraph 1 or 3, or in the case of subparagraph 4, the actual amount determined to be due, the Company shall promptly return to the subscribing 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 subscribing reinsurer.

E.	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.

F.	At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the subscribing reinsurer’s obligations, for the sole purpose of amending the Letter of Credit, in the following manner:

If the statement shows that the subscribing reinsurer’s obligations exceed the balance of credit as of the statement date, the subscribing reinsurer shall, within 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.

If, however, the statement shows that the subscribing reinsurer’s obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the subscribing 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 XXV

NET RETAINED LINES

This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any underlying reinsurance specifically permitted in this Contract), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included.


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The amount of the Reinsurer’s liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.

ARTICLE XXVI

THIRD PARTY RIGHTS

This Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE.

ARTICLE XXVII

SEVERABILITY

If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.

ARTICLE XXVIII

GOVERNING LAW

This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Louisiana, exclusive of that state’s rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all states shall apply.

ARTICLE XXIX

INSPECTION OF RECORDS

The Reinsurer or its designated representative(s) approved by the Company, upon providing reasonable advance notice to the Company, shall have access at the offices of the Company or at a location to be mutually agreed, at a time to be mutually agreed, to inspect the Company’s underwriting, accounting, or claim files pertaining to the subject matter of this Contract. The Company shall determine the manner in which files shall be accessed by the Reinsurer. The Reinsurer may, at its own expense, reasonably request copies of such files and agrees to pay the Company’s reasonable costs incurred in procuring such copies.

B.	If any undisputed amounts are overdue from the Reinsurer to the Company, the Reinsurer shall have access to such records only upon payment of all such overdue amounts.


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If the Reinsurer makes any inspection of the Company’s books and records involving specific claims under this Contract and, as a result of the inspection the claim is contested or disputed, the Reinsurer shall provide the Company, at the Company’s request, a summary of any reports, other than proprietary information or privileged communications, completed by the Reinsurer’s personnel or by third parties on behalf of the Reinsurer outlining the reasons for contesting or disputing the subject claim.

ARTICLE XXX

CONFIDENTIALITY

The Reinsurer hereby acknowledges that the documents, information, and data provided to the Reinsurer by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (“Confidential Information”) are proprietary and confidential to the Company.

B.	Absent the written consent of the Company, the Reinsurer will not disclose any Confidential Information to any third parties, except when:

The disclosure is to professional advisors or to authorized agents of the Reinsurer performing underwriting, claim handling, pricing, placement and/or evaluation services for the Reinsurer; or

The Confidential Information is publicly known or has become publicly known through no unauthorized act of the Reinsurer; or

Required by retrocessionaires subject to the business ceded to this Contract; or

Required by state regulators performing an audit of the Reinsurer’s records and/or financial condition; or

Required by auditors performing an audit of the Reinsurer’s records in the normal course of business.

C.	Further, the Reinsurer agrees not to use any Confidential Information for any purpose not permitted by this Contract or not related to the performance of their obligations or enforcement of their rights under this Contract.

Notwithstanding the above, in the event that the Reinsurer is required by court order, other legal process, or any regulatory authority to release or disclose any or all of the Confidential Information, the Reinsurer agrees to provide the Company by written or electronic mail, reasonable advance notice of same prior to such release or disclosure and to use their reasonable best efforts to assist the Company in maintaining the confidentiality provided for in this Article.

E.	The provisions of this Article will extend to the officers, directors, shareholders, and employees of the Reinsurer and its affiliates, who have received Confidential Information in accordance with this Contract and will be binding upon their successors and assigns.


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ARTICLE XXXI

SUNSET AND COMMUTATION

Ten years after the expiration of this Contract, the Company shall advise the Reinsurer of any Loss Occurrences attaching to this Contract which have not been finally settled and which may result in a claim by the Company under this Contract. No liability shall attach hereunder for any claim or claims not reported to the Reinsurer within this ten year period. If a loss arising out of a Loss Occurrence is reported during this period, all losses arising out of the same Loss Occurrence shall be deemed reported under this paragraph regardless of when notification of loss is provided.

B.	If both parties agree to commute the unsettled losses subject to the Contract, then the Reinsurer’s liability for all such unsettled losses shall then be commuted.

It is understood that commutation of all such losses shall be made using tabular reserving methods. For each loss, the nominal ultimate value of the Company’s Ultimate Net Loss shall be established by projecting out future medical and indemnity payments and loss expenses by year based on appropriate trends and escalations applied to annual cost estimates. The Contract limit and retention (where applicable) shall then be applied to the nominal ultimate value of the Company’s Ultimate Net Loss to determine the nominal ultimate Contract loss. Mortality factors and discount factors shall then be applied by year to the nominal ultimate Contract loss. The discounted, mortality adjusted projected annual loss payments shall be summed to determine the present value (“commutation price”) of the ultimate Contract loss. The medical escalation, discount and mortality factors are described in paragraph C.

D.	The following factors shall be utilized in establishing the commutation price:

Medical Escalation Rate

The medical escalation rate shall be a reasonable estimate of future medical inflation.

Discount Rate

The discount rate shall be the annualized 10-year US Treasury Xxxx rate at the Valuation Date.

Mortality Tables

Mortality factors shall be based on the most recent mortality table at the Valuation Date from the “Vital Statistics of the United States” as published by the US Department of Health and Human Services, Center for Disease Control and Prevention. Factors for extension beyond age 85 shall also be included.


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Impairment

Impairment factors shall be based on the individual claim characteristics.

Any other method of calculating the commutation price of one or more losses subject to this Contract may be used as mutually agreed between the Company and the Reinsurer.

If the Company and the Reinsurer cannot agree on a commutation value, the effort can be abandoned. Alternatively, the Company and the Reinsurer may mutually agree to settle any difference using a panel of three actuaries, one to be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an actuary within 30 days, the other party may appoint two actuaries. If the two actuaries fail to agree on the selection of a third actuary within 30 days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All the actuaries shall be regularly engaged in the valuation of Workers’ Compensation claims and shall be Fellows of the Casualty Actuarial Society or members of the American Academy of Actuaries. All of the actuaries shall be independent of either party to this Contract.

F.	The settlement agreed upon by a majority of the panel of actuaries shall be final and binding on both parties and set forth in a sworn written document expressing their professional opinion that said value is fair for the complete mutual release of all liabilities in respect of such reserves.

The Reinsurer’s commutation payment shall be due within 7 days following the date the Company and the Reinsurer agree to the commutation price. Such payment by the Reinsurer shall constitute both a complete release of the Reinsurer of its liability for all losses, known or unknown, under this Contract, and a complete release of the Company of its liabilities and obligations, known or unknown, under this Contract.

H.	This Article shall survive the expiration of this Contract.

ARTICLE XXXII

INSOLVENCY

In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the 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 that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	21

B.	Where two or more subscribing 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 Company.

It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees.

D.	In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

ARTICLE XXXIII

ARBITRATION

As a condition precedent to any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration.

B.	The Company shall have the option to either litigate or arbitrate where:

The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or

The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE.

One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator.

The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. Should the two arbitrators fail to choose the third arbitrator within 30 days of the appointment of the second arbitrator, the parties shall appoint the third arbitrator pursuant to the XXXX Reinsurance and Insurance Arbitration Society -U.S. (XXXXX) Umpire Selection Procedure. All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	22

Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of any 2 arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate.

F.	In the event an arbitrator is unable to serve due to death, disability or other incapacity, a replacement arbitrator shall be chosen in accordance with the procedures set forth in this Article for the original selection of the arbitrator.

G.	The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof.

If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint.

Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. However, the panel may not award any Exemplary or Punitive Damages and Enhanced Compensatory Damages.

ARTICLE XXXIV

SERVICE OF SUIT

(This Article is applicable if the subscribing reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.)

In the event of the failure of the subscribing reinsurer to pay any amount claimed to be due hereunder, the subscribing reinsurer, at the request of the Company, 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 the subscribing 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. The subscribing reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by subscribing reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against it upon this Contract, and shall abide by the final decision of such court or of any appellate court in the event of an appeal.

B.	Service of process in such suit may be made upon the agent for the service of process (“agent”) named below, depending on the jurisdiction where the Company chooses to bring suit:

If the suit is brought in the State of California, the law firm of Mendes and Mount, 000 Xxxxx Xxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit;

If the suit is brought in the State of New York, the law firm of Mendes and Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit;

If the suit is brought in any state other than California or New York, either of the agents described in subparagraphs 1 or 2 above shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; or

If the subscribing reinsurer has designated an agent in the subscribing reinsurer’s Interests and Liabilities Agreement attached hereto, then that agent shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any suit. However, if an agent is designated in the subscribing reinsurer’s Interests and Liabilities Agreement and the agent is not located in California as respects a suit brought in California or New York as respects a suit brought in New York, in keeping with the laws of the states of California and New York which require that service be made on an agent located in the respective state if a suit is brought in that state, the applicable office of Mendes and Mount stipulated in subparagraphs 1 and 2 above must be used for service of suit unless the provisions of paragraph C of this Article apply.

Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the subscribing 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 its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company 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.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	24

ARTICLE XXXV

ENTIRE AGREEMENT

This Contract shall constitute the entire agreement between the parties with respect to the business being reinsured hereunder. There are no understandings between the parties other than as expressed in this Contract. Any change or modification to this Contract shall be null and void unless made by amendment to this Contract and signed by both parties. This Article shall not be construed as limiting in any way the admissibility in the context of an arbitration or any other legal proceeding, evidence regarding the formation, interpretation, purpose or intent of this Contract.

ARTICLE XXXVI

MODE OF EXECUTION

This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.

ARTICLE XXXVII

INTERMEDIARY

Xxxxxx Re Inc., 00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Colonnade III, Xxxxxxx, Xxxxx 00000 is hereby recognized as the intermediary negotiating this Contract and through whom all communications relating thereto shall be transmitted to the Company or the Reinsurer. However, all communications concerning accounts, claim information, funds and inquiries related thereto shall be transmitted to the Company or the Reinsurer through Xxxxxx Re Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, XxXxxxxxxxxx, Xxxxx Xxxxxxxx 00000. Payments by the Company to Xxxxxx Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Xxxxxx Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	25

NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.

(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 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 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


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	1

(bodily injury or property damages

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 threat.

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 and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; “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) 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

(i) Garage and Automobile Policies issued by the Reassured on New York risks, or

(ii) 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 of 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 include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words.

00/0/00

X.X.X. 0000

XXXX 35A


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	2

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

ASPEN INSURANCE UK LIMITED

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:

Signed this 16^th day of January, 2012.






ASPEN INSURANCE UK LIMITED
By		/s/ Xxxx Xxxx
Print Name		Xxxx Xxxx
Title		Underwriter


93948003-12 (1-1-12)				12/21/11
Casualty Catastrophe XOL - I&L

INTERESTS AND LIABILITIES AGREEMENT

(the “Agreement”)

UNDERWRITERS AT LLOYD’S, LONDON

AS SET FORTH IN THE SIGNING PAGE(S) ATTACHED HERETO

(the “Subscribing Reinsurer”)

with respect to the

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

issued to

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

The Subscribing Reinsurer shall have a share in the interests and liabilities of the “Reinsurer” as set forth in the Contract attached hereto and executed by the Company. The Subscribing Reinsurer’s percentage share shall equal the sum of the final signed lines percentage share(s) as executed on the attached signing page(s) for Lloyd’s Underwriters.

This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2012 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2013.

IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement per the attached signing page(s).


93948003-12 (1-1-12)				12/21/11
Casualty Catastrophe XOL - I&L


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

INFORMATION

THIS INFORMATION SECTION LISTS INFORMATION MADE AVAILABLE TO REINSURERS FOR ASSESSMENT OF THE RISK. IT DOES NOT INCLUDE CONTRACTUAL TERMS AND CONDITIONS.

ESTIMATED

PREMIUM INCOME 284,370,000


NB/08-12-2011		Information Page 1
	Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

SECURITY DETAILS



REINSURERS LIABILITY		Reinsurers Liability Clause LMA3333

		Reinsurers’ liability several not joint.

		The liability of a Reinsurer under this contract is several and not joint with other Reinsurers party to this contract. A Reinsurer is liable only for the proportion of liability it has underwritten. A Reinsurer is not jointly liable for the proportion of liability underwritten by any other Reinsurer. Nor is a Reinsurer otherwise responsible for any liability of any other Reinsurer that may underwrite this contract.

		The proportion of liability under this contract underwritten by a Reinsurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp. This is subject always to the provision concerning “signing” below.

		In the case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is a Reinsurer. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other Reinsurer that may underwrite this contract. The business address of each member is Lloyd’s, Xxx Xxxx Xxxxxx, Xxxxxx XX0X 0XX. The identity of each member of a Lloyd’s syndicate and their respective proportion may be obtained by writing to Market Services, Lloyd’s, at the above address.

		Proportion of liability

		Unless there is “signing” (see below), the proportion of liability under this contract underwritten by each Reinsurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp and is referred to as its “written line”.

		Where this contract permits, written lines, or certain written lines, may be adjusted (“signed”). In that case a schedule is to be appended to this contract to show the definitive proportion of liability under this contract underwritten by each Reinsurer (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of the syndicate taken together). A definitive proportion (or, in the case of a Lloyd’s syndicate, the total of the proportions underwritten by all the members of a Xxxxx’x


XX/08-12-2011		Security Details Page 1

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract



		syndicate taken together) is referred to as a “signed line”. The signed lines shown in the schedule will prevail over the written lines unless a proven error in calculation has occurred.

		Although reference is made at various points in this clause to “this contract’ in the singular, where the circumstances so require this should be read as a reference to contracts in the plural.

ORDER HEREON		42.50%

BASIS OF WRITTEN LINES		Percentage of Whole

SIGNING PROVISIONS		In the event that the placement of this Reinsurance is not completed by the commencement date of the period of Reinsurance then all lines written by that date, at the Reinsured’s option, may be signed in full. If such written lines hereon exceed 100% of the order, all lines written will be signed down in equal proportions so that the aggregate signed lines are equal to 100% of the order.

		Whether before or after inception of the period of Reinsurance, the Reinsured may elect for the disproportionate signing of Reinsurer’s lines without further specific agreement of Reinsurers.

LINE CONDITIONS		None unless specified individually by Reinsurers hereon under their written participations.


NB/08-12-2011		Security Details Page 2

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

CONTRACT ADMINISTRATION AND ADVISORY SECTIONS

SUBSCRIPTION AGREEMENT



SLIP LEADER		ASPEN RE

BASIS OF AGREEMENT TO CONTRACT CHANGES		Reinsurers hereon authorise the Slip Leader to be the sole judge in determining whether any future alterations to this Reinsurance Agreement should be by agreement of the Slip Leader only and copied to other Reinsurers, or by agreement of all Reinsurers.

BASIS OF CLAIMS AGREEMENT		Claims review, as required by Slip Leader for the benefit of and at the cost to current Reinsurers hereon. Settlement of fees will be by the parties authorising the claims review. In the event of cancellation of the Treaty, fees to be borne by final contract year.

		Lloyd’s Underwriters

		Claims to be managed in accordance with the Lloyd’s 2006 Claims Scheme or as amended.

		IUA Company Underwriters

		Claims to be managed in accordance with IUA Claims Agreement practices.

		Non-Bureaux Underwriters

		All claims to be agreed by each Reinsurer according to their own practices.

CLAIMS AGREEMENT PARTIES		Lloyd’s Underwriters

		Where the Lloyd’s 2006 Claims Scheme applies:

		Lloyd’s syndicates(s) in accordance with the Lloyd’s 2006 Claims Scheme.

		Xchanging Claims Services where there is more than one subscribing Lloyd’s Managing Agent or if a single subscribing Lloyd’s Managing Agent so requires.

		Or:


NB/08-12-2011		Subscription Agreement Page 1

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 EngIand and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract


		Where the Lloyd’s 2006 Claims Scheme amended or any successor thereto applies:

		Lloyd’s syndicate(s) in accordance with the Lloyd’s 2006 Claims Scheme amended or any successor thereto.

		IUA Company and Non-Bureaux Underwriters

		All claims to be agreed by each Reinsurer in respect of their own participation.

CLAIMS ADMINISTRATION		Lloyd’s Underwriters

		Xxxxxx Limited and Reinsurers agree that any claims hereunder (including any claims related costs/fees) that are in scope and supported by Electronic Claims File (ECF) may be notified and administered via the Electronic Claims File (ECF) system with any payment(s) processed via CLASS.

		Lloyd’s Underwriters authorise Xchanging Claims Services to waive the deferred settlement system in the event of presentation of settlement request with first advice.

		IUA Company Underwriters

		All IUA Company Underwriters agree to respond to claims via CLASS.

		Xxxxxx Limited and Reinsurers agree that any claims hereunder (including any claims related costs/fees) that are in scope and supported by Electronic Claims File (ECF) may be notified and administered via the Electronic Claims File (ECF) system with any payment(s) processed via CLASS.

		Non-Bureaux Underwriters

		Agree to receive all claims via Broker visit, email, repositories, facsimile or letter.

RULES AND EXTENT OF ANY OTHER DELEGATED CLAIMS AUTHORITY		None unless otherwise specified.


NB/08-12-2011		Subscription Agreement Page 2

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract



SETTLEMENT DUE DATE		29/02/2012

INSTALMENT PREMIUM PERIOD OF CREDIT		+30 days.

ADJUSTMENT PREMIUM PERIOD OF CREDIT		+60 days.

BUREAUX ARRANGEMENTS		Presentation of premium documentation to XIS by the Settlement Due Date(s) is deemed to be in compliance with the payment provisions.

		If the Settlement Due Date falls on a Saturday, a Sunday or a Bank Holiday, it is agreed that the Settlement Due Date shall be changed to the first following working day.

		XIS are authorised to sign policies in multiple copies

		Processing Documents:

		XIS are authorised to accept Additional Premium or Return Premium or Premium Adjustment or Profit Commission figures, where applicable, without certification or production of letters or other documents and enter in accordance with the figures shown thereon, without Reinsurers agreement.

		Reinsurers agree to the use of a copy (including a photocopy) or duplicate of the applicable Slip or Wording for the collection and taking down of Additional Premium(s) or Return Premium(s) or Premium Adjustment(s) or Profit Commission(s).

		Reinsurers agree that the Intermediary may settle Premiums for this Reinsurance Contract at different times.

		Premium Processing Clause - LSW 3003 (14/12/09)

		Where the premium is to be paid through Xchanging Ins-sure Services (XIS), payment to Reinsurers will be deemed to occur on the day that a delinked premium is released for settlement by the Appointed Broker or in the case of non-delinked premiums, on the day that the error-free Premium Advice Note (PAN) is submitted to XIS.


NB/ 08-12-2011		Subscription Agreement Page 3

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract



		Where premiums are to be paid by instalments under the Deferred Account Scheme, and the Appointed Broker does not receive the premium in time to comply with the agreed settlement date for the second or subsequent instalment, the Appointed Broker, if electing to suspend the automatic debiting of the relevant deferred instalment, shall advise the Slip Leader in writing and instruct XIS accordingly. XIS shall then notify Reinsurers. Payment to any entity within the same group of companies as the Appointed Broker will be deemed to be payment to the Appointed Broker.

		Nothing in this clause shall be construed to override the terms of any Premium Payment Warranty or Clause or any Termination or Cancellation provision contained in this contract. Furthermore, any amendment to the Settlement Due Date of a premium instalment as a result of the operation of this Premium Processing Clause shall not amend the date that such instalment is deemed to be due for the purposes of such Premium Payment Warranty or Clause or Termination or Cancellation provision unless (Re)Insurers expressly agree otherwise.

		Appointed Broker: Xxxxxx Limited.


NB/08-12-2011		Subscription Agreement Page 4

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

FISCAL AND REGULATORY


TAX PAYABLE BY REINSURERS		1% Federal Excise Tax where applicable or as statutorily required.

COUNTRY OF ORIGIN		USA.

OVERSEAS BROKER		Xxxxxx Re Inc., 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx 0000 Colonnade III Xxxxxxx Xxxxx 00000 XXX

U.S. CLASSIFICATION		U.S. Reinsurance.

N.A.I.C. CODES		NAIC number: 12228, 31895, 26869

ALLOCATION OF PREMIUM TO CODING		100% W6.

FSA CLIENT CLASSIFICATION		Reinsurance.


NB/08-12-2011		Fiscal and Regulatory Page 1

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

BROKER REMUNERATION AND DEDUCTIONS


FEE PAYABLE BY CLIENT?		No.

TOTAL BROKERAGE		15% Brokerage

OTHER DEDUCTIONS FROM PREMIUM		None.


NB/08-12-2011		Broker Remuneration and Deductions Page 1

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

WRITTEN LINES

B.I.P.A.R. Statement

In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.

Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.


Reinsurer and
Reference:




Written Line:		30% % Ref.:

Final Signed Line:		10%

		%

		%

		%

		%

Line Conditions:

Dated:


		Written Lines Page of

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

WRITTEN LINES

B.I.P.A.R. Statement

In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.

Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.



Reinsurer and Reference:		10%



Written Line:		% Ref.:

Final Signed Line:		10%

		%

		%

		%

		%

Line Conditions:

Dated:

Written Lines Page of

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority.

Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

WRITTEN LINES

B.I.P.A.R. Statement

In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.

Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.



Reinsurer and Reference:





Written Line:		12¹/2% Ref.: BA543V12A000

Final Signed Line:		7¹/2 %

		%

		%

		%

		%

Line Conditions:

Dated:

Written Lines Page of

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority.

Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

WRITTEN LINES

B.I.P.A.R. Statement

In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.

Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.



Reinsurer and Reference:





Written Line:		7.5% Ref.:

Final Signed Line:		7.5%

		%

		%

		%

		%

Line Conditions:

Dated:

Written Lines Page of

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority.

Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered Number 181116 England and Wales.


UMR	:	B0576USX4990 (93948003-12
Reinsured	:	Amerisafe Insurance Group
Type	:	Casualty Catastrophe Excess of Loss Reinsurance Contract

WRITTEN LINES

B.I.P.A.R. Statement

In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.

Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.


Reinsurer and
Reference:





Written Line:		20 % Ref.: XXXX 0000000X

Final Signed Line:		7.5 %

		%

		%

		%

		%

Line Conditions:

Dated: 27/12- 2011


		Written Lines Page of

Xxxxxx Limited, a Lloyd’s broker, authorised and regulated by the Financial Services Authority. Registered Office: 00 Xxxx Xxxxxx, Xxxxxx XXX 0XX. Registered Number 181116 England and Wales.

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT


93948003-12 (1-1-12)				12-21-11
Casualty Catastrophe XOL Contract

TABLE OF CONTENTS


ARTICLE		PAGE

I	BUSINESS COVERED	1

II	TERM	2

III	SPECIAL TERMINATION	2

IV	DEFINITIONS	4

	Act of Terrorism	4

	Declaratory Judgment Expense	4

	Extra Contractual Obligations/Loss in Excess of Policy Limits	4

	Loss Adjustment Expense	5

	Loss Occurrence	5

	Net Earned Premium	6

	Policy	6

V	TERRITORY	6

VI	EXCLUSIONS	6

VII	TERRORISM ACT RECOVERIES	9

VIII	COVERAGE	9

IX	REINSTATEMENT	10

X	SPECIAL ACCEPTANCE	10

XI	ACCOUNTING BASIS	11

XII	REINSURANCE PREMIUM	11

XIII	NOTICE OF LOSS AND LOSS SETTLEMENTS	11

XIV	LIABILITY OF REINSURERS	12

XV	LATE PAYMENTS	13

XVI	ANNUITIES AT THE COMPANY’S OPTION	14

XVII	AGENCY AGREEMENT	14

XVIII	SUBROGATION	14

XIX	ERRORS AND OMISSIONS	14

XX	OFFSET	15

XXI	CURRENCY	15

XXII	TAXES	15

XXIII	FEDERAL EXCISE TAX	15

XXIV	RESERVES AND FUNDING	16

XXV	NET RETAINED LINES	17

XXVI	THIRD PARTY RIGHTS	18

XXVII	SEVERABILITY	18


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Casualty Catastrophe XOL Contract



XXVIII	GOVERNING LAW	18

XXIX	INSPECTION OF RECORDS	18

XXX	CONFIDENTIALITY	19

XXXI	SUNSET AND COMMUTATION	20

XXXII	INSOLVENCY	21

XXXIII	ARBITRATION	22

XXXIV	SERVICE OF SUIT	23

XXXV	ENTIRE AGREEMENT	25

XXXVI	MODE OF EXECUTION	25

XXXVII	INTERMEDIARY	25

	Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A.


93948003-12 (1-1-12)				12-21-11
Casualty Catastrophe XOL Contract

CASUALTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT

(the “Contract”)

between

AMERICAN INTERSTATE INSURANCE COMPANY

DeRidder, Louisiana

and

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS

Austin, Texas

and

SILVER OAK CASUALTY, INC.

DeRidder, Louisiana

and

any other insurance companies which are now or hereafter come under the ownership,

control or management of Amerisafe Insurance Group

(collectively the “Company”)

and

THE SUBSCRIBING REINSURER(S) EXECUTING THE

INTERESTS AND LIABILITIES AGREEMENT(S)

ATTACHED HERETO

(the “Reinsurer”)

ARTICLE I

BUSINESS COVERED


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	1

ARTICLE II

TERM

A.	This Contract will apply to all losses occurring during the period January 1, 2012, 12:01 a.m. Standard Time (as set forth in the Company’s policies), to January 1, 2013, 12:01 a.m. Standard Time.

B.	Upon the expiration or termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of expiration shall cease concurrently with the date of expiration of this Contract.

ARTICLE III

SPECIAL TERMINATION

A.	The Company may terminate a subscribing reinsurer’s share in this Contract by giving written notice to the subscribing reinsurer upon the happening of any one of the following circumstances:

A State Insurance Department or other legal authority orders the subscribing reinsurer to cease writing business, or


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	2

The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurer’s operations previously, or

The subscribing reinsurer has reinsured its entire liability under this Contract without the Company’s prior written consent, or

The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or

The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	3

ARTICLE IV

DEFINITIONS

A.	Act of Terrorism

B.	Declaratory Judgment Expense

C.	Extra Contractual Obligations/Loss in Excess of Policy Limits

Extra Contractual Obligations

An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy.

Loss in Excess of Policy Limits


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	4

D.	Loss Adjustment Expense

E.	Loss Occurrence

As respects losses resulting from Occupational or Industrial Disease or Cumulative Trauma, each employee shall be considered a separate Loss Occurrence subject to the following:

The terms “Occupational or Industrial Disease” and “Cumulative Trauma” as used in this Contract shall be as defined by applicable statutes or regulations.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	5

As respects General Liability policies where the Company’s limit of liability for Products and Completed Operations coverages is determined on the basis of the insured’s aggregate losses during a policy period, all such losses proceeding from or traceable to the same causative agency shall, at the Company’s option, be deemed to have been caused by one occurrence commencing at the beginning of the policy period, it being understood and agreed that each renewal or annual anniversary date of the policy involved shall be deemed the beginning of a new policy period.

F.	Net Earned Premium

Policy

H.	Ultimate Net Loss

ARTICLE V

TERRITORY

The territorial limits of this Contract shall be identical with those of the Company’s Policies.

ARTICLE VI

EXCLUSIONS

A.	This Contract does not apply to and specifically excludes the following:

Reinsurance assumed by the Company under obligatory reinsurance agreements, except:


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	6

Intercompany reinsurance between any of the reinsured companies under this Contract.

Reinsurance assumed through Policies issued by Cooperative Mutual Insurance Company.

Nuclear risks as defined in the “Nuclear Incident Exclusion Clause – Liability – Reinsurance – U.S.A.” (NMA 1590 21/9/67) attached hereto.

Any “Act of Terrorism” involving the use of nuclear, chemical, biological or radiological devices.

Workers’ Compensation where the principal exposure, as defined by the governing class code, is:

Operation of aircraft, but only if the annual estimated policy premium is $250,000 or more;

Operation of Railroads, subways or street railways;

Underground mining.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	7

As respects General Liability policies, exposures other than those identified below, as included in the General Liability section of the Company’s Commercial Lines Manual:

Class 97111 – Logging;

Class 58873 – Sawmill;

Class 59984 – Xxxxxxxx and Drivers;

Class 95410 – Grading of Land;

Class 45819 – Lumber Yard;

Class 10073 – Repair Shops and Drivers;

Class 43822 – Timber Cruiser;

Class 99793 – Truckmen Not Otherwise Classified;

Class 91591 – Contractors – Subcontracted Work Other Than Construction;

Class 49452 – Vacant Land.

E.	Notwithstanding the foregoing, any reinsurance falling within the scope of one or more of the exclusions set forth above that is specially accepted by the Reinsurer from the Company shall be covered under this Contract and be subject to the terms hereof.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	8

ARTICLE VII

TERRORISM ACT RECOVERIES

A.	Any financial assistance the Company receives under the Terrorism Act, shall apply as follows:

B.	Nothing herein shall be construed to mean that the losses under this Contract are not recoverable until the Company has received financial assistance under the Terrorism Act.

ARTICLE VIII

COVERAGE

A.	The Reinsurer shall be liable for the Ultimate Net Loss in excess of $10,000,000 as a result of any one Loss Occurrence. The Reinsurer’s liability in respect of any one Loss Occurrence shall not exceed $40,000,000.

B.	The Reinsurer’s liability in respect of Ultimate Net Loss amounts recoverable hereunder for an Act of Terrorism (as defined in the definition of “Act of Terrorism”) occurring during the term of this Contract shall not exceed $40,000,000. This paragraph is not subject the REINSTATEMENT ARTICLE.

C.	The Reinsurer’s liability in respect of all losses occurring during the term of this Contract shall not exceed $80,000,000.

D.	As respects the statutory portion of any Workers’ Compensation Policy, the Company’s Ultimate Net Loss subject to this Contract shall not exceed $10,000,000 as respects any one life, each Loss Occurrence

E.	The Company shall be permitted to purchase (or maintain) other reinsurance which inures to the benefit of this Contract.

F.	The Company shall be permitted to carry underlying reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	9

ARTICLE IX

REINSTATEMENT

A.	Should all or any part of the Reinsurer’s limit of liability be exhausted as a result of a Loss Occurrence, the sum so exhausted shall be reinstated from the date the Loss Occurrence commenced.

B.	For each amount so reinstated, the Company agrees to pay an additional premium at the time of the Reinsurer’s payment of the loss calculated in accordance with the following formula:

The percentage of the Reinsurer’s limit of liability exhausted for the Loss Occurrence; times

The Net Earned Premium for the term of this Contract (exclusive of reinstatement premium).

C.	Nevertheless, the Reinsurer’s liability hereunder shall not exceed $40,000,000 in respect of any one Loss Occurrence, and shall be further limited to $80,000,000 in respect of all losses occurring during the term of this Contract.

ARTICLE X

SPECIAL ACCEPTANCE


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	10

ARTICLE XI

ACCOUNTING BASIS

ARTICLE XII

REINSURANCE PREMIUM

A.	As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 0.4642% times its Net Earned Premium for the term of this Contract subject to a Minimum Premium of $1,056,000.

B.	The Company shall pay the Reinsurer a Deposit Premium of $1,320,000 payable in quarterly installments on January 1, April 1, July 1 and October 1.

ARTICLE XIII

NOTICE OF LOSS AND LOSS SETTLEMENTS

A.	As soon as practicable, the Company shall advise the Reinsurer of all bodily injury claims or losses involving any of the following:

Any claim or loss reserved at 50.0% or more of the Company’s retention under this Contract.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	11

Any claim involving any of the following injuries where the Company’s incurred loss is greater than or equal to $1,000,000:

Fatality.

Spinal cord injuries (e.g., quadriplegia, paraplegia).

Brain damage (e.g., seizure, coma or physical/mental impairment).

Severe burn injuries resulting in disfigurement or scarring.

Total or partial blindness in one or both eyes.

Major organ (e.g., heart, lungs).

Amputation of a limb or multiple fractures.

B.	The Company shall also advise the Reinsurer promptly of all losses which, in the opinion of the Company, may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Company, may materially affect the position of the Reinsurer.

ARTICLE XIV

LIABILITY OF REINSURERS


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	12

ARTICLE XV

LATE PAYMENTS

The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times

1/365ths of a rate equal to the 90-day Treasury Xxxx rate as published in The Wall Street Journal on the first business day following the date a remittance becomes due; times

The amount past due, including accrued interest.

It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.

B.	The establishment of the due date shall, for purposes of this Article, be determined as follows:

As respects the payment of deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract.

Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the10 days, interest will accrue on the payment or amount overdue in accordance with the interest penalty calculation above, from the date the proof of loss or demand for payment was transmitted to the Reinsurer.

D.	Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	13

ARTICLE XVI

ANNUITIES AT THE COMPANY’S OPTION

ARTICLE XVII

AGENCY AGREEMENT

ARTICLE XVIII

SUBROGATION

ARTICLE XIX

ERRORS AND OMISSIONS


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	14

ARTICLE XX

OFFSET

ARTICLE XXI

CURRENCY

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 Company 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 Company.

ARTICLE XXII

TAXES

ARTICLE XXIII

FEDERAL EXCISE TAX

(Applicable to those subscribing reinsurers who are domiciled outside the United States of America, excepting subscribing reinsurers exempt from Federal Excise Tax.)

A.	The subscribing reinsurer has 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 subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	15

ARTICLE XXIV

RESERVES AND FUNDING

The subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, 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:

To reimburse the Company for the subscribing reinsurer’s obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;


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Casualty Catastrophe XOL Contract	16

To make refund of any sum which is in excess of the actual amount required to pay the subscribing reinsurer’s obligations under this Contract;

To pay the subscribing reinsurer’s share of any other amounts the Company claims are due under this Contract.

E.	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.

F.	At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the subscribing reinsurer’s obligations, for the sole purpose of amending the Letter of Credit, in the following manner:

ARTICLE XXV

NET RETAINED LINES


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Casualty Catastrophe XOL Contract	17

ARTICLE XXVI

THIRD PARTY RIGHTS

ARTICLE XXVII

SEVERABILITY

ARTICLE XXVIII

GOVERNING LAW

ARTICLE XXIX

INSPECTION OF RECORDS

B.	If any undisputed amounts are overdue from the Reinsurer to the Company, the Reinsurer shall have access to such records only upon payment of all such overdue amounts.


93948003-12 (1-1-12)		12-21-11
Casualty Catastrophe XOL Contract	18

ARTICLE XXX

CONFIDENTIALITY

B.	Absent the written consent of the Company, the Reinsurer will not disclose any Confidential Information to any third parties, except when:

The disclosure is to professional advisors or to authorized agents of the Reinsurer performing underwriting, claim handling, pricing, placement and/or evaluation services for the Reinsurer; or

The Confidential Information is publicly known or has become publicly known through no unauthorized act of the Reinsurer; or

Required by retrocessionaires subject to the business ceded to this Contract; or

Required by state regulators performing an audit of the Reinsurer’s records and/or financial condition; or

Required by auditors performing an audit of the Reinsurer’s records in the normal course of business.

C.	Further, the Reinsurer agrees not to use any Confidential Information for any purpose not permitted by this Contract or not related to the performance of their obligations or enforcement of their rights under this Contract.

E.	The provisions of this Article will extend to the officers, directors, shareholders, and employees of the Reinsurer and its affiliates, who have received Confidential Information in accordance with this Contract and will be binding upon their successors and assigns.


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Casualty Catastrophe XOL Contract	19

ARTICLE XXXI

SUNSET AND COMMUTATION

B.	If both parties agree to commute the unsettled losses subject to the Contract, then the Reinsurer’s liability for all such unsettled losses shall then be commuted.

D.	The following factors shall be utilized in establishing the commutation price:

Medical Escalation Rate

The medical escalation rate shall be a reasonable estimate of future medical inflation.

Discount Rate

The discount rate shall be the annualized 10-year US Treasury Xxxx rate at the Valuation Date.

Mortality Tables

Impairment

Impairment factors shall be based on the individual claim characteristics.


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Casualty Catastrophe XOL Contract	20

Any other method of calculating the commutation price of one or more losses subject to this Contract may be used as mutually agreed between the Company and the Reinsurer.

F.	The settlement agreed upon by a majority of the panel of actuaries shall be final and binding on both parties and set forth in a sworn written document expressing their professional opinion that said value is fair for the complete mutual release of all liabilities in respect of such reserves.

H.	This Article shall survive the expiration of this Contract.

ARTICLE XXXII

INSOLVENCY


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Casualty Catastrophe XOL Contract	21

B.	Where two or more subscribing 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 Company.

D.	In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

ARTICLE XXXIII

ARBITRATION

B.	The Company shall have the option to either litigate or arbitrate where:

The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or

The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE.

The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. Should the two arbitrators fail to choose the third arbitrator within 30 days of the appointment of the second arbitrator, the parties shall appoint the third arbitrator pursuant to the XXXX Reinsurance and Insurance Arbitration Society – U.S. (XXXXX) Umpire Selection Procedure. All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London.


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F.	In the event an arbitrator is unable to serve due to death, disability or other incapacity, a replacement arbitrator shall be chosen in accordance with the procedures set forth in this Article for the original selection of the arbitrator.

G.	The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof.

ARTICLE XXXIV

SERVICE OF SUIT


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B.	Service of process in such suit may be made upon the agent for the service of process (“agent”) named below, depending on the jurisdiction where the Company chooses to bring suit:


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ARTICLE XXXV

ENTIRE AGREEMENT

ARTICLE XXXVI

MODE OF EXECUTION

ARTICLE XXXVII

INTERMEDIARY


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IN WITNESS WHEREOF, the Company by its duly authorized representative has executed this Contract as of the date specified below:

Signed this 12^th day of January, 2012.

AMERICAN INTERSTATE INSURANCE COMPANY

AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS


SILVER OAK CASUALTY, INC.

By		/s/ Xxxxx X. Xxxx
Printed Name		Xxxxx X. Xxxx
Title		Senior VP


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NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.

Limited Exclusion Provision.*

I.	It is agreed that the policy does not apply under any liability coverage,

(injury, sickness, disease, death or destruction,

(bodily injury or property damage

II.

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

Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad)

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

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 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


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(bodily injury or property damages 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 threat.

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 and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; “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) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,

(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

(i) Garage and Automobile Policies issued by the Reassured on New York risks, or

(ii) 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.

*	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 include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words.

00/0/00

X.X.X. 0000

XXXX 35A


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ALTERRA BERMUDA LIMITED

/s/ Xxxx Xxx

Print Name