WORKERS COMPENSATION RETROCESSIONAL STOP LOSS AGREEMENT
This agreement is madeand entered into by and between both Chartwell
Reinsurance Company, a Minnesota corporation and The Insurance Corporation of
New York, a New York corporation (hereinafter called the
"Retrocedent/Reinsured") and Western General Insurance Ltd. (hereinafter called
the "Retrocessionaire") a Bermuda corporation.
ARTICLE 1 - BUSINESS COVERED
The Retrocessionaire shall indemnify the Retrocedent/Reinsured with respect
to their net retained liability in respect of designated workers compensation
insurance coverage A and B) reinsurance and insurance as set forth in Schedules
A and B attached and made partof this Agreement and as may be amended by mutual
agreement to add additional reinsurance treaties or insurance programs as
requested by the Retrocedent/Reinsured ("Subject Business").
ARTICLE 2 - TERM
The term of this agreement shall be from 12:01 a.m. eastern standard time,
January 1, 1997 until December 31, 1997, both days inclusive and shall apply to
all in-force, new and renewal Original Contracts (as defined herein) of Subject
business attaching during this period and listed on Schedule A. Notwithstanding
the termination of this agreement as provided in this Article 2, its provisions
will continue to apply to all unexpired Original Contracts ( as defined herein)
until the termination of such Original Contracts,not toexceed twelve (12) months
plus odd time from the date of termination of this Agreement (the "Run-Off
Period").
Notwithstanding the other provisions in this Article, in the event the
Original Contracts are written in a jurisdiction where cancellation, renewal or
non-renewal is regulated by the insurance authorities, and the
Retrocedent/Reinsured is bound by such regulations and statutes of said
jurisdictions or by judicial decisions, the Retrocessionaire will remain liable
on such Original Contracts in force at the termination date of this Agreement
(and will receive premium therefor) until the date each terminates or until the
first renewal date when said Original Contracts can be lawfully nonrenewed,
whichever occurs first. If, however, the Retrocedent/Reinsured holds the Subject
Business on a net basis and for their own account, the Retrocessionaire will not
be liable for longer than the Run-Off Period.
ARTICLE 3 - TERRITORY
This Agreement will apply to the same territory as covered by the Original
Contracts.
ARTICLE 4 - EXCLUSIONS
The exclusions shall be identical in all respects as those set forth in the
Original Contracts covered hereunder, it being understood that the
Retrocessionaire shall follow the fortunes of the Retrocedent/Reinsured in all
respects. However, the Nuclear Incident Exclusion, attached to, and made part of
this Agreement, shall supersede any similar exclusions contained in Original
Contracts.
ARTICLE 5 - LIMITS AND RETENTIONS
Pursuant to Coverage A, the Retrocedent/Reinsured shall retain 100% of
losses until a 55% Loss Ratio (as defined in Article 6) is attained and the
Retrocessionaire shall cover 100% of losses when the Loss Ratio exceeds 55%
until the Loss Ratio equals 72%.
Under Coverage B, the Retrocedent/Reinsured shall retain 100% of losses
when and after the Loss Ratio exceeds 72% until the Loss Ratio equals 79%. The
Retrocessionaire shall cover 100% of losses when the Loss Ratio exceeds 79%
until the Loss Ratio equals 89%. However, in no event shall the Retrocessionaire
be liable for more than $7,610,000 pursuant to Coverage B.
ARTICLE 6 - DEFINTIONS
"Original Contracts", means all agreements covering Subject Business
pursuant to which the Retrocedent/Reinsured provides reinsurance indemnity to an
original reinsured and all policies, binders, contracts or agreements of
insurance, whether written or oral, as written by the Retrocedent/Reinsured.
"Experience Account", means with respect to the profit sharing commission,
the result derived from the calculation of income minus outgo.
"Obligations" means:
I. Losses and allocated loss expenses paid by the ceding company, but not
recovered from the reinsurer; II. Reserves for losses reported and outstanding;
III. Reserves for losses incurred but not reported; and IV. Reserves for
allocated loss expenses and unearned premiums.
"Incurred Losses/Ultimate Net Loss" means those losses occurring during the
accident year of 1997, subject to extension for the Run-Off Period on Subject
Business written during the period of 1/1/97 - 12/31/97. Incurred
Losses/Ultimate Net Loss are determined by the Retrocedent/Reinsured and include
paid losses, paid loss adjustment expenses, outstanding case and loss adjustment
expenses reserves, incurred but not reported losses and related loss adjustment
expense, net of reinsurance recoveries that would inure to the benefit of the
Retrocessionaire under this Agreement as per Schedule B.
"Loss Ratio" means the ratio of earned premium to incurred losses.
"Subject Net Earned Premium" shall mean premium earned on Subject Business
during the term of this Agreement, less premiums ceded and earned for
reinsurance that would inure to the benefit of the Retrocessionaire.
"Taxes" shall mean all applicable United States taxes including federal
income, excise and withholding taxes.
ARTICLE 7 - NET RETAINED LINES
This Agreement applies only to that portion of any Original Contract which
the Retrocedent/Reinsured retains net for their own account, and in calculating
the amount of any loss hereunder and also in computing the amount or amounts in
excess of the retentions, only loss or losses in respect of that portion of any
Original Policy which the Retrocedent/Reinsured retains net for their own
account shall be included.
The amount of the Retrocedent's/Reinsured's liability hereunder in respect
of any loss or losses shall not be increased by reason of the inability of the
Retrocedent/Reinsured to collect reinsurance recoverable from any other
reinsurer(s).
ARTICLE 8 - EXTRA CONTRACTUAL OBLIGATIONS
This Agreement shall cover the Retrocedent/Reinsured within the limits set
forth in Article 5, where the Ultimate Net Loss includes Extra Contractual
Obligations. The term "Extra Contractual Obligations" is defined as those
liabilities not covered under any other provision of this Agreement that arise
from the handling of any claim on Subject Business, such liabilities arising
because of, but not limited to, the following: failure by the
Retrocedent/Reinsured to settle within the limit of an Original Con tract, 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 or any
action against its insured or reinsured, or in the or prosecution of an appeal
consequent upon such action.
The date on which any Extra Contractual Obligation is incurred by the
Retrocedent/Reinsured shall be deemed, in all circumstances, to be the date of
loss under the Original Contract. However, this Article shall not apply where
the loss has been incurred due to fraud by a member of the Board of Directors or
a corporate officer of the Retrocedent/Reinsured acting individually or
collectively or in collusion with any individual or corporation or any other
organization or party involved in the presentation, defense or settlement of
any claim covered hereunder.
This Agreement shall cover all loss from Extra Contractual Obligations
how so ever arising where the loss is incurred by the Retrocedent/Reinsured as a
result of its issuance of an Original Contract of insurance or reinsurance that
provides cover for such loss. Where such loss results from a contractual
liability arising out of an Original Contract of reinsurance,
Retrocedent/Reinsured may include all of such Extra Contractual Obligation for
the purpose of calculating the Ultimate Net Loss hereunder.
ARTICLE 9 - EXCESS OF ORIGINAL POLICY LIMITS
This Agreement shall cover the Retrocedent/Reinsured, within the limits set
forth in Article 5, in accordance with the provisions of the excess of original
policy limits clauses contained in the Retrocedents' Original Contracts of
reinsurance for any loss for which the Retrocedents may be legally liable to pay
in excess of the limits of the Original Contract of reinsurance.
In addition, this Agreement shall cover the Retrocedent/Reinsured, within
the limits set forth in Article 5, for any loss for which the
Retrocedent/Reinsured may be legally liable to pay in excess of the limits of
Original Contracts of insurance, such loss in excess of that limit having been
incurred because of its failure to settle within the limit of the Original
Contract of insurance or by reason of alleged or actual negligence, fraud, or
bad faith in rejecting an offer of settlement or in the preparati on of the
defense or in the trial of any action against the original insured or reinsured
or in the preparation or prosecution of an appeal consequent upon such action.
However, this Agreement shall not cover any loss incurred due to the fraud
of a member of the Board of Directors or a corporate officer of the
Retrocedent/Reinsured acting individually or collectively or in collusion with
any individual or corporation or any other organization or party involved in the
presentation, defense, or settlement of any claim covered hereunder.
For the purposes of this Article 9, the word "loss" shall mean any amount
for which the Retrocedent/Reinsured would have been contractually liable to pay
had it not been for the limit of an Original Contract.
Recoveries from any form of coverage that protects the
Retrocedent/Reinsured against claims which are the subject matter of this
Article shall inure to the benefit of the Retrocessionaire.
ARTICLE 10 - REINSURANCE PREMIUM
A deposit premium of $6,524,000 will be paid to the Retrocessionaire at the
inception of this Agreement. The premium shall be adjusted and the amount of the
adjustment shall be equal to the difference between the deposit premium and 8.6%
of the Subject Net Earned Premium for the term of this Agreement and will be
payable to either party on February 15, 1998. In no event shall the total
premium, inclusive of the adjustment, exceed $7,176,400.
ARTICLE 11 - PROFIT SHARING COMMISSION
The Retrocessionaire shall pay a profit sharing commission, subject to full
and final commutation as provided in this Agreement, equal to the Experience
Account balance, if the balance of such account is positive. The Experience
Account shall be calculated as follows: INCOME 1. Total reinsurance premium 2.
Plus cumulative interest credit 3. Plus reinsurance premium adjustment
INCOME
1. Total reinsurance premium
2. Plus cumulative interest credit
3. Plus reinsurance premium adjustment
OUTGO
4. $250,000
5. Letter of credit costs (if applicable)
6. Trust fund costs (if applicable)
7. Cumulative losses paid
The income shall be the sum of Nos. 1 thru 3 above less outgo which is the
sum of Nos. 4 thru 7 above. The interest credit for the current quarter shall be
determined by multiplying the balance in the Experience Account as of the end of
the prior calendar quarter by 1.608% (6.59% annualized). The interest credit
shall be pro-rated for the first quarter by dividing the number of days the
funds were held by 91 and multiplying the product derived by the amount of the
interest credit.
ARTICLE 12 - REPORTS AND REMITTANCES
1. The Retrocedent/Reinsured shall furnish to the Retrocessionaire at least
sixty (60) days prior to the close of the calendar quarter an estimate of the
amount of Incurred Losses/Ultimate Net Loss ceded pursuant to this Agreement as
of the close of that calendar quarter.
2. The Retrocedent/Reinsured shall furnish to the Retrocessionaire within
forty five (45) days after the close of each calendar quarter.
A. A quarterly account of earned premium on Subject Business.
B. A quarterly account of paid and unpaid Ultimate Net Loss. These reports
shall be known collecting as the quarterly accounts(the "Quarterly Accounts").
3. The Retrocessionaire shall furnish to the Retrocedent/Reinsured
forty-five (45) days after the close of each quarter a reconciliation of the
Experience Account from inception to the close of the most recent preceding
calendar quarter.
4. All amounts due and payable hereunder shall be remitted directly by wire
transfer between the Retrocedent/Reinsured and the Retrocessionaire unless
otherwise agreed to by the parties.
5. Any amounts due from one party to the other that are not paid within the
time period specified in Article 12 shall accrue interest from the date the
payment is due at a rate equal to the greater of (1) 1% per month, compounded
semi-annually, or (2) the yield on the one year United States treasury xxxx
existent on the first day after the previous January 1st, as published in the
Wall Street Journal, plus 250 basis points.
ARTICLE 13 - SETTLEMENT DATES
The Retrocessionaire agrees to pay the Retrocedent/Reinsured the amounts of
Ultimate Net Loss due hereunder and paid by the Retrocedent/Reinsured (or
payable in accordance with Article 20) quarterly in arrears. Payment will be
made within thirty (30) days following receipt of the Quarterly Accounts. If the
Retrocessionaire reasonably believes that any information contained in the
Quarterly Accounts is erroneous, the Retrocessionaire shall, within five (5)
days following receipt of the Quarterly Accounts , notify the
Retrocedent/Reinsured of the suspected error in writing. In such case the
Retrocessionaire shall make payment within thirty (30) days after the
Retrocedent/Reinsured corrects the error or explains the reason that the
Quarterly Accounts are correct.
Notwithstanding any provision to the contrary contained herein, and except
as provided in Articles 8 & 9, coverage pursuant to this Agreement is expressly
limited to claims or losses arising under the Original Contracts that are within
the terms, conditions and limitations of the Original Contract and within the
terms, conditions and limitations of this Agreement.
ARTICLE 14 - COMMUTATION
At the Retrocedent's/Reinsured's request, this Agreement may be commuted
within the first year provided that the Experience Account contains a credit
balance. In such event the Retrocessionaire will pay to the
Retrocedent/Reinsured $200,000 in addition to the credit balance in the
Experience Account.
In addition, the Retrocedent/Reinsured may, at their sole option, commute
this Agreement at any December 31st, beginning on December 31, 1997 after giving
ninety (90) days prior written notice of the intent to commute to the
Retrocessionaire by registered or certified mail.
If, at the time of commutation, the ceded unpaid Ultimate Net Loss is less
than, or equal to, the balance in the Experience Account, the Retrocessionaire
agrees to pay an amount equal to all ceded unpaid Ultimate Net Loss as
calculated by the Retrocedent/Reinsured.
If, at the time of commutation the ceded unpaid Ultimate Net Loss is
greater than the balance in the Experience Account, the ceded unpaid Ultimate
Net Loss shall be commuted at the present value in an amount to be mutually
agreed by the parties. If the present value amount of the ceded unpaid Ultimate
Net Loss cannot be mutually agreed by the Retrocedent/Reinsured and the
Retrocessionaire, then a mutually acceptable independent third party actuary
shall be retained to independently estimate the present va xxx amount of the
ceded unpaid Ultimate Net Loss (the cost of which shall be shared equally by the
Retrocedent/Reinsured and Retrocessionaire). If such actuary's estimation is
acceptable to both Retrocedent/Reinsured and Retrocessionaire, then this
Agreement shall be commuted at the value as estimated by the actuary. If
actuary's estimation is unacceptable to either the Retrocedent/Reinsured or the
Retrocessionaire, or if the parties cannot agree on the selection of the
actuary, then the Agreement will not be commuted at that time. However, the
Retrocedent/Reinsured may, as provided in this Article 14, make subsequent
requests to commute following the procedures set forth in this Article.
Payment of the ceded unpaid Ultimate Net Loss and premium refund, if any,
by the Retrocessionaire as set forth above shall constitute a complete and final
release of the retrocessionaire in respect of any and all obligations of any
nature whatsoever to the Retrocedent/Reinsured arising pursuant to this
Agreement.
ARTICLE 15 - FUNDS TRANSFERRED\SECURITY
The Retrocessionaire shall collaterize 100% of all Obligations arising
pursuant to this Agreement in a trust fund and/or by a Letter of Credit (LOC)
from a bank approved by the US Federal Reserve. The sum of the market value of
assets held in the trust fund plus the LOC shall equal or exceed all Obligations
ceded to the Retrocessionaire. If a trust fund is established the
Retrocessionaire shall provide, or it shall ensure that the trustee or bank
provides a statement of assets in the trust agreement on a quarterly basis. All
costs of the trust fund and letter of credit charges, if any, shall be paid by
the Retrocessionaire and deducted from the Experience Account as paid.
ARTICLE 16 - CHANGE IN CONTROL CLAUSE
The Retrocessionaire will have the option to commute this Agreement if
there is a change in control in the Retrocedent/Reinsured. The option must be
exercised within 60 days of the date of the change in control.
"Change in Control" shall mean any of the following occurrences:
(i) any "person," as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, or securities of Chartw ell representing
50% or more of the combined voting power of Chartwell's then outstanding
securities;
(ii) during any period of not more than two consecutive years (not
including any period prior to the adoption of the Plan), individuals who at the
beginning of such period constitute the Board of Directors and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (i), (iii), or (iv)
of this Section) whose election by the Board of Directors or nomination for
election was approved by a vote of at least two -thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (A) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediatel y after such merger
or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of Chartwell (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 50% of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
ARTICLE 17 - RIGHT OF OFFSET
The Retrocedents/Reinsured and the Retrocessionaire may offset any balance
or amount due from one party to the other under this Agreement or any other
contract heretofore or hereafter entered into between the parties, whether
acting as assuming reinsurer or ceding company or in any other capacity.
ARTICLE 18 - ARBITRATION
Any dispute arising out of the interpretation, performance or breach of
this Agreement, including the formation or validity thereof, shall be submitted
for decision to a panel of three arbitrators. A demand for arbitration will be
made in writing and sent certified or registered mail, return receipt requested.
One arbitrator shall be chosen by each party and the two arbitrators shall
choose an impartial third arbitrator who shall preside at the hearing. If either
party fails to appoint its arbitrator within thirty (30) days after being
requested to do so by the other party, the latter, after ten (10) days notice by
certified or registered mail of its intention to do so, may appoint the second
arbitrator.
If the two arbitrators are unable to agree upon the third arbitrator within
thirty (30) days of their appointment, the third arbitrator shall be selected
from a list of six individuals (three named by each arbitrator) by a judge of
the federal district court having jurisdiction over the geographical area in
which the arbitration is to take place, or if the federal court declines to act,
the state court having general jurisdiction in such area.
All arbitrators shall be disinterested active or former executive officers
of insurance or reinsurance companies or Underwriters at Lloyd's of London.
Within thirty (30) days after all arbitrators have been selected, 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, New York, New York, or at such other
place as the parties to the proceeding shall mutually agree. Insofar as the
arbitration panel looks to substantive law, it shall consider the law of the
State of New York. The decision of any two arbitrators when rendered in writing
shall be final and binding on the parties to th e proceeding. The panel is
empowered to grant interim relief as it may deem appropriate.
The panel shall interpret this Agreement as an honorable engagement rather
than as merely a legal obligation and 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.
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.
If more than one Retrocessionaire is involved in arbitration where there
are common questions of law or fact and a possibility of conflicting awards or
inconsistent may result, all such Retrocessionaire shall constitute and act as
one party for purposes of this Article and communications shall be made by the
Retrocedent/Reinsured to each of the Retrocessionaire constituting the one
party. However, the rights of such Retrocessionaire to assert several, rather
than joint defenses or claims shall not be impa ired, nor be construed as to
change the liability of the Retrocessionaire under the terms of this Agreement
from several to joint.
ARTICLE 19 - ACCESS TO RECORDS
The Retrocessionaire or its duly accredited representatives shall have
access to the books and records of the Retrocedent/Reinsured on matters
reasonably relating to this Agreement at all reasonable times for the purpose of
obtaining information concerning this Agreement or the subject matter hereof.
Access to premium records is restricted to within seven (7) years of the
expiration of this Agreement.
ARTICLE 20 - INSOLVENCY
In the event of the Retrocedent/Reinsured's insolvency, the amounts due
under this Agreement will be paid by the Retrocessionaire on the basis of the
Retrocedent/Reinsured's liability under the Original Contracts without
diminution because of the Retrocedent/Reinsured's insolvency or because its
liquidator, receiver, conservator, or statutory successor has failed to pay all
or a portion of any claims, subject however to the right of the Retrocessionaire
to offset against such amounts due hereunder, any sum s that may be payable to
them by said insolvent Retrocedent/Reinsured in accordance with the Article 17.
Such amounts will be paid by the Retrocessionaire directly to the
Retrocedent/Reinsured, its liquidator, receiver, conservator, or statutory
successor except (a) where this Agreement specifically provides for another
payee in the event of the Retrocedent/Reinsured insolvency or (b) where the
Retrocessionaire with the consent of the direct insured or insureds, have
assumed such policy obligations of the Retrocedent/Reinsured as direct
obligations of, themselves to the payees under such policies in substitution for
the Retrocedent/Reinsured's obligation to such payees. The
Retrocedent/Reinsured's liquidator, receiver, conservator, or statutory
successor will give written notice of the pendency of a claim against the
Retrocedent/Reinsured under the policies reinsured within a reasonable time
after such claim is filed in the insolvency proceeding. During the pendency of
such claim, the Retrocessionaire may investigate said claim and interpose in the
proceeding where the claim is to be adjudicated, at their own expense, any
defense that they may deem available to the Retroc edent/Reinsured, its
liquidator, receiver, conservator, or statutory successor. The expense thus
incurred by the Retrocessionaire will be chargeable against the
Retrocedent/Reinsured, subject to court approval, as part of the expense of
conservation or liquidation to the extent that such
proportionate share of the benefit will accrue to the Retrocedent/Reinsured
solely as a result of the defense undertaken by the Retrocessionaire. Where two
or more Retrocessionaires are involved in the same claim, and a m ajority in
interest elect to interpose defense to such claim, the expense will be
apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by the Retrocedent/Reinsured.
ARTICLE 21 - FEDERAL EXCISE TAX
A. The Retrocessionaire has agreed to allow for the purpose of paying the
Federal Excise Tax based upon 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
Retrocessionaire will deduct the applicable percentage of federal excise tax
paid from the return premium and the Retrocedent/Reinsured or its agent should
take steps to recover the tax from the United States Government.
ARTICLE 22 - FOLLOW THE FORTUNES
All cessions made under this agreement shall be subject to all the general
and special conditions, stipulations and endorsements of the Original Contracts
accepted by the Retrocedent/Reinsured, it being understood that the general
intention of this Agreement is that the Retrocessionaire shall share the
fortunes of the Retrocedent/Reinsured to the extent of its interest in such
reinsurances/insurances.
ARTICLE 23 - ERRORS AND OMISSIONS
Any omission or error by any party to this agreement will not relieve any
party of liability hereunder, provided such act, omission, or error is not
prejudicial to the any other party and is rectified promptly upon discovery by
the responsible party.
ARTICLE 24 - CURRENCY
The provisions of this agreement involving dollar designated amounts are
express in United States currency and all payments shall be made in this
currency.
ARTICLE 25 - GOVERNING LAW
This agreement shall be interpreted and governed by the laws of the state
of New York without regard to its principles of choice of law.
ARTICLE 26 - SERVICE OF SUIT
In the event of the failure of the Retrocessionaire hereon to pay any
amount claimed to be due hereunder, such Retrocessionaire at the request of the
Retrocedent/Reinsured, will 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 Retrocessionaire's rights to
commence an action in any court of competent jurisdiction in the United States,
to remove an action to a United States Di strict 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. Service of process in such suit may be made upon
Mendes & Mount, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 XXX or another
party specifically designated in the applicable Interests and Liabilities
Agreement attached hereto. In any suit instituted against it upon this
Agreement, the Retrocessionaire will abide by the final decision of such court,
or of any ap pellate court in the event of any appeal.
The above-named are authorized and directed to accept service of process on
behalf of the Retrocessionaire in any such suit and/or upon the request of
Retrocedent/Reinsured to give a written undertaking to the Retrocedent/Reinsured
that they will enter a general appearance upon the Retrocessionaire's behalf in
the event such a suit will be instituted.
Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefore, the Retrocessionaire hereon
hereby designates the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or the successor or
successors in office, as its true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Retrocedent/Reinsured or any beneficiar y hereunder, arising out of this
Agreement, 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.
ARTICLE 27 - NO THIRD PARTY RIGHTS
This agreement is solely between the Retrocedent/Reinsured and the
Retrocessionaire, and no instance shall any other party have any rights under
this agreement except as expressly provided otherwise in the insolvency article.
ARTICLE 28 - NO IMPLIED WAIVER
The failure of any party to enforce any of the provisions herein shall not
be construed to be a waiver of the right of such party to enforce any such
provision.
ARTICLE 29 - PARTICIPATION
This agreement obligates the Retrocessionaire for 100% of the interests and
liabilities set forth under this Agreement.
IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers, have executed this Contract, to be effective on the date indicated.
CHARTWELL REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Executive Vice President,
Chief Underwriting Officer
Date: September 30, 0000
XXX XXXXXXXXX XXXXXXXXXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Executive Vice President,
Chief Underwriting Officer
Date: September 30, 1997
WESTERN GENERAL INSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: President & Managing Director
Date: September 30, 1997
