Exhibit 10.11
FIRST AND SECOND UNDERLYING EXCESS OF LOSS
REINSURANCE AGREEMENT
This Agreement is made and entered into by and between CALIFORNIA INDEMNITY
INSURANCE COMPANY, Pleasanton, California, COMMERCIAL CASUALTY INSURANCE
COMPANY, Pleasanton, California, CII INSURANCE COMPANY, Pleasanton, California,
SIERRA INSURANCE COMPANY OF TEXAS, Dallas, Texas, (hereinafter together called
the "Company") and the Reinsurer specifically identified on the signature page
of this Agreement (hereinafter called the "Reinsurer").
ARTICLE 1
BUSINESS REINSURED
This Agreement is to indemnify the Company in respect of the net excess
liability as a result of any loss or losses which may occur during the term of
this Agreement under any Policies covering statutory Workers' Compensation,
including Employers' Liability and Longshore and Harbor Workers' Compensation
Act business (USL&HW not to exceed 20% of the Company's total Gross Net Earned
Premium Income, or so deemed), in force, written or renewed by the Company
during the term of this Agreement, subject to the terms and conditions contained
herein.
ARTICLE 2
COVER
The Reinsurer will be liable in respect of each and every Loss Occurrence,
irrespective of the number of Policies involved, for
A. 75% of the Ultimate Net Loss over and above an initial Ultimate Net Loss of
$10,000 each and every Loss Occurrence, subject to a limit of liability to
the Reinsurer of $30,000 (being 75% of $40,000) of Ultimate Net Loss each
and every Loss Occurrence. The Company will retain 25% of all losses
recoverable hereunder net and unreinsured except to the extent reinsured
among or between the individual named Companies.
B. 100% of the Ultimate Net Loss over and above an initial Ultimate Net Loss
of $50,000 each and every Loss Occurrence, subject to a limit of liability
to the Reinsurer of $450,000 of Ultimate Net Loss each and every Loss
Occurrence.
Recoveries from Section A. will not be deducted when establishing Ultimate Net
Loss for purposes of Section B.
ARTICLE 3
TERM
This Agreement shall become effective at 12:01 a.m., Las Vegas, Nevada local
time, July 1, 1998, and shall remain in full force and effect for twenty-four
months, expiring 12:01 a.m., Las Vegas, Nevada local time, July 1, 2000.
Upon expiration of this Agreement, the entire liability of the Reinsurer for
losses occurring subsequent to expiration shall cease concurrently with the
expiration.
However, the Company will have the option of requiring the Reinsurer to continue
to cover all Policies which are in force at the date of the expiration of this
Agreement until the natural expiration or anniversary of such Policies,
whichever occurs first, but in no event longer than 12 months, plus odd time,
not to exceed 18 months in all from the date of the expiration of this
Agreement. The premium applicable to the run-off period shall be the Gross Net
Earned Premium Income earned during the run-off period for Policies in force as
of the expiration date of this Agreement, payable in accordance with the
ACCOUNTS AND REMITTANCES ARTICLE of this Agreement.
ARTICLE 4
TERRITORY
This Agreement applies to losses arising out of Policies written in the United
States of America, its territories and possessions, wherever occurring.
ARTICLE 5
EXCLUSIONS
This Agreement does not cover:
A. Aggregate Excess Workers' Compensation Policies.
B. Assumed reinsurance unless assumed from a fronting company in the state of
Nevada if the Company assumes 100% of the fronting company's liability and
manages the underwriting and claims of the business assumed from such
fronting company.
C. Loss Portfolio Transfers.
D. Financial Guarantee and Insolvency business when written as such.
E. 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 guarantee fund,
insolvency fund, plan, pool, association, fund or other arrangement,
howsoever 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.
F. Loss due to war, whether or not declared, invasion, civil war,
insurrection, rebellion, revolution, or to confiscation by duly
constituted government or civil authorities.
G. Nuclear Incidents as per the Nuclear Incident Exclusion
Clauses - Liability - Reinsurance - U.S.A. and Canada attached to
and forming part of this Agreement.
H. Second Injury Funds and Policies issued by the Company as an Assigned Risk
Servicing Carrier or Residual Market Assessments, except direct assignments
assumed by the Company in place of Residual Market Assessments are not
excluded.
I. Risks classified under NCCI codes 1164 and 1165.
J. Policies with deductibles or self-insured retentions exceeding $10,000.
K. Policies where all or a portion of coverage is provided by a captive
including ceded reinsurance to a captive and/or assumed reinsurance from a
captive whether or not such captive is owned or partially owned by the
Company.
ARTICLE 6
ACCOUNTS AND REMITTANCES
A. Within 45 days following the end of each month while this Agreement is
in force or obligations under it are due from any party hereto, the
Company will render separate net accounts by Accident Year to the
Reinsurer. The accounts will contain the following:
1. Reinsurance premium, calculated as follows:
a. For Section A. of the COVER ARTICLE, 13.00% multiplied by 75% (or 9.75%)
of the Company's Gross Net Earned Premium Income.
b. For Section B. of the COVER ARTICLE, 9.00% multiplied by 100% of the
Company's Gross Net Earned Premium Income.
2. Ultimate Net Loss paid during the month on losses occurring during the
term of the Agreement; plus
3. Subrogation or other recoveries during the month on losses occurring
during the term of the Agreement.
The accounts shall also reflect the net balance due and the debtor party
from whom it is due. Within 60 days following the end of the month the
debtor party will remit to the creditor party any balance due.
These accounts will also bear a notation advising of the following
information:
1. A list of ground-up losses occurring during the term of the Agreement
which exceed $5,000 on an incurred loss basis. The list will include the
following:
a. Name of Insured
b. Name of Claimant
c. Date of Loss
d. Company claim number
e. Injury code
f. Paid, outstanding and incurred amounts
(medical, indemnity and expense)
g. Policy deductible amount (if any)
2. Outstanding loss and loss expense reserve at the end of the
month.
3. A listing of ground up Occupational Disease, Cumulative
Trauma, Extra Contractual Obligations, Loss In Excess Of
Original Policy Limits and Employers' Liability losses
occurring during the term of this Agreement. Also, a listing
of statutory penalty amounts, (if any), assessed with respect
to losses occurring during the term of this Agreement with
reasons such amounts have been assessed and actions taken to
avoid such penalties in the future per the requirements of
the DELAY, OMISSION OR ERROR ARTICLE of this Agreement.
4. Premium and payroll associated with all NCCI Class Codes
containing "D" and "E" modifiers, or such similar modifiers
in California, written by the Company.
5. A listing of premiums returned under dividend rating plans.
B. Anything to the contrary in this Article notwithstanding, the first
account (the "First Account") under this section and remittance based
upon it, will be rendered December 15, 1998, or the first business day
after the Reinsurance Placement Summary is fully executed by the
Company and the Reinsurer, whichever is later, and will cover all
activity from July 1, 1998 through October 31, 1998. The premium and
loss information on such account will be estimated by the Company and
any increase or decrease in the amount of such account will be
rectified in the next account due from the Company January 15, 1999.
However, the provisions of the LATE PAYMENTS ARTICLE shall not apply to
the First Account.
C. Within 45 days following the end of each calendar year, the Company
shall furnish to the Reinsurer for such year any other information
which the Reinsurer may require for its Annual Convention Statement
which may be reasonably available to the Company. The Company shall
also cooperate with the Reinsurer in preparing lists of outstanding
claims and in providing reasonable staff time to assist the Reinsurer
with the preparation of actuarial values of outstanding claims to meet
the sunset and/or commutation requirements of the Reinsurer's
retrocessionaires.
ARTICLE 7
DEFINITIONS
A. The term "Ultimate Net Loss" as used in this Agreement shall mean the
actual loss paid by the Company or for which the Company becomes liable to pay,
such loss to include 100% of any Extra Contractual Obligation amount as defined
in the EXTRA CONTRACTUAL OBLIGATIONS ARTICLE, 100% of any Loss In Excess Of
Original Policy Limits amount as defined in the LOSS IN EXCESS OF ORIGINAL
POLICY LIMITS ARTICLE, Loss Adjustment Expense, and statutory penalties.
Salvages and all recoveries, net of actual expenses incurred related to
obtaining them, including recoveries under all reinsurances which inure to the
benefit of this Agreement (whether such reinsurance is recovered or not), shall
be first deducted from such loss to arrive at the amount of liability attaching
hereunder. Nothing in this clause shall be construed to mean that losses are not
recoverable hereunder until the Company's Ultimate Net Loss has been
ascertained.
All salvages, recoveries or payments recovered or received subsequent
to loss settlement hereunder shall be applied as if recovered or
received prior to the aforesaid settlement, and all necessary
adjustments shall be made by the parties hereto. All salvage,
recoveries or payments received shall always be used to reimburse
excess reinsurers in the reverse order of their priority according to
their participation in the loss.
For purposes of this definition, the phrase "becomes liable to pay"
shall mean the existence of a judgment which the Company does not
intend to appeal, or a release has been obtained by the Company, or the
Company has accepted a proof of loss.
Any loss settlement made by the Company, provided it is within the
terms and conditions of this Agreement, whether under strict Policy
conditions or by way of compromise, shall be unconditionally binding
upon the Reinsurer, however, ex gratia payments made by the Company are
excluded hereunder.
B. The term "Loss Occurrence" as used in this Agreement 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, except that:
As respects an occupational disease or cumulative trauma suffered by an
employee for which the employer is liable, such occupational disease or
cumulative trauma shall be deemed a separate Loss Occurrence for each
employee. A loss as respects each employee affected by an occupational
disease or cumulative trauma shall be deemed to have been sustained by
the Company at the date when compensable disability of the employee
commences under applicable law and not at any other date.
The terms "occupational disease" or "cumulative trauma" shall be as
defined by applicable statutes or regulations.
C. The term "Gross Net Earned Premium Income (GNEPI)" as used in this
Agreement shall mean gross earned premium income on business subject to
this Agreement after (i) the application of experience modifications,
schedule or other rating plans, premium discounts, expense constants,
loss constants and the application of discounts granted for deductible
or self-insured retention plans and (ii) adjustment by retrospective
rating plan calculations and dividend rating plan payments (such
dividend rating plan payments not to reduce GNEPI more than 2.5%).
Retrospective rating plan adjustments and dividend rating plan payments
shall be pro rated based on the earned premium of each individual
Policy during the term of this Agreement.
D. The term "Policy(ies)" as used in this Agreement shall mean any binder,
policy, or contract of insurance or reinsurance issued, accepted or
held covered provisionally or otherwise, by the Company for business
covered hereunder.
E. The term "Loss Adjustment Expense" as used in this Agreement shall mean
all expenses paid or to be paid in connection with the defense, litigation or
medical cost containment of claims under Policies reinsured hereunder as per the
1998 NAIC definition of allocated loss adjustment expense (including
claim-specific declaratory judgment expenses and excluding unallocated loss
adjustment expenses as per 1998 NAIC definition). The phrase "claim-specific
declaratory judgment expenses" as used in this Agreement means all expenses
incurred in connection with declaratory judgment actions brought to determine
defense and/or indemnification obligations that are allocable to specific
policies and claims subject to this Agreement. Declaratory judgment expense will
be deemed to have been incurred on the date of the original loss (if any) giving
rise to the declaratory judgment action.
F. The term "Accident Year" as used in this Agreement shall mean the
premium earned and losses occurring in the 12 consecutive months
commencing with each January 1st, except that the first Accident Year
shall be the period from inception to December 31, 1998.
ARTICLE 8
NET RETAINED LIABILITY
The term "Net Retained Liability" as used in this Agreement shall mean the
liability of the Company which the Company retains net for its own account. The
Company may carry 30% underlying quota share reinsurance, recoveries under which
shall be disregarded when determining the Net Retained Liability hereunder.
Reinsurance among or between the individual named Companies shall be disregarded
when determining the Net Retained Liability of the Company.
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 reinsurers, whether specific or general, any amounts
which may have become due from them, whether such inability arises from the
insolvency of such other reinsurers or otherwise.
ARTICLE 9
LATE PAYMENTS
A. Payments Due the Company
In the event any loss or other payment due the Company is not received
by the Company by the payment due date (or in the event a payment due
date is not specified herein, the payment due date for the purposes of
this Article shall be thirty (30) days from the date the Company has
mailed to the Reinsurer a definitive statement of loss), then within
thirty (30) days of the Company's demand, the Reinsurer shall reimburse
the Company for any and all costs and expenses (except those costs and
expenses the Company and the Reinsurer are required to share equally
pursuant to the ARBITRATION ARTICLE herein), including reasonable
attorneys fees incurred by the Company in connection with the
collection or enforcement of any of the Reinsurer's payment obligations
to the Company. In addition, with respect to any of the Reinsurer's
payment obligations that remain outstanding beyond the due date, the
Reinsurer agrees that the Company may charge the Reinsurer interest on
those obligations. If the Company chooses to exercise this option,
interest shall accrue annually at a rate of two (2) times the prime
rate of interest in effect at Citibank, 399 Park Avenue, New York, New
York, but not to exceed the highest rate allowed by law, from the date
of the Company's demand for payment until the date payment is received
by the Company.
B. Payments Due the Reinsurer
In the event any premium or other payment due the Reinsurer is not
received by the Reinsurer or the Intermediary named herein within
thirty (30) days following the date on which payment is due, then
within thirty (30) days of the Reinsurer's demand the Company shall
reimburse the Reinsurer for any and all costs and expenses (except
those costs and expenses the Company and the Reinsurer are required to
share equally pursuant to the ARBITRATION ARTICLE herein), including
reasonable attorneys fees incurred by the Reinsurer in connection with
the collection or enforcement of the Company's payment obligation to
the Reinsurer. In addition, with respect to any of the Company's
payment obligations that remain outstanding beyond the due date, the
Company agrees that the Reinsurer may charge the Company interest on
those obligations. If the Reinsurer chooses to exercise this option,
interest shall accrue annually at a rate of two (2) times the prime
rate of interest in effect at Citibank, 399 Park Avenue, New York, New
York, but not to exceed the highest rate allowed by law, from the date
of the Reinsurer's demand for payment until the date payment is
received by the Reinsurer or the Intermediary.
C. Waiver
Any interest, costs and expenses, including reasonable attorneys fees
due under this Article of less than $1,000 shall be waived by the party
to which it is owed. Any interest, costs and expenses, including
reasonable attorneys fees due under this Article of $1,000 or greater
may be waived by the party to which it is owed. Any waiver of such
amounts, however, shall not affect the waiving party's rights under
this Article with respect to any other failure by the other party to
make payments when due under this Article.
ARTICLE 10
CURRENCY
The currency to be used for all purposes of this Agreement shall be United
States of America currency.
ARTICLE 11
REINSURANCE LOSS FUNDING
(This Article shall apply individually to each participating Reinsurer.)
As regards Policies issued by the Company coming with the scope of this
Agreement, the Company and the Reinsurer agree to the following:
A. If the Reinsurer is or becomes unauthorized in any state of the United
States of America or the District of Columbia and such authorization is required
by insurance regulatory authorities in order for the Company to take full credit
for the reinsurance provided by this Agreement, the Reinsurer hereby agrees to
fund known outstanding Losses including Loss Adjustment Expense relating
thereto, Losses and Loss Adjustment Expense paid by the Company but not
recovered from the Reinsurer, and any reserve for incurred but not reported
Losses, as shown in the statement prepared by the Company (hereinafter referred
to as "Reinsurer's Obligations") by funds withheld, Letter of Credit and/or cash
advances and/or Escrow Accounts for the benefit of the Company. The Reinsurer
shall have the option of determining the method of funding referred to above
provided it is acceptable to the insurance regulatory authorities having
jurisdiction over the Company's reserves.
The Reinsurer hereby agrees that if the method of funding is by cash
advance the Reinsurer will deposit said cash advance in an interest
bearing account of a bank acceptable to the Company and the insurance
regulatory authorities, for the benefit of the Company. The Company
agrees that any interest thereon not in excess of the U.S. prime rate
shall accrue to the benefit of the Reinsurer provided the balance in
said cash account is at all times at least equal to the Reinsurer's
Obligations.
As security for payment and performance of the Reinsurer's Obligations
to the Company, the Reinsurer hereby unconditionally delivers, pledges,
transfers and assigns to and grants to the Company an irrevocable and
continuing security interest in this cash and in any and all renewals,
replacements, substitutions and extensions thereof and in all proceeds
thereof.
The Reinsurer hereby appoints the Company as the Reinsurer's attorney
in fact to perform (as the Company deems appropriate but without any
requirement to do so) any and all acts the Company deems prudent to
protect and preserve the Company's rights and security interests
provided hereunder.
The Reinsurer also represents that:
1. The cash is genuine, and in all respects what it is purported to be; and
2. The Reinsurer is the sole owner of the cash, free and clear of all
security interests, liens, restrictions and other encumbrances of any kind
except the security interests granted to the Company hereunder; and
3. The Reinsurer is authorized in all respects to pledge the cash to the
Company.
When funding is by a Letter of Credit, the 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 and acceptable to the Company
in an amount equal to the Reinsurer's proportion of said reserves. Such
Letter of Credit shall be issued for a period of not less than one
year, and shall be automatically extended for one year from its date of
expiration or any future expiration date unless thirty (30) days prior
to any expiration date an 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.
B. If a Letter of Credit is the method of funding, it shall contain an
issue date and date of expiration and shall stipulate that the beneficiary need
only draw a sight draft under the Letter of Credit and present it to obtain
funds and that no other documents need be presented. The Letter of Credit shall
also indicate that it is not subject to any condition or qualifications outside
of the Letter of Credit. In addition, the Letter of Credit itself shall not
contain reference to any other agreements, document or entities. The Letters of
Credit and/or cash advance and/or Escrow Accounts for the benefit of the Company
provided by the Reinsurer pursuant to Section I. of this Article may be drawn
upon at any time, notwithstanding any other provision of this Agreement, and be
utilized by the Company or any successor, by operation or 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:
1. To reimburse the Company for the Reinsurer's Obligations, which have not
been otherwise paid;
2. To make refund of any sum which is in excess of the actual amount
required to pay the Reinsurer's Obligations under this Agreement;
3. In the event of expiration of the Letter of Credit as provided for
above, to establish a deposit of the Reinsurer's Obligations under this
Agreement. 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 U.S. prime rate shall accrue to the benefit of the Reinsurer provided the
balance in said cash account is at all times at least equal to the Reinsurer's
Obligations;
4. To pay the Reinsurer's share of any other amounts the Company claims are
due under this Agreement.
C. In the event the amount drawn by the Company on any Letter of Credit
and/or cash advance and/or Escrow Accounts for the benefit of the
Company is in excess of the actual amount required for A. or C., or in
the case of D., the actual amount determined to be due, the Company
shall promptly return to the Reinsurer the excess amount so drawn
provided the Reinsurer's Obligations under this Agreement are deemed to
be final by the Company. All of the foregoing shall be applied without
diminution because of insolvency on the part of the Company or the
Reinsurer.
D. 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.
E. At annual intervals, or more frequently as agreed, but never more
frequently than quarterly, the Company shall prepare a specific
statement of the Reinsurer's Obligations, for the sole purpose of
amending the Letter of Credit and/or cash advances and/or Escrow
Accounts for the benefit of the Company, in the following manner:
1. If the statement shows that the Reinsurer's Obligations exceed
the balance of Letter of Credit and/or cash advance and/or
Escrow Account for the benefit of the Company, as of the
statement date, the Reinsurer shall, within thirty (30) days
after receipt of notice of such excess, secure delivery to the
Company an amendment to the Letter of Credit and/or cash
advance and/or Escrow Account, increasing the amount of
funding by the amount of such difference.
2. If, however, the statement shows that the Reinsurer's
Obligations are less than the balance of Letter of Credit
and/or cash advance and/or Escrow Account for the benefit of
the Company, as of the statement date, the Company shall,
within thirty (30) days after receipt of written request from
the Reinsurer, release such excess funding by agreeing to
secure an amendment to the Letter of Credit and/or cash
advance and/or Escrow Account for the benefit of the Company,
reducing the amount of funding available by the amount of such
excess funding.
ARTICLE 12
TAXES
The Company will be liable for taxes (except Federal Excise Tax) on premiums
reported to the Reinsurer hereunder.
Federal Excise Tax applies only to those Reinsurers, excepting Underwriters at
Lloyd's, London and other Reinsurers exempt from the Federal Excise Tax, who are
domiciled outside the United States of America.
The Reinsurer has agreed to allow for the purpose of paying the Federal Excise
Tax 1% of the premium payable hereon to the extent such premium is subject to
Federal Excise Tax.
In the event of any return of premium becoming due hereunder the Reinsurer will
deduct 1% from the amount of the return and the Company or its agent should take
steps to recover the Tax from the U.S. Government.
ARTICLE 13
ORIGINAL CONDITIONS
All amounts ceded hereunder shall be subject to the same gross rates and to the
same clauses, conditions, and modifications of the Policies, subject to the
limits, terms and conditions of this Agreement.
ARTICLE 14
EXTRA CONTRACTUAL OBLIGATIONS
In no event shall the Reinsurer participate in Extra Contractual Obligations
which are awarded against the Company unless the Reinsurer shall have been made
aware of and shall have the opportunity to counsel, associate or otherwise
become involved with the actions taken, or not taken, by the Company which led
to the awarding of extra contractual damages. The Company shall notify the
Reinsurer of the circumstances of any potential or impending extra contractual
damage claim as soon as practicable by sending a letter certified or registered
mail or by other carrier service providing receipt of delivery to the
Reinsurance Counsel of the Reinsurer's Home Office Commercial Lines Law
Department. The Reinsurer will then notify the Company by letter of its wish to
counsel, associate or otherwise become involved with such claim within thirty
(30) days of receipt of the above mentioned letter of notification or sooner if
circumstances require, but in no event sooner than ten (10) days of receipt of
the notification letter. Failure on the part of the Reinsurer to advise the
Company of its response in the manner herein described shall constitute
automatic agreement with the Company's mode of handling the claim. Payment of
such awarded damages will be subject to the limit of liability shown in the
COVER ARTICLE of this Agreement. For purposes of this provision, the following
definition shall apply:
The term "Extra Contractual Obligations" is defined as those liabilities not
covered under any other provision of this Agreement and which arise from the
handling of any claim on business covered hereunder, such liabilities arising
because of, but not limited to, the following: 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 reinsured or in the
preparation of prosecution of an appeal consequent upon such action.
The date on which any Extra Contractual Obligation is incurred by the Company
shall be deemed, in all circumstances, to be the date of the original Loss
Occurrence.
However, Extra Contractual Obligations 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 Company 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.
ARTICLE 15
LOSS IN EXCESS OF ORIGINAL POLICY LIMITS
The Reinsurer shall indemnify the Company, within the limits hereof, in respect
of Loss In Excess Of Original Policy Limits having been incurred because of the
Company's failure to settle within the Policy limit or by reason of alleged or
actual negligence, fraud, or bad faith in rejecting an offer of settlement or in
the preparation of the defense or in the trial of any action against its insured
or reinsured, or in the preparation or prosecution of an appeal consequent upon
such action.
However, this Article shall not apply where the Loss In Excess Of Original
Policy Limits has been incurred due to fraud by a member of the Board of
Directors or by a corporate officer of the Company 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.
The term "Loss In Excess Of Original Policy Limits" shall mean any amounts for
which the Company would have been contractually liable to pay under Employers'
Liability had it not been for the limit of the Policy.
ARTICLE 16
DELAY, OMISSION OR ERROR
Inadvertent delays, errors or omissions made in connection with this Agreement
or any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery.
ARTICLE 17
INSPECTION
The Company shall place at the disposal of the Reinsurer at all reasonable
times, and the Reinsurer shall have the right to inspect, through its authorized
representatives, all books, records and papers of the Company in connection with
any reinsurance hereunder, or claims in connection herewith. However, no payment
of any account on which the Reinsurer is the debtor party shall be withheld or
delayed pending the Reinsurer's exercise of its rights under this Article or any
other right to audit the Company's books and records.
ARTICLE 18
ARBITRATION
A. As a condition precedent to any right of action hereunder, any dispute
between the Company and the Reinsurer arising out of, or relating to the
formation, interpretation, performance or breach of this Agreement, whether
such dispute arises before or after termination of this Agreement, shall be
submitted to arbitration. Arbitration shall be initiated by the delivery of
a written notice of demand for arbitration sent certified or registered
mail or by other carrier services providing receipt of delivery by one
party to the other.
B. One arbitrator shall be chosen by each party and the two arbitrators shall,
before instituting the hearing, 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 may appoint the second arbitrator.
C. 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. If the state court also declines to act, each arbitrator
shall then decline two of the nominations presented by the other
arbitrator. The third arbitrator shall then be chosen from the remaining
two nominations by drawing lots.
D. All arbitrators shall be disinterested active or former officials of
insurance or reinsurance companies, not under the control and without past
employment or directorial relationships to either party to this Agreement.
Within ten (10) days of his or her notification that he or she has been
selected as an arbitrator, such arbitrator shall make full written
disclosure of all business, social, or familial relationships with either
party or their employees.
E. Within thirty (30) days after notice of appointment of all arbitrators, the
panel shall meet, and unless the panel establishes an alternative schedule,
the parties shall abide by the following deadlines: (a) ninety (90) days
for the filing of the claimant's and respondent's brief and the claimant's
reply, (b) sixty (60) days for the period of discovery and (c) ninety (90)
days from the conclusion of the hearing for the panel to render its
decision.
F. The panel shall be relieved of all judicial formality and shall not be
bound by the strict rules of procedure and evidence. Arbitration shall take
place in Las Vegas, Nevada. The decision of any two arbitrators when
rendered in writing shall be final and binding. The panel is empowered to
grant interim relief as it may deem appropriate.
G. 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.
H. 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 and
the remaining costs of the arbitration, except as respects those costs and
expenses outlined in the LATE PAYMENTS ARTICLE of this Agreement.
ARTICLE 19
SERVICE OF SUIT
(This Article is applicable only to an unauthorized Reinsurer in the State of
New York or to a Reinsurer who is domiciled outside the United States of
America. This Article is not intended to conflict with or override the parties'
obligation to arbitrate their disputes in accordance with the ARBITRATION
ARTICLE of this Agreement.)
In the event of the failure of the Reinsurer hereon to pay any amount claimed to
be due hereunder, the Reinsurer, at the request of the Company, will submit to
the jurisdiction of a court of competent jurisdiction within the United States
of America, and will comply with all requirements necessary to give such court
jurisdiction, and all matters hereunder shall be determined in accordance with
the law and practice of such court.
Nothing in this clause constitutes or should be understood to constitute a
waiver of the 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.
It is further agreed that service of process in such suit may be made upon
Messrs. Mendes and Mount, 750 Seventh Avenue, New York, New York 10019-6829, and
that in any suit instituted, the Reinsurer will abide by the final decision of
the Court or of any Appellate Court in the event of an appeal.
The above-named are authorized and directed to accept service of process on
behalf of Reinsurer in any such suit and/or upon the request of the Company to
give a written undertaking to the Company that they will enter a general
appearance upon the Reinsurer's behalf in the event such a suit shall be
instituted.
Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefor, the Reinsurer hereon 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 their 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 Company or any beneficiary hereunder arising out of this Agreement, and
hereby designates the above-named as the firm to whom the said officer is
authorized to mail such process or true copy thereof.
ARTICLE 20
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 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 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 they 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 pro rata share of the benefit which may accrue to
the Company solely as a result of the defense undertaken by the Reinsurer.
Where two or more 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 the reinsurance Agreement as though
such expense had been incurred by the Company.
As to all reinsurance made, ceded, renewed or otherwise becoming effective under
this Agreement, the reinsurance shall be payable as set forth above by the
Reinsurer to the Company or to its liquidator, receiver, conservator or
statutory successor, except as provided by Sections 4118 (a)(1)(A) and 1114(c)
of the New York Insurance Law or except (1) where the Agreement specifically
provides another payee in the event of the insolvency of the Company, and (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 payees under such Policies and in substitution for the
obligations of the Company to such payees. Then, and in that event only, the
Company, with the prior approval of the certificate of assumption on New York
Risks by the Superintendent of Insurance of the State of New York, is entirely
released from its obligation and the Reinsurer pays any Loss directly to payees
under such Policy.
ARTICLE 21
SEVERABILITY
In the event any provision of this Agreement shall be declared illegal, invalid
or unenforceable by any regulatory body or court having jurisdiction over this
Agreement, such provision shall be considered void in such jurisdiction but this
shall not affect the validity or enforceability of any other provision of this
Agreement or the enforceability of such provision in any other jurisdiction.
ARTICLE 22
OFFSET
The Company and the Reinsurer, each at its option, may offset any balance or
balances, whether on account of premiums, claims and losses, loss expenses or
salvages due from the Company or the Reinsurer, as the case may be, under this
Agreement and the Casualty Quota Share Reinsurance Agreement. However, in the
event of insolvency of any party hereto, offsets shall only be allowed in
accordance with applicable law.
ARTICLE 23
CONFIDENTIALITY
All information provided by the Company to the Reinsurer shall be kept
confidential as against third parties, unless the disclosure is required
pursuant to process of law or unless the disclosure is to the Reinsurer's
retrocessionaires, financial auditors or governing regulatory bodies. The
Company shall not publish or advertise the name of the Reinsurer, other than to
regulators and rating agencies.
ARTICLE 24
RIGHTS
In no event shall anyone other than the Company, or in the event of the
Company's insolvency, its receiver, liquidator or statutory successor, have any
rights under this Agreement, and said Agreement shall not be assignable by the
Company or the Reinsurer without the prior written consent of the other party.
ARTICLE 25
ENTIRE AGREEMENT
This Agreement embodies the entire contract between the parties as to the
subject matter hereof. No waiver, modification, variation, change or amendment
to this Agreement will be binding on either party unless reduced to writing and
signed by a duly authorized officer of each party.
ARTICLE 26
INTERMEDIARY
Sedgwick Re, Inc. is hereby recognized as the Intermediary negotiating this
Agreement for all business hereunder. All communications including notices,
premiums, return premiums, commissions, taxes, losses, loss adjustment expenses,
salvages and loss settlements relating thereto shall be transmitted to the
Reinsurer or the Company through Sedgwick Re, Inc., 1501 Fourth Avenue, Suite
1400, Seattle, Washington 98101. Payments by the Company to the Intermediary
shall be deemed to constitute payment to the Reinsurer. Payments by the
Reinsurer to the Intermediary shall be deemed only to constitute payment to the
Company to the extent that such payments are actually received by the Company.
ARTICLE 27
PARTICIPATION: FIRST AND SECOND UNDERLYING EXCESS OF LOSS
REINSURANCE AGREEMENT
EFFECTIVE: July 1, 1998
This Agreement obligates the Reinsurer for _______% of the interests and
liabilities set forth under this Agreement.
The participation of the Reinsurer in the interests and liabilities of this
Agreement shall be separate and apart from the participations of other
reinsurers and shall not be joint with those of other reinsurers, and the
Reinsurer shall in no event participate in the interests and liabilities of
other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their authorized representatives,
have executed this Agreement as of the following dates:
PARTICIPATING REINSURERS
- -----------------------------------------------------------------------------
The Travelers Indemnity Company of Illinois 100.00%
Upon completion of Reinsurers' signing, fully executed signature pages will be
forwarded to you for the completion of your file.
and in Las Vegas, Nevada, this day of , 1999.
CALIFORNIA INDEMNITY INSURANCE COMPANY
COMMERCIAL CASUALTY INSURANCE COMPANY
CII INSURANCE COMPANY
SIERRA INSURANCE COMPANY OF TEXAS
By_________________________________________
(signature)
-------------------------------------------
(name)
-------------------------------------------
(title)
FIRST AND SECOND UNDERLYING EXCESS OF LOSS REINSURANCE AGREEMENT
issued to
CALIFORNIA INDEMNITY INSURANCE COMPANY
COMMERCIAL CASUALTY INSURANCE COMPANY
CII INSURANCE COMPANY
SIERRA INSURANCE COMPANY OF TEXAS
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.
(Wherever the word "Reassured" appears in this clause, it shall be deemed to
read "Reassured", "Reinsured", "Retrocedent", or whatever other word is employed
throughout the text of the reinsurance agreement to which this clause is
attached to designate the company or companies reinsured.)
(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 11 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 11 above, whether new, renewal or replacement, being policies which
either
(a) become effective on or after lst 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 11 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
(c) the {injury, sickness, disease, death or destruction
{bodily injury or property damage
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
thereat.
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 other than
tailings or wastes produced by the extraction or concentration of
uranium or thorium from any ore processed primarily for its source
material content, and (2) resulting from the operation by any person or
organization of any nuclear facility included under the first two
paragraphs of the definition of nuclear facility; "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 critical mass of fissionable material;
With respect to injury to or destruction of property, the word "injury"
or "destruction" 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 lst 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 or 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.
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA
1 . This Agreement does not cover any loss or liability accruing to the
Retrocedent 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 agreed that for all purposes of this Agreement all the original
liability contracts of the Retrocedent, whether new, renewal or replacement, of
the following classes, namely,
Personal Liability.
Farmers Liability.
Storekeepers Liability.
which become effective on or after 31st December 1984, shall be deemed to
include, from their inception dates and thereafter, the following provision:
Limited Exclusion Provision.
This Policy does not apply to bodily injury or property damage with
respect to which the Insured is also insured under a contract of nuclear
energy liability insurance (whether the Insured is unnamed in such
contract and whether or not it is legally enforceable by the Insured)
issued by the Nuclear Insurance Association of Canada or any other group
or pool of insurers or would be an Insured under any such Policy but for
its termination upon exhaustion of its limits of liability.
With respect to property, loss of use of such property shall be
deemed to be property damage.
3. Without in any way restricting the operation of paragraph 1 of this
clause it is agreed that for all purposes of this Agreement all the original
liability contracts of the Retrocedent, whether new, renewal or replacement, of
any class whatsoever (other than Personal Liability, Farmers Liability,
Storekeepers Liability or Automobile Liability contracts), which become
effective on or after 31st December 1984, shall be deemed to include, from their
inception dates and thereafter, the following provision of:
Broad Exclusion Provision.
It is agreed that this Policy does not apply:
(a) to liability imposed by or arising under the Nuclear Liability
Act; nor
(b) to bodily injury or property damage with respect to which an
Insured under this Policy is also insured under a contract of
nuclear energy liability insurance (whether the Insured is
unnamed in such contract and whether or not it is legally
enforceable by the Insured) issued by the Nuclear Insurance
Association of Canada or any other insurer or group or pool of
insurers or would be an Insured under any such Policy but for its
termination upon exhaustion of its limit of liability; nor
(c) to bodily injury or property damage resulting directly or
indirectly from the nuclear energy hazard arising from:
(i) the ownership, maintenance, operation or use of a nuclear
facility by or on behalf of an Insured;
(ii) 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; and
(iii)the possession, consumption, use, handling, disposal or
transportation of fissionable substances, or of other
radioactive material (except radioactive isotopes, away from
a nuclear facility, which have reached the final stage of
fabrication so as to be useable for any scientific, medical,
agricultural, commercial or industrial purpose) used,
distributed, handled or sold by an Insured.
As used in this Policy:
1. The term "nuclear energy hazard" means the radioactive, toxic,
explosive, or other hazardous properties of radioactive
material;
2. The term "radioactive material" means uranium, thorium,
plutonium, neptunium, their respective derivatives and compounds,
radioactive isotopes of other elements and any other substances
that the Atomic Energy Control Board may, by regulation,
designate as being prescribed substances capable of releasing
atomic energy, or as being requisite for the production, use or
application of atomic energy;
3. The term "nuclear facility" means:
(a) any apparatus designed or used to sustain nuclear fission in
a self-supporting chain reaction or to contain a critical
mass of plutonium, thorium and uranium or any one or more of
them;
(b) any equipment or device designed or used for (i) separating
the isotopes of plutonium, thorium and uranium or any one or
more of them, (ii) processing or utilizing spent fuel, or
(iii) handling, processing or packaging waste;
(c) any equipment or device used for the processing, fabricating
or alloying of plutonium, thorium or uranium enriched in the
isotope uranium 233 or in the isotope uranium 235, or any
one or more of them 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
radioactive material;
and includes the site on which any of the foregoing is located,
together with all operations conducted thereon and all premises
used for such operations.
4. The term "fissionable substance" means any prescribed substance
that is, or from which can be obtained, a substance capable of
releasing atomic energy by nuclear fission.
5. With respect to property, loss of use of such property shall be
deemed to be property damage.
ARTICLE 29
PARTICIPATION: CASUALTY QUOTA SHARE REINSURANCE AGREEMENT
EFFECTIVE: July 1, 1998
This Agreement obligates the Reinsurer for 100.00% of the interests and
liabilities set forth under this Agreement.
The participation of the Reinsurer in the interests and liabilities of
this Agreement shall be separate and apart from the participations of
other reinsurers and shall not be joint with those of other reinsurers,
and the Reinsurer shall in no event participate in the interests and
liabilities of other reinsurers.
IN WITNESS WHEREOF, the parties hereto, by their authorized
representatives, have executed this Agreement as of the following
dates:
In Hartford, Connecticut, this 31st day of March, 1999.
THE TRAVELERS INDEMNITY COMPANY OF ILLINOIS
Naperville, Illinois
By Jonathan B. Hale
Jonathan B. Hale
Jonathan B. Hale
And in Las Vegas, Nevada, this 22nd day of March, 1999.
CALIFORNIA INDEMNITY INSURANCE COMPANY
COMMERCIAL CASUALTY INSURANCE COMPANY
CII INSURANCE COMPANY
SIERRA INSURANCE COMPANY OF TEXAS
By: Kathleen M. Marlon
Kathleen M. Marlon
CEO and PRESIDENT