FIRST AMENDMENT TO THE SERVICES AGREEMENT
FIRST AMENDMENT to the Services Agreement, dated March 4,
1997 (this "Amendment"), between Risk Enterprise
Management Limited ("REM"), a Delaware corporation,
Zurich Centre Investments Limited, a Bermuda corporation
("ZCI"), Home Holdings Inc., a Delaware corporation
("Home Holdings"), U.S. International Reinsurance
Company, a stock reinsurance company domiciled in New
Hampshire ("USI Re"), and The Home Insurance Company, a
New Hampshire company which by merger became successor in
interest to The Home Indemnity Company, The Home
Insurance Company of Wisconsin, City Insurance Company,
The Home Insurance Company of Illinois, The Home
Indemnity Company of Indiana and Home Lloyds Insurance
Company of Texas. (The Home Insurance Company will be
referred to herein as "The Home").
WITNESSETH
WHEREAS, REM, ZCI, Home Holdings, USI Re and The
Home entered into a certain Services Agreement dated June
12, 1995 (such agreement and any amendment thereto,
including this Amendment, hereinafter is defined as the
"SERVICES AGREEMENT") (All capitalized terms, unless
defined herein, shall have the meaning ascribed to them
in the original Services Agreement.);
WHEREAS, pursuant to the SERVICES AGREEMENT, REM was
appointed the exclusive agent to provide, inter alia, The
Home and USI Re with certain services necessary for the
continuing operation of The Home and USI Re;
WHEREAS, effective 3/3/97 the Commissioner of
Insurance for the State of New Hampshire ("Commissioner")
issued an Order of Supervision for The Home and its
insurance subsidiaries pursuant to specific authority
granted to him under R.S.A. 404-F:II(b) and the general
authority granted to him under R.S.A. 400-A:14 ("Order");
WHEREAS, pursuant to the Commissioner's increased
oversight of The Home and USI Re under the Order, The
Home desires to limit REM's current level of authority to
conduct The Home's and USI Re's business without prior
approval;
WHEREAS, Section 2(c) of the SERVICES AGREEMENT
grants The Home's Board of Directors ("Home Board") and
USI Re's Board of Directors ("USI Re Board") the right to
specify in writing to REM such transactions, other than
the transactions set out in such Section 2(c), for which
REM must provide notification to, or seek prior approval
of, the Home Board or the USI Re Board;
WHEREAS, The Home and USI Re desire that REM assist
The Home and USI Re in insuring The Home's and USI Re's
compliance with the Order;
NOW, THEREFORE, in consideration of The Home's, USI
Re's and REM's mutual desires that REM continue to
service The Home's and USI Re's continuing operations,
and such other mutual promises and covenants hereinafter
set forth, the sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Recognition of the Order of Supervision. REM
acknowledges the Order, and agrees to act in good
faith to insure The Home's and USI Re's compliance
with the Order.
2. Additional Service Transactions Requiring Prior
Approval. The Home Board and the USI Re Board
require REM to seek additional prior approvals, and
REM agrees to seek same, for any transaction listed
in the Order for which The Home or USI Re would be
required to seek prior approval from the
Commissioner or his designee. (Collectively, the
foregoing transactions shall be defined as
"Additional Prior Approval Transactions")
3. The Commissioner's Right to Prior Approval. The
Home Board and the USI Re Board require REM to seek
prior approvals for Additional Prior Approval
Transactions from the Commissioner or his designee,
and REM agrees to seek prior approval for the
Additional Prior Approval Transactions from the
Commissioner or his designee as provided for in the
Order.
4. Assignment or Transfer. If REM assigns or transfers
the SERVICES AGREEMENT, including a transfer by
operation of law, the Home Board or the USI Re Board
within 30 days thereafter may terminate the SERVICES
AGREEMENT upon forty-five days written notice.
5. No Third-Party Beneficiaries. This Agreement is not
intended to confer upon any person other than the
parties hereto any rights or remedies hereunder,
except that the Commissioner or his designee is
granted third party beneficiary rights to enforce
The Home's and USI Re's rights under the SERVICES
AGREEMENT.
6. Additional Causes for Termination. In the event the
Home Board or the USI Re Board fails to reach
agreement with REM on any budget for REM's provision
of services to The Home or USI Re, respectively,
pursuant to the SERVICES AGREEMENT, the Home Board
or the USI Re Board, as the case may be, may
unilaterally impose any budget modification (a
"Budget Modification"), effective immediately.
Notwithstanding the preceding sentence, in the event
of a Board's unilateral imposition of any Budget
Modification, REM shall have the right to terminate
the SERVICES AGREEMENT with respect to the services
rendered to such affected company upon ninety (90)
days written notice to The Home or USI Re, as the
case may be; provided however that in such event (a)
the Budget Modification shall not take effect until
REM ceases to provide services to the affected
company under the SERVICES AGREEMENT, and (b) The
Home or USI Re, as the case may be, shall have the
right to terminate the SERVICES AGREEMENT with
respect to it prior to the expiration of such ninety
days, but in no event earlier than sixty days from
the date of such notice. Termination of the
SERVICES AGREEMENT pursuant to this Section 6 shall
not accelerate payment of the Contingent Fees.
7. Board Approval of REM Personnel. The Home Board or
the USI Re Board, as the case may be, may, upon
thirty (30) days' written notice, instruct REM to
replace any individual REM employee providing
services to The Home or USI Re, respectively,
pursuant to the SERVICES AGREEMENT.
8. Continuation of the SERVICES AGREEMENT. The
Services Agreement, as amended by this Amendment,
shall otherwise continue in full force and effect.
9. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together
shall constitute a single agreement, and any of the
parties hereto may execute this Amendment by signing
a counterpart.
IN WITNESS WHEREOF, REM, ZCI, Home Holdings, USI Re
and The Home have caused this Amendment to be duly
executed by their respective authorized officers as of
the date first above written.
RISK ENTERPRISE MANAGEMENT LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President &
Chief Operating Officer
THE HOME INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President &
General Counsel
ZURICH CENTRE INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
HOME HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
U.S. INTERNATIONAL REINSURANCE
COMPANY
By:
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President &
Controller
