EXHIBIT 10.35
MASTER AGENCY AGREEMENT
between
AMERICAN PHYSICIANS ASSURANCE CORPORATION
and
SCW AGENCY GROUP, INC.
MASTER AGENCY AGREEMENT
TABLE OF CONTENTS
I. AUTHORITY OF AGENCY:............................................................................ 3
II. DEFINITIONS:.................................................................................... 3
A. Adoption Agreement..................................................................... 3
B. Agent of Record Letter................................................................. 3
C. APA Medical Professional Liability Book of Business.................................... 3
D. *...................................................................................... 3
E. Controlling Interest................................................................... 3
F. Competing Insurer...................................................................... 3
G. Customer............................................................................... 3
H. Designated Markets..................................................................... 3
I. Designated Products.................................................................... 3
J. Effective Date......................................................................... 3
K. Exclusive Market....................................................................... 3
L. Expirations............................................................................ 3
M. Late Payment Interest Rate............................................................. 3
N. Permitted Transfer..................................................................... 3
O. Restricted Transaction................................................................. 3
P. Shareholder(s)......................................................................... 4
Q. Underwriting Rules..................................................................... 3
III. TERM, RENEWAL AND TERMINATION:.................................................................. 3
A. Initial Term........................................................................... 3
B. Renewal................................................................................ 3
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
C. Termination............................................................................ 3
IV. AGENCY'S OBLIGATIONS AND SCOPE OF AUTHORITY:.................................................... 3
A. Grant of Authority..................................................................... 3
B. Reasonable Commercial Effort........................................................... 3
C. Compliance with Underwriting Rules..................................................... 3
D. Expansion into New Designated Markets.................................................. 3
E. Agreement to Exclusively Market in the State of Michigan............................... 5
F. Designated Markets Other than the Exclusive Market..................................... 3
G. Selling Process........................................................................ 7
H. Billing, Collection and Processing..................................................... 3
I. Books, Records and Reporting........................................................... 3
J. Maintenance of Licensing............................................................... 3
K. Errors and Omissions Insurance......................................................... 3
L. Independent Contractor................................................................. 3
M. Use of Sub-agents...................................................................... 3
V. COMPANY'S OBLIGATIONS:.......................................................................... 3
A. Licensing and Registration............................................................. 3
B. Agent of Record........................................................................ 3
C. Books, Records and Reporting........................................................... 3
D. A.M. Best Rating....................................................................... 3
E. Withdrawal............................................................................. 3
VI. COMMISSIONS:.................................................................................... 3
A. Commission Rates....................................................................... 3
B. Payment Terms.......................................................................... 3
C. Miscellaneous.......................................................................... 3
VII. OWNERSHIP OF EXPIRATIONS:....................................................................... 3
A. Acknowledgment of Ownership of Certain Expirations by the Agency....................... 3
B. Transfers of Certain Expirations....................................................... 15
C. Release Regarding Kentucky and Nevada.................................................. 3
D. Ownership of Data...................................................................... 3
E. Rights of Company to Pursue Michigan Medical Professional Liability Business........... 3
F. Miscellaneous.......................................................................... 16
VIII. TERMINATION:.................................................................................... 16
A. Automatic Termination.................................................................. 16
B. Termination for Cause.................................................................. 16
C. Termination Without Cause.............................................................. 18
IX. REMEDIES:....................................................................................... 3
A. Termination of Agency Representation................................................... 18
B. Run-off................................................................................ 18
C. Right to Solicit Michigan Customers.................................................... 18
D. Right of Set-off....................................................................... 3
X. ASSIGNMENT, SALE OR TRANSFER OF THE AGENCY'S ASSETS:............................................ 18
A. Restricted Transaction................................................................. 18
B. Company's Right of First Refusal....................................................... 18
C. Prohibition to Insurer Acquirors....................................................... 19
D. Company's Right to Direct Communication With Third Parties............................. 19
E. Sub-Agents............................................................................. 20
F. Permitted Transfer..................................................................... 20
G. Agreements With Shareholders and Key Employees......................................... 20
XI. INDEMNIFICATION:................................................................................ 3
A. Indemnification by the Company......................................................... 3
B. Indemnification by the Agency.......................................................... 3
C. Notice and Opportunity to Defend....................................................... 3
D. Settlement............................................................................. 3
E. Interest on Late Payment............................................................... 3
XII. DISPUTE RESOLUTION:............................................................................. 3
A. Binding Arbitration.................................................................... 3
B. Limitation on Damages.................................................................. 3
XIII. MISCELLANEOUS:.................................................................................. 3
A. Amendment.............................................................................. 3
B. Non-Waiver............................................................................. 3
C. Integrated Agreement................................................................... 3
D. Applicable Law......................................................................... 3
E. Counterparts........................................................................... 3
F. Authority.............................................................................. 3
G. Assignment............................................................................. 3
H. Confidentiality........................................................................ 3
I. Exhibits............................................................................... 3
J. Notices................................................................................ 3
K. Headings............................................................................... 3
L. Representations and Warranties of the Agency........................................... 3
M. Representations and Warranties of the Company.......................................... 3
APA/SCW
MASTER AGENCY AGREEMENT
This Agreement is made effective 1st day of January, 2004, between
AMERICAN PHYSICIANS ASSURANCE CORPORATION, a Michigan insurance company (the
"Company"), and SCW AGENCY GROUP, INC., a Michigan corporation, and its
subsidiaries and affiliates (the "Agency"). The Company and the Agency are
referred to individually as a "Party" or collectively as the "Parties."
RECITALS:
A. The Company desires to maintain for the term of this Agreement
a mutually beneficial relationship with the Agency and to consolidate into this
Agreement all terms and conditions of its relationship with the Agency relative
to the Company's medical professional liability business.
B. The Agency desires to maintain for the term of this Agreement
a mutually beneficial relationship with the Company and to consolidate into this
Agreement all terms and conditions of its relationship with the Company relative
to the Company's medical professional liability business.
C. The Company and the Agency desire to enter into this Agreement
with the intent that the medical professional liability products and services to
be offered by the Company and the production of new professional liability
business by the Agency, together with the servicing of existing insureds, shall
strengthen the long-term competitive positions of both Parties and shall
contribute to the mutual growth and benefit of both Parties during the term of
this Agreement.
In consideration of the recitals, the mutual covenants and agreements
below, the Company and the Agency agree as follows:
I. AUTHORITY OF AGENCY: The Company hereby appoints the Agency as an agent
of the Company to sell and service Designated Products in Designated Markets,
subject to the terms and conditions of this Agreement.
II. DEFINITIONS:In addition to terms defined elsewhere in this Agreement,
the following terms shall have the following meanings for purposes of this
Agreement.
A. ADOPTION AGREEMENT. An "Adoption Agreement" means any
addendum, exhibit or agreement executed by the Parties by which the Parties
agree that this Agreement shall apply to one or more Designated Markets listed
in such Adoption Agreement.
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B. AGENT OF RECORD LETTER. "Agent of Record Letter" shall mean a
written request directed to the Company by an insured served by the Agency that
the Company recognize an agent other than the Agency as the insured's agent of
record.
C. APA MEDICAL PROFESSIONAL LIABILITY BOOK OF BUSINESS. Agency's
"APA Medical Professional Liability Book of Business" shall mean and is limited
to the Agency's medical professional liability insurance business for insureds
of the Company, including but not limited to:
1. Renewals and Expirations owned by the Agency pursuant to this
Agreement.
2. All of the Agency's related written or otherwise recorded
documentation (including electronic and computerized records),
expiration and other related data or information, whether
compiled by Agency or by other agents, sub-agents or employees
of Agency, including but not limited to any customer lists,
prospect lists, policy forms, rating information, expiration
dates and all other expiration data, information on risk
characteristics, information concerning insurance markets for
large or unusual risks, and all other records of and
pertaining to the medical professional liability accounts and
customers of Agency, past and present, insured by the Company;
3. Goodwill of the Agency's APA medical professional liability
insurance business; and
4. All of the Agency's right, title and interest, if any, in
expirations owned by sub-agents relative to Customers insured
by the Company.
"Agency's APA Medical Professional Liability Book of Business" excludes
any liabilities, debts and other obligations of any kind of the Agency
to its shareholders, employees, Customers, sub-agents, other
professional liability insurers, governmental agencies, or others; the
Company shall not assume any such liabilities, debts and other
obligations, all of which shall remain the Agency's sole
responsibility.
D. *
E. CONTROLLING INTEREST. A "Controlling Interest" means shares
comprising a majority of the voting stock of the Agency or other entity, as the
case may be, or the power or ability to elect or control the voting of more than
a majority of the stock of the Agency.
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 3
F. COMPETING INSURER. A "Competing Insurer" means any of the
following to the extent offering medical professional liability insurance
products or services in a Designated Market: an admitted, non-admitted, surplus
lines, alternatively financed or self-funded insurer, risk retention group,
purchasing group or other alternative program.
G. CUSTOMER. A "Customer" shall mean a medical professional
liability insured of the Company and prospective medical liability insureds for
which the Company is willing to furnish, or does furnish, a quote.
H. DESIGNATED MARKETS. A "Designated Market" means a state or
market area with respect to which the Parties have agreed this Agreement shall
apply, as listed in Exhibit A, or subsequently added to this Agreement by
execution of an Adoption Agreement, pursuant to Section IV.D.
I. DESIGNATED PRODUCTS. "Designated Products" means and are
limited to the Company's medical professional liability insurance products
offered and sold in each Designated Market. The Parties acknowledge and agree
that the Company shall have absolute discretion concerning which medical
professional liability insurance products to offer and sell, or not to offer or
sell, in each Designated Market, and may offer additional products in or
withdraw products from a Designated Market at any time.
J. EFFECTIVE DATE. The "Effective Date" of this Agreement shall
be January 1, 2004.
K. EXCLUSIVE MARKET. "Exclusive Market" means the State of
Michigan.
L. EXPIRATIONS. "Expirations" shall mean all right, title and
interest in and to medical professional liability insurance expirations within
the meaning of applicable state law.
M. LATE PAYMENT INTEREST RATE. The "Late Payment Interest Rate"
means the "prime interest rate," as published in The Wall Street Journal, plus
one (1%) percent.
N. PERMITTED TRANSFER. A "Permitted Transfer" means:
1. Any transfer of shares of the Agency between the Shareholders,
or between the Shareholders and their spouses and children; or
2. Any transfer of shares of the Agency by a Shareholder of the
Agency to a revocable trust of which he or she is the settlor,
or back to himself or herself from such a trust, at any time
during the Shareholder's lifetime.
O. RESTRICTED TRANSACTION. A "Restricted Transaction" means any
of the following:
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1. A sale, transfer (for or without consideration), or pledge of
all or substantially all of the Agency's business assets in
one or more Designated Markets;
2. A sale of the Agency's APA Medical Professional Liability Book
of Business in one or more Designated Markets;
3. A merger or consolidation of the Agency with or into one or
more other corporations or entities, if the Shareholders do
not own a Controlling Interest in the surviving entity;
4. A sale of shares of the Agency constituting a Controlling
Interest;
5. Grant of a proxy to vote the shares owned by the Shareholders;
6. Transfer of a Controlling Interest to a voting trust; or
7. Issuance of any shares of capital stock if, after such
issuance, the Shareholders would own less than a Controlling
Interest.
8. A Permitted Transfer shall not constitute a Restricted
Transaction.
P. SHAREHOLDER(S). A "Shareholder" or the "Shareholders" means
any one or all of the current shareholders of the Agency.
Q. UNDERWRITING RULES. The "Underwriting Rules" mean the
Company's rules, rating classifications and rates governing the underwriting of
its Designated Products. The Company shall have the sole right and discretion to
establish and modify its Underwriting Rules from time to time.
III. TERM, RENEWAL AND TERMINATION:
A. INITIAL TERM. The initial term of this Agreement shall begin
on the Effective Date and shall last for a period of five (5) years.
B. RENEWAL. The term of this Agreement shall thereafter
automatically renew for successive periods of five (5) years each, unless this
Agreement is terminated as provided in Section VIII below.
C. TERMINATION. Notwithstanding the foregoing, this Agreement is
subject to termination, in whole or as to one or more Designated Markets, under
Section VIII.
IV. AGENCY'S OBLIGATIONS AND SCOPE OF AUTHORITY: Subject to the
requirements imposed by law, and the terms of this Agreement:
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A. GRANT OF AUTHORITY. The Company authorizes Agency to act as
its agent to sell the Company's Designated Products and to service the Company's
Customers in the Designated Markets, subject to any exceptions or specifications
stated in this Agreement or an Adoption Agreement.
B. REASONABLE COMMERCIAL EFFORT. The Agency shall use reasonable
commercial efforts to promote and sell the Company's Designated Products and
service the Company's Customers in the Designated Markets, subject to the terms
and conditions of this Agreement.
C. COMPLIANCE WITH UNDERWRITING RULES. In performing its
obligations under this Agreement, the Agency shall at all times comply with the
Underwriting Rules, as adopted, amended and communicated by the Company from
time to time.
D. EXPANSION INTO NEW DESIGNATED MARKETS. The Parties may, at any
time, agree to add one or more Designated Markets to this Agreement, and to have
this Agreement apply to such additional Designated Markets, by the execution of
an Adoption Agreement. The terms and conditions of this Agreement shall apply to
such Designated Markets except to the extent otherwise stated in the Adoption
Agreement. It is the intent of the Parties, in the interest of uniformity and
consistency, that the terms and conditions of this Agreement shall apply to all
Designated Markets except to the extent unique characteristics of a Designated
Market justify different terms or conditions. Each Party shall be responsible
for its own costs and expenses of preparing to commence business in any
additional Designated Markets.
E. AGREEMENT TO EXCLUSIVELY MARKET IN THE STATE OF MICHIGAN. In
the State of Michigan, the Agency (including its authorized sub-agents) agrees
to provide exclusive services to the Company on the following terms:
1. Except as expressly permitted by this Agreement, the Agency
shall not quote or otherwise solicit or place medical
professional liability insurance coverage for a Customer with
any Competing Insurer (including any Approved Competing
Insurers) on a direct or brokered basis. The loss of a
Customer or potential Customer to an agency representing a
Competing Insurer shall not be deemed a breach of this
Agreement.
2. *
3. The Agency represents and warrants to the Company that, as of
the Effective Date of this Agreement, it has not been
appointed in Michigan by any Competing Insurer, other than the
insurers, if any, identified in Exhibit A. The Agency shall
use its reasonable best efforts to transfer to the Company, at
policy renewal consistent with any contractual obligations to
Competing Insurers, any business of prospective Customers
which the Agency placed with Competing Insurers before the
execution of this Agreement which the Company is willing to
quote. Sixty (60) days prior to
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 6
each annual renewal, the Agency shall seek a quote from the
Company and, if the Company issues a quote within thirty (30)
business days as set forth in Section IV.E.5, the Agency shall
present the quote to the prospective Customer simultaneously
with or prior to the submission of any competing quote.
4. *, and request a quote for the Customer, provided that no such
request shall be made earlier than ninety (90) days before a
coverage expiration date.
5. Within thirty (30) business days of receiving a completed
request for a quote, along with a completed application and
all relevant underwriting information the Company requires to
issue a quote, the Company shall notify the Agency whether it
will issue a quote or shall give the Agency written notice
declining to issue the quote. Upon receiving written notice
from the Company declining to issue a quote, *. If the Company
fails to issue a quote or written notice declining to quote
within the thirty (30) business day period, the Agency shall
notify the Company in writing of the failure *.
6. Company Quote Confidentiality. The Agency shall at no time,
whether during or following termination of the term of this
Agreement, release or otherwise apprise any other insurer
(including a Competing or Approved Insurer) or source of
medical professional liability coverage or any other agent, of
any quote, details, price or component of a quote given by
Company.
7. The Company's appointment of the Agency is non-exclusive as to
the Company in all the Designated Markets, including Michigan.
The Company may appoint, in its discretion, other agents as
deemed necessary by the Company on terms and conditions deemed
appropriate by the Company.
F. DESIGNATED MARKETS OTHER THAN THE EXCLUSIVE MARKET. The Agency
is designated as a non-exclusive agent for the Company with regard to the
Designated Markets other than Michigan.
G. SELLING PROCESS.
1. Advertising and Promotional Materials. The Company may furnish
the Agency with advertising materials and other printed
materials from time to time. No other advertising material
which makes reference to Company products or services may be
used by the Agency without prior written
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 7
approval from the Company. The Agency shall be deemed to be a
trustee for the Company of all such advertising materials and
supplies provided by the Company, which supplies shall remain
the property of the Company. Upon termination of this
Agreement, all Company supplies shall be returned to the
Company.
2. Notice of Renewals. The Company will furnish Agency with a
list of all policies issued through the Agency which are due
to renew, at least ninety (90) days in advance of expiration.
Such list will include the expiring premium, so long as the
information is reasonably available from the computer base
currently used by the Company.
3. Application for Insurance. All applications and binders for
insurance shall be forwarded to the Company within three (3)
business days of receipt by the Agency. All applications and
binders of coverage shall be in accordance with the Company's
Underwriting Rules or other requirements as the Company shall
communicate to the Agency from time to time.
4. Authority to Bind Insurance. The Agency has no authority to
bind the Company or issue a certificate of insurance without
the specific written authorization of the Company, and shall
not do so. The Company has the exclusive right, authority and
discretion whether and under what terms and conditions it will
issue insurance.
H. BILLING, COLLECTION AND PROCESSING.
1. Company Responsible for Billing. The Company shall be
responsible for all premium billing and collection, including
annual audit premiums where applicable, unless otherwise
mutually agreed in writing by Agency and Company. Although the
Agency may communicate such information to Customers, the
Company shall have the right to communicate such matters
directly to its Customers.
2. Agency Trustee for Premiums Received. The Agency shall remit
all monies collected by it or its sub-agents with respect to
Company business without deduction of commissions or other
amounts payable to the Agency. The Agency shall be deemed to
be the trustee for the Company of any monies which the Agency
or its sub-agents receive for premiums. Although premium
billing is generally done by the Company, if the Agency ever
holds such funds, it shall do so for the Company's benefit and
in a dedicated premium trust account bearing the Company's
name. All such funds shall be the exclusive property of the
Company, which at all times shall have the right to immediate
possession of such funds, whether such funds are held by the
Agency or by a bank or other financial institution.
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No funds of the Agency shall be commingled with the Company's
funds held in a premium trust account.
I. BOOKS, RECORDS AND REPORTING.
1. Maintenance of Books and Records. The Agency will maintain
accurate records and have proper internal controls in place
with such records and controls being consistent with typical
good business practices of firms similar in size and function
to the Agency.
2. Annual Reports. At least annually, the Agency shall furnish
the Company with (a) such reasonable financial statements or
reports as may be requested by the Company, relevant to the
medical professional liability insurance business of the
Agency and its sub-agents, and (b) confirmation of the absence
of transactions, claims, events or contingencies which the
Agency knows or should know could have a material impact on
its financial statements.
3. Ongoing Duty to Report Material Events. The Agency shall give
the Company reasonable timely notice of events that are known
to the Agency that may render information previously disclosed
pursuant to this paragraph to be materially false or
misleading.
4. Loss Claims. The Agency shall promptly report all claims and
losses of which the Agency has knowledge to the Company, and
properly notify the Company when the Agency receives notice of
the commencement of any related legal action. The Agency shall
not admit or deny liability on the part of the Company in
connection with any claim or lawsuit.
5. Right to Inspect. The Company and its accountants shall have a
right of access to the books and records of the Agency related
to the medical professional liability business of the Agency
at reasonable times during normal business hours, upon
reasonable notice and with reasonable frequency, for the
purpose of ensuring compliance with this Agreement. Any such
inspection shall be conducted in a reasonable manner so as to
minimize any disruption to the Agency's business.
6. Information Concerning Competing Insurers. Whenever the Agency
places a Michigan risk with a Competing Insurer, *.
7. Exclusions. Notwithstanding the foregoing, SCW shall have no
obligation to disclose information to the Company to the
extent such disclosure would be prohibited by law, or by a
contract or agreement with a third-party.
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 9
J. MAINTENANCE OF LICENSING. Agency's authority in each
Designated Market under this Agreement is contingent upon the Agency maintaining
any and all licenses that may be necessary under federal or state law for the
Agency to lawfully perform its duties and obligations in such Designated Market.
K. ERRORS AND OMISSIONS INSURANCE. The Agency and each of its
sub-agents shall at all times maintain errors and omissions coverage with a
minimum limit of $1,000,000/$3,000,000 from an insurer with an A.M. Best's
rating of no less than A-. The Agency shall annually provide the Company a copy
of its current errors and omissions policy or of a binder for the same
satisfactory to the Company.
L. INDEPENDENT CONTRACTOR. The Agency at all times shall function
as an independent contractor of the Company. Nothing in this Agreement shall be
construed to create the relationship of employer and employee between the
Company and the Agency or any of its agents. Company will not be responsible for
Agency's expenses related to its performance under this Agreement, including but
not limited to, bonuses, rent, transportation, employee hire or solicitor's
fees, postage, telephone, advertising, licensing fees or any other expenses
unless agreed upon in writing by the Parties.
M. USE OF SUB-AGENTS.
1. The Agency may, subject to the prior written approval of the
Company, employ, appoint, reappoint, replace or otherwise
contract duly licensed sub-agents. The current authorized
sub-agents are listed on Exhibit A, attached. Each sub-agent
must be reviewed and re-approved annually in writing by a duly
authorized representative of the Company.
2. The Company will not unreasonably withhold its approval of a
sub-agent, provided that the Agency and the sub-agent have
entered into a written agreement which --
(a) Obligates the sub-agent to comply with the terms of
Sections IV.E. 2-6, and this Section, to the extent
applicable;
(b) Obligates the sub-agent to indemnify, defend and hold
harmless the Company against any breach of its
sub-agency agreement; and
(c) Which names the Company a third-party beneficiary for
the purposes of the provisions referred to in Section
IV.M.2(a) and IV.M.2(b) above.
(d) The agreement is not otherwise inconsistent with the
terms and conditions of this Agreement.
3. The Agency shall be responsible and liable to the Company for
any damages suffered by the Company caused by the Agency's
failure to take
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reasonable measures to enforce its agreements with its
sub-agents including, in appropriate circumstances,
termination of the sub-agent's agreement. The Agency shall
promptly give the Company written notice if and when a
sub-agent has materially breached its agreement with the
Agency insofar as it pertains to the Company.
4. The Agency, at its cost and expense, shall be responsible to
compensate each sub-agent from the commission the Agency
receives pursuant to this Agreement.
V. COMPANY'S OBLIGATIONS:
A. LICENSING AND REGISTRATION. The Company will appoint or
register the Agency and its approved sub-agents where required
in each applicable Designated Market.
B. AGENT OF RECORD.
1. Designation as Agent of Record. The Company shall designate
the Agency as the agent of record for all medical professional
liability business written, purchased or otherwise acquired by
the Agency or its sub-agents, unless otherwise agreed by the
Agency in writing. Notwithstanding the foregoing, in all
Designated Markets, if a medical professional changes
employment from a Customer represented by the Agency to a
Customer represented by another appointed agent of the
Company, then the Company may continue the medical
professional's coverage recognizing the other appointed agent
as the agent of record.
2. Agent of Record Letters.
(a) Michigan. The Company will not accept Agent of Record
Letters regarding medical professional liability
business in Michigan unless the Company, in its sole
discretion and after reasonable inquiry, determines
that the request for a change in agent resulted from
a substantial performance deficiency by the Agency
which, within ten (10) business days of receiving
written notice from the Company, it failed to correct
and deliver to the Company a letter of rescission
from the Customer. In such a case, the Company will
become the Agent of Record for the Customer.
(b) Other States. This Agreement does not restrict the
Company from accepting Agent of Record Letters from
Customers in states other than Michigan, and the
Company's policies with regard to Agent of Record
Letters may change from time to time.
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C. BOOKS, RECORDS AND REPORTING.
1. Monthly Accounting. The Company will provide the Agency a
monthly accounting of all transactions involving the Agency
using industry standards, including name, policy number,
effective date, premium and commission.
2. Identification of Agency on Notices. The Company shall
endeavor to clearly identify the Agency by name on all
policies, premium notices and cancellation notices sent to
policyholders. The Company shall provide the Agency with a
copy of all policy declarations, endorsements and cancellation
notices.
3. Notice of Renewals. The Company will furnish the Agency with a
list of all policies on which the Agency is the agent of
record which are due to renew, at least ninety (90) days in
advance of expiration. Such list will include the expiring
premium, so long as the information is reasonably available
from the computer base currently used by the Company..
D. A.M. BEST RATING.
1. In the event that the Company's A.M. Best's rating falls below
B+, the Agency shall thereafter be excused from its
exclusivity obligations in Michigan. If, however, the A.M.
Best ratings of the Competing Insurer(s) who are writing a
majority of the medical professional liability policies by
premium volume in Michigan have also fallen below B+ or are
rated with the modifier "u" (or its then-current equivalent),
the Agency shall not be excused from its obligations under
Section IV.E. regarding obtaining quotes from the Company and
presenting them to Customers or prospective insureds.
2. If the Company regains an A.M. Best rating of B+ or better
within six months, the obligations of the Agency under Section
IV.E. shall be automatically reinstated. The Agency shall then
make a good faith effort to place with the Company, at
renewal, all medical professional liability coverages placed
with other insurers (including Competing and Approved
Competing Insurers) while excused from its exclusivity
obligations.
E. WITHDRAWAL.
1. The Company shall at all times have the absolute discretion to
withdraw fully or partially from any Designated Market and/or
to expand, contract or eliminate medical professional
liability products offered or sold.
2. The Company shall provide the Agency with a minimum of ninety
(90) days prior written notice before withdrawal from any
Designated Market.
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3. In the event of any withdrawal from a Designated Market,
Agency shall be entitled to unpaid commissions for insurance
sold prior to the withdrawal and commissions due in the course
of running off business in the market or markets from which
the Company withdraws.
4. In the event of the complete withdrawal of the Company from a
Designated Market:
(a) Company will provide Agency with a complete list of
the Agency's existing policies, including their
expiration dates and shall provide all reasonable
additional assistance requested by the Agency to
accomplish the orderly transfer of business to
another insurance company;
(B) If the withdrawal is from Michigan, the Agency shall
be excused from its exclusivity obligations in
Section IV.E.
VI. COMMISSIONS:
A. COMMISSION RATES.
1. The Company agrees to pay the Agency, and the Agency agrees to
accept, commissions based upon premiums actually received by
the Company in accordance with the attached Exhibits, as full
compensation for all activities rendered by the Agency
(including its approved sub-agents) under this Agreement.
2. The Company may revise the rates of commissions specified in
the Designated Markets other than Michigan by giving not less
than ninety (90) days written notice to the Agency, provided
that such revision shall not apply to installment or
endorsement premiums payable on policies already in force. The
Company will not set revised commission rates for the Agency
that are lower than the commission rates paid by the Company
to like agencies in the relevant geographic market for like
coverages. In Michigan, the Company cannot decrease the rates
of commissions paid to the Agency unless the prevailing
commission rates paid by Competing Insurers decreases below
the current rates, in which case the Company can decrease the
rates to the prevailing level paid by Competing Insurers.
3. The Agency agrees to refund to the Company unearned commission
on policy cancellations or reductions at the same rate at
which such commissions were originally paid.
Master Agency Agreement Page 13
4. Following termination of this Agreement, the Company shall
have no obligation to pay commissions to the Agency, except
for commissions due but unpaid as of the effective date of
termination.
5. The Parties may agree to apply a rate of commission on any
individual policy other than the rate of commission shown in
the attached Exhibits. Issuance of the policy by the Company
at the revised rate shall be conclusive evidence of the
Company's agreement to the revised rate. The Agency's consent
to the issuance of the policy at the revised rate of
commission shall be conclusive evidence of the Agency's
agreement to the revised rate for that policy.
6. The Company may, but is not obligated to, provide the Agency
annually with a contingent commission agreement, the terms of
which may vary on a state-by-state basis for those
states/markets which the Company determines are subject to the
contingent commission agreement.
B. PAYMENT TERMS.
1. Commissions on premiums shall be paid to the Agency by the
15th of the month after which the initial premium is received
and recorded by the Company, subject to offset by the Company
of any return commissions due from the Agency.
2. Interest shall accrue on any late commission payments at the
Late Payment Interest Rate from the original due date until
paid.
3. Interest shall accrue on any return commission payments not
collected by offset by the Company at the Late Payment
Interest Rate, from thirty (30) days after the Company demands
payment in writing until paid.
4. If the Agency does not make a timely accounting or payment of
any sums held in trust or otherwise due the Company, the
Company reserves the right, upon written notice to the Agency
and the Agency's failure to correct the deficiency within ten
(10) business days of receipt of such written notice, to set
off any amounts due the Company from amounts payable to the
Agency and to suspend the Agency's authority to bind any new
or renewal business.
C. MISCELLANEOUS.
1. For purposes of computing commissions--
Master Agency Agreement Page 14
(a) "New business" shall mean all new policies or
policies where there is a break in continuous
coverage by the Company of at least thirty (30) days.
All other business pertaining to active policies in
force will be treated as renewal business.
(b) "Tail business" shall refer to extended discovery
reporting periods (tails) on claims made policies.
(c) The endorsement of additional physicians to an
existing policy will yield commissions to the Agency
at the renewal rate, not the new business rate.
2. The payment of commissions by Company to Agency is contingent
upon such payment not being prohibited by law, and the Agency
being licensed in the relevant jurisdiction.
VII. OWNERSHIP OF EXPIRATIONS:
A. ACKNOWLEDGMENT OF OWNERSHIP OF CERTAIN EXPIRATIONS BY THE
AGENCY. The Parties acknowledge and agree that as of the Effective Date of this
Agreement, the Agency, or a sub-agent where applicable, shall own all
Expirations for medical professional liability business placed with the Company
during the term of this Agreement where the Agency is the agent of record. The
Agency, or a sub-agent where applicable, shall continue to own all expirations
presently owned by the Agency, or a sub-agent where applicable, from Michigan
market sales with original expiration dates from and after July 1, 1991 through
and prior to the Effective Date of this Agreement.
B. TRANSFER OF CERTAIN EXPIRATIONS. The Company hereby conveys to
the Agency, any and all of its right, title and interest in and to the APA
Medical Professional Liability Book of Business owned by the Agency or its
sub-agents, including the following:
1. *
2. Expirations retained and owned by the Company from Michigan
market sales with original expiration dates prior to July 1,
1991, identified on attached Exhibit B ("Pre-1991 Michigan
Expirations"); and
3. Expirations from Nevada market sales.
C. RELEASE REGARDING KENTUCKY AND NEVADA.
1. The Company forever waives, releases and discharges the Agency
from any legal claims, damages or other compensation payable
by the Agency
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 15
arising from the Agency's prior practice of placing Kentucky
medical professional liability coverages with other insurers
before the execution of this Agreement.
2. The Company forever waives, releases and discharges the Agency
from its obligation to repay the Company the outstanding
principal balance of $310,000 for costs which the Company
advanced the Agency for Nevada market entry. The Agency
forever waives, releases and discharges the Company from any
legal obligation to purchase medical professional liability
expirations per the Nevada Agency Agreement between the Agency
and the Company, as amended, or any obligation to pay any exit
fee to the Agency upon its withdrawal from Nevada.
D. OWNERSHIP OF DATA. Notwithstanding any provision of this
Agreement to the contrary, except those contained in Section VII. E, the Company
shall continue to own all non-expiration related data (including, but not
limited to, loss data) and other proprietary information and records of the
Company. The Agency shall own all expiration data concerning its Customers that
is in its files.
E. RIGHTS OF COMPANY TO PURSUE MICHIGAN MEDICAL PROFESSIONAL
LIABILITY BUSINESS. Notwithstanding any provision of this Agreement to the
Contrary, in the event that the Agency terminates this Agreement without Cause,
or the Company terminates this Agreement with Cause, both as defined in Section
VIII of this Agreement, then the Company shall be permitted to solicit, place,
service, or otherwise pursue all Michigan medical professional liability
business for which the Agency is the Agent of Record and/or owns the Expirations
without any liability whatsoever under any theory to the Agency.
F. MISCELLANEOUS.
1. The ownership of Expirations by the Agency or its sub-agents
shall survive the termination of this Agreement, subject to
the provisions of Section VII.E.
2. The ownership of Expirations by the Agency shall not affect
the Company's right to communicate directly with insureds, and
to bill insureds directly for premiums due or to become due,
and to collect such premiums directly from insureds.
3. In the event the Company purchases the Agency's APA Medical
Professional Liability Book of Business pursuant to Section
X.B., the Company shall thereafter have the right to make such
use as it deems fit of the Agency's records related to the
Agency's APA MPL Book of Business, the Expirations, and the
Company's own records pertaining to the Expirations.
Master Agency Agreement Page 16
VIII. TERMINATION: This Agreement may be terminated, or nonrenewed at the
expiration of one of its terms, only as provided in this Section:
A. AUTOMATIC TERMINATION. This Agreement shall terminate
automatically by mutual consent on the effective date of the
purchase by the Company of the Agency's APA Medical
Professional Liability Book of Business, with respect to the
Designated Market(s) as to which the purchase applies.
B. TERMINATION FOR CAUSE. A Party may terminate or nonrenew this
Agreement for "Cause." "Cause" for purposes of this Agreement
is limited to any one or more of the following:
1. Loss of License. This Agreement shall terminate automatically,
with respect to a Designated Market only, upon a Party's loss
of any license or certificate of authority necessary to
perform its obligations as contemplated under this Agreement;
provided that such termination shall occur when such loss of
license or certificate is final and appeal rights have been
exhausted. If the Party subsequently regains its license in
such Designated Market, the Parties may reinstate this
Agreement as to such Designated Market if agreed to in
writing.
2. Immediately upon either Party giving written notice to the
other in the event of fraud, bankruptcy, insolvency, or gross
and willful misconduct on the part of the other Party.
3. Upon the repeated failure of the Agency to provide for premium
accounting or payment as required by this Agreement, within
fifteen (15) business days following the receipt of written
notice from the Company, or upon the repeated failure of the
Company to pay any Commissions as required by this Agreement,
within fifteen (15) business days following the receipt of
written notice from the Agency. Each Party shall provide a
written notice of any such failure and permit an opportunity
to cure the failure within ten (10) days following the written
notice. For purposes of this Agreement, "repeated" shall mean
three (3) or more times within any twelve (12) consecutive
month period.
4. Upon the failure of a Party to cure a material breach of this
Agreement within thirty (30) days following the receipt of
written notice by the other Party; provided that if another
section of this Agreement provides for a notice and cure
period other than thirty (30) days which is applicable, the
notice and cure period referenced in the other section shall
apply. The written notice shall describe in detail the alleged
material breach(es).
5. Upon the failure of the Agency to comply with the provisions
of Section IV.E. three (3) or more times within any twelve
(12) consecutive month period.
Master Agency Agreement Page 17
6. The Agency can terminate for Cause upon expiration of a
current five (5) year term, providing that the Agency gives
the Company written notice of its intent not to renew the term
of the Agreement due to the Company offering the Agency
renewal terms and conditions substantially less favorable to
the Agency than those in effect immediately prior to renewal.
Any such termination is not effective as a termination with
Cause unless: the Agency gives the Company at least ninety
(90) days written notice before expiration of the then-current
term; the notice specifies the terms and conditions which the
Agency claims are substantially less favorable to it; and the
Company is given a reasonable opportunity to address the
issues. If the Agency elects to nonrenew the Agreement even
though the Company provides written notice to the Agency that
it will renew the agreement on terms and conditions that are
substantially as favorable to the Agency as those in effect
immediately prior to renewal, then such a nonrenewal shall be
a Termination Without Cause.
C. TERMINATION WITHOUT CAUSE. Either Party may terminate the
Agreement "without cause" upon the expiration of a current
term, by either Party giving not less than one hundred twenty
(120) days written notice to the other of its intent not to
renew the Agreement. Any written notice given by a Party shall
clearly identify that it is given pursuant to this provision.
IX. REMEDIES: In addition to any other rights or remedies the Parties may
have in the event of a breach or default by the other Party, the Parties shall
have the rights and remedies set forth below. Except as expressly provided
otherwise, the exercise of a particular remedy, or the specification of a
particular remedy in the event of a certain type of default, shall not be deemed
an election of remedies, and shall not preclude the other Party from exercising
any other rights or remedies available to it.
A. TERMINATION OF AGENCY REPRESENTATION. Upon the effective date
of termination, the Agency's responsibility for complying with
the provisions of this Agreement affecting premium payment or
collection and procedures related to policyholder
communication and service shall continue until resolved to the
Company's reasonable satisfaction. Except as so stated, the
Agency's authority under this Agreement shall cease.
B. RUN-OFF. As of the effective date of termination, outstanding
policies will be permitted to run to expiration subject to the
right of the Company to effect selective cancellations at any
time.
C. RIGHT TO SOLICIT MICHIGAN CUSTOMERS. If the Agreement is
terminated by the Company with Cause, or by the Agency without
Cause, the Company shall have the rights as set forth in
Section VII.E. of this Agreement.
Master Agency Agreement Page 18
D. RIGHT OF SET-OFF. If the Agency does not make a timely
accounting or payment of any sums held in trust or otherwise
due the Company, the Company reserves the right, upon written
notice to the Agency and the Agency's failure to correct the
deficiency within ten (10) business days of receipt of such
written notice, to set off any amounts due the Company from
amounts payable to the Agency.
X. ASSIGNMENT, SALE OR TRANSFER OF THE AGENCY'S ASSETS:
A. RESTRICTED TRANSACTION. Neither the Agency nor its
Shareholders shall undertake a Restricted Transaction except
on the terms stated in this Section.
B. COMPANY'S RIGHT OF FIRST REFUSAL. Before engaging in a
Restricted Transaction, the Agency must first deliver to the
Company a bona fide offer (the "Third Party Offer") made by a
third party to enter into such transaction, which must include
an acknowledgement of the Company's right of refusal under
this Section, and must disclose the offered price, the
identity of the prospective purchaser(s) and the terms and
conditions of the offer. The Company shall have thirty (30)
days from the receipt of the copy of the Third Party Offer to
exercise its option by written notice to the Agency. The
price, terms and conditions of the offer to purchase shall be
the same as the terms and conditions of the bona fide offer by
the prospective purchaser; provided, however, that if any bona
fide offer stipulates consideration that is not practicably
obtainable except for the prospective purchaser (such as
specific land or stock in a closely held corporation), the
Company shall be entitled to deliver as substitute
consideration cash in an amount equal to the fair market value
of such consideration. Such fair market value shall be
determined by agreement between the Agency and the Company or,
failing that, by an appraiser selected and jointly paid for
equally by the Agency and the Company. If the Company
determines not to purchase pursuant to this provision, then
the Agency shall be permitted to consummate the Restricted
Transaction, so long as it does not violate Section X.C.
C. PROHIBITION TO INSURER ACQUIRORS. In no event shall the Agency
or its Shareholders, directly or indirectly, agree to a
Restricted Transaction with any Competing or Approved
Competing Insurer or other insurer which sells medical
professional liability insurance in any Designated Market, or
in any state in which the Company has applied for licensure to
sell medical professional liability insurance. The Agency
acknowledges and agrees that a loss arising from a breach of
this provision may not be reasonably and equitably compensated
by money damages. The Agency agrees that in case of any such
breach, the Company shall be excused from the provisions of
Section XIII, and entitled to injunctive and other equitable
Master Agency Agreement Page 19
relief from a court of competent jurisdiction to enforce the
terms of this provision, which relief shall be cumulative and
in addition to any and all other additional remedies available
to the Company at law or in equity. Further, in addition to
all available rights and remedies and any relief granted to
the Company, the Company shall have the right to solicit the
Michigan Customers as provided in Section VII.E.
D. COMPANY'S RIGHT TO DIRECT COMMUNICATION WITH THIRD PARTIES.
After the Agency delivers to the Company a copy of the Third
Party Offer, whether or not the Company exercises its right of
refusal under this Section, the Company shall have the right
to communicate directly with such third party, without the
participation of the Agency, prior to the completion of the
transaction, such communication being intended to allow the
Company and the third party the opportunity to develop a
mutually acceptable contractual relationship.
E. SUB-AGENTS. Nothing in this Agreement shall be construed to
prohibit the Agency from entering into agreements with one or
more sub-agents under which, as between the parties to such
agreements, ownership rights with respect to expirations are
granted or conveyed to or among such sub-agents.
F. PERMITTED TRANSFER. Nothing in this Agreement shall be
construed to prohibit a Permitted Transfer.
G. AGREEMENTS WITH SHAREHOLDERS AND KEY EMPLOYEES.
1. In the event that the Company purchases all or part of the
Agency's APA Medical Professional Liability Book of Business
pursuant to Section X.B., or engages in a Restricted
Transaction with the Agency, under Section X.A., X.B., or
X.C., above, in conjunction with such transaction:
(a) The Agency shall assign to the Company, to the extent
assignable, any and all covenants-not-to-compete,
non-piracy and confidentiality agreements in effect
between the Agency and its Shareholders and key
employees as of the date of such transaction. In the
event that they do not exist or exist but are
non-assignable, the Agency will use its reasonable
best efforts to cooperate with the Company to obtain
agreements from Agency Shareholders as part of the
Company's purchase, which will provide protection to
the Company for a reasonable period of time in a
reasonable geographic area; and
(b) The Company shall be free to solicit any of the
Agency's employees, contractors, representatives or
agents relative to the
Master Agency Agreement Page 20
APA Medical Professional Liability Book of Business
acquired for the purpose of hiring them.
2. The Agency represents and warrants to the Company, to the best
of its knowledge and information, that prior to the execution
of this Agreement, the Agency has delivered to the Company
true and complete copies of any and all such
covenants-not-to-compete, non-piracy and confidentiality
agreements currently in effect between the Agency and its
Shareholders, producers, and key employees.
3. During the term of this Agreement, the Agency shall take no
action to rescind, repeal or modify such agreements, except
that the Agency may enter into modified or successor
agreements providing it with no lesser protections. The
expiration or termination of such covenants-not-compete,
non-piracy and confidentiality agreements in accordance with
their terms shall not be a violation of this Agreement.
4. On the sale of all or a portion of the Agency (including, but
not necessarily limited to, some or all of the Agency's APA
Medical Professional Liability Book of Business or medical
professional liability expirations owned by Agency pursuant to
this Agreement) to the Company pursuant to this Agreement, the
Agency and the Company shall enter into mutually acceptable
covenant-not-to-compete, non-piracy and confidentiality
agreements.
XI. INDEMNIFICATION:
A. INDEMNIFICATION BY THE COMPANY. During and following the
termination of this Agreement, the Company will forever
defend, indemnify and hold the Agency harmless against any
claims, including related legal costs, fines, damages or
monetary penalties incurred as a result of any act or omission
by the Company in the performance of the Agreement.
B. INDEMNIFICATION BY THE AGENCY. During and following the
termination of this Agreement, the Agency will forever defend,
indemnify and hold the Company harmless against any claims,
including related legal costs, fines, damages or monetary
penalties incurred as a result any act or omission by the
Agency or its sub-agents in the performance of this Agreement.
C. NOTICE AND OPPORTUNITY TO DEFEND. In the case of any claim
asserted by a third party against a Party entitled to
indemnification under this Agreement (the "Indemnified
Party"), the Indemnified Party shall give written notice to
the Party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be
sought. The Indemnified Party will permit the Indemnifying
Party (at the expense of
Master Agency Agreement Page 21
such Indemnifying Party) to assume the defense of any claim or
any litigation resulting therefrom, provided that:
1. The counsel for the Indemnifying Party who will conduct the
defense of such claim or litigation must be reasonably
satisfactory to the Indemnified Party;
2. The Indemnified Party may participate in such defense at such
Indemnified Party's expense; and
3. The failure by any Indemnified Party to give notice as
provided in this Agreement will not relieve the Indemnifying
Party of its indemnification obligation under this Agreement
except to the extent that such omission prejudices the
Indemnifying Party in its defense of the claim.
The Indemnifying Party and the Indemnified Party will cooperate in the
defense of any claim or litigation and the records of each will be available to
the other with respect to such defense.
D. SETTLEMENT. Except with the prior written consent of the
Indemnified Party, no Indemnifying Party, in the defense of any such claim or
litigation, may consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by each
claimant to such Indemnified Party a release from all liability with respect to
such claim or litigation, and does not impose any liabilities or obligations on
the Indemnified Party.
E. INTEREST ON LATE PAYMENT. Any indemnification obligation not
paid when due shall bear interest at the Late Payment Interest Rate.
XII. DISPUTE RESOLUTION:
A. BINDING ARBITRATION. In the event of any dispute arising out
of this Agreement, except where a Party seeks equitable relief, the Company and
Agency agree to submit such dispute to arbitration as follows:
1. The arbitration shall be conducted by a panel of three
arbitrators. Each Party shall appoint one arbitrator within 45
days after the initial written notice of any arbitrable
dispute by one Party to the other. The third arbitrator shall
be selected by the first two arbitrators within 45 days after
their appointment. If the two arbitrators cannot agree upon
the third, a Judge of the Circuit Court for Ingham County,
Michigan shall be requested to appoint the third arbitrator.
2. The arbitration panel may allow reasonable discovery subject
to its reasonable discretion. The determination of the
arbitrators shall be final
Master Agency Agreement Page 22
and binding upon the Parties, and judgment may be entered on
the arbitrators' determination in a court of competent
execution.
3. The arbitration shall be conducted in Ingham County, Michigan,
in accordance with the procedures of the regional office of
the American Arbitration Association responsible for Ingham
County, Michigan. The Agency and the Company shall each pay
the cost of the arbitrator it appointed, and shall each pay
one-half of the cost of the third arbitrator. The prevailing
Party, as determined by the arbitrators, shall be awarded
reasonable attorneys fees and costs payable by the other
Party.
B. LIMITATION ON DAMAGES. Neither the Company nor the Agency
shall be liable for or entitled to punitive or exemplary damages.
XIII. MISCELLANEOUS:
A. AMENDMENT. This Agreement may be amended only by the written
agreement of the Parties.
B. NON-WAIVER. Any failure by either Party to insist upon
compliance with any provisions of this Agreement shall not be construed as or
constitute a waiver of them by such Party.
C. INTEGRATED AGREEMENT. This Agreement and its Exhibits as
modified from time to time constitute the entire agreement between the Parties
pertaining to its subject matter. Except as set forth in this Agreement, there
are no representations, warranties, guarantees, agreements or understandings,
whether express or implied, written or oral, pertaining to the subject matter of
this Agreement. This Agreement supersedes, replaces and renders null and void,
as of its Effective Date, all previous agreements between Company and the Agency
(including its subsidiaries and affiliates) pertaining to its subject matter, as
well as all term sheets signed or exchanged between the Parties before execution
of this Agreement.
D. APPLICABLE LAW. This Agreement shall be governed and
interpreted by the laws of the State of Michigan, excluding its conflicts of law
principles; except to the extent that any of its provisions conflict with the
specific statutory obligations of Agency due to Agency's licensure by or
activities in any other state, it shall be deemed amended to conform to the
minimal degree necessary to comply with the relevant statutes or regulations of
such other state. Any other conflicts of this Agreement with the applicable law
of Michigan or with Michigan regulations shall be deemed conformed to those
Michigan standards.
Master Agency Agreement Page 23
E. COUNTERPARTS. This Agreement and any Exhibits, which require
signatures, may be executed in counterparts, which shall together be regarded as
binding upon the Parties.
F. AUTHORITY. The persons signing below represent and warrant
that they are duly authorized representatives of the respective Parties, fully
willing and able to execute this Agreement.
G. ASSIGNMENT. The Company may assign this Agreement to its
parent, affiliate, or subsidiary corporations who are licensed insurers upon
written notice to agency. Agency may not assign this Agreement except as set
forth in Section X of this Agreement.
H. CONFIDENTIALITY.
1. All information concerning a Party (the "Disclosing Party") in
the possession of the other Party (the "Recipient Party") from
time to time, shall be deemed to be "Confidential
Information," except to the extent it is public knowledge at
the time of its disclosure or becomes public knowledge through
no fault of the Recipient Party, is developed independently by
the Recipient Party, or is required by applicable law to be
filed or disclosed to the public.
2. The Parties agree to use Confidential Information only for the
purpose of performing their respective obligations under this
Agreement.
3. The Parties agree to limit dissemination of Confidential
Information to their respective officers, directors,
employees, accountants, attorneys, and agents who have a
reasonable need to know such information in order to perform
this Agreement.
4. The Parties agree to take reasonable steps to protect the
confidentiality of such information prior to any such
disclosure, including obtaining the agreement of any such
third party to be bound by the terms of this Agreement.
5. Except as required by applicable law or by Section VII.E., the
Parties agree to immediately return all Confidential
Information to the Disclosing Party, and/or to delete or
destroy it, upon request or upon the termination of this
Agreement, including any and all documents or other records
containing Confidential Information, any and all copies made
by the party or its agents, and any and all analyses, studies,
or other documents or records prepared by the party or its
agents that include or were based upon any Confidential
Information.
Master Agency Agreement Page 24
I. EXHIBITS. All referenced exhibits are deemed incorporated by
reference into this Agreement.
J. NOTICES. All notice requirements and other communications
shall be deemed given when delivered or on the following business day after
being sent by overnight courier with a nationally recognized courier service
such as Federal Express, addressed as follows:
Company: American Physicians Assurance Corporation
c/o Secretary
1301 North Hagadorn Road
East Lansing, Michigan 48823
With a copy to: Vice President, Marketing
American Physicians Assurance Corporation
1301 North Hagadorn Road
East Lansing, Michigan 48823
Agency: SCW Agency Group, Inc.
c/o President
2501 Coolidge Road, Suite 300
East Lansing, Michigan 48826-4040
K. HEADINGS. Any headings or titles used in this Agreement are
non-substantive and appear for reference only.
L. REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency
represents and warrants to the Company each of the following as of the Effective
Date of this Agreement:
1. The Agency is a corporation duly organized, validly existing
and in good standing under the laws of the State of Michigan,
with full corporate power and authority to conduct its
business as it is now being conducted and to perform all of
its obligations under this Agreement. As of the execution of
this Agreement, the Agency or its subsidiaries are qualified
to do business in Michigan, Illinois, Ohio, Indiana,
Tennessee, Nevada, Florida, and Kentucky.
2. The Agency and its subsidiaries hold all unrestricted licenses
or certificates of authority necessary represent the Company
as an agent in all jurisdictions in which the Agency or its
subsidiaries are qualified to do business as foreign
corporations.
3. This Agreement constitutes the legal, valid and binding
obligation of the Agency and its subsidiaries, enforceable in
accordance with its terms.
Master Agency Agreement Page 25
The Agency and its subsidiaries have the absolute and
unrestricted right, power and authority to execute and deliver
this Agreement and to perform their obligations under this
Agreement, and such action has been duly authorized by all
necessary action by the Shareholders and board of directors of
the Agency and each subsidiary.
4. Neither the execution nor the delivery of this Agreement nor
the performance of its terms will breach any obligation or
undertaking of the Agency or any subsidiary.
5. From and since January 1, 2003 through and as of the execution
and delivery of this Agreement, neither the Agency nor its
Shareholders have engaged in, agreed to or withdrawn from any
Restricted Transaction, nor have the Agency or its
Shareholders had any substantive discussions, negotiations,
exchange of information or exchange of confidentiality
agreements with any third party leading to the development of
a potential term sheet relative to any Restricted Transaction.
6. From and since January 1, 2003 through and as of the execution
and delivery of this Agreement, there has not been any
material adverse change in the business, operations,
prospects, assets, results of operations or condition
(financial or other) of the Agency, and no event has occurred
or circumstance exists that may result in such a material
adverse change.
M. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Agency each of the following as of the Effective
Date of this Agreement:
1. The Company is an insurance company duly organized, validly
existing and in good standing under the laws of the State of
Michigan, with full corporate power and authority to conduct
its business as it is now being conducted and to perform all
of its obligations under this Agreement. As of the execution
of this Agreement, the Company is licensed as an insurer and
is currently writing insurance business in the states listed
in attached Exhibit C, and in no other jurisdictions.
2. The Company holds all unrestricted licenses or certificates of
authority in all jurisdictions in which it is qualified to do
business as a foreign insurance company.
3. This Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its
terms. The Company has the absolute and unrestricted right,
power and authority to execute and deliver this Agreement and
to perform its obligations under this
Master Agency Agreement Page 26
Agreement, and such action has been duly authorized by all
necessary action of the Company's shareholder and board of
directors.
4. Neither the execution nor the delivery of this Agreement nor
the performance of its terms will breach any obligation or
undertaking of the Company.
5. From and since January 1, 2003 through and as of the execution
and delivery of this Agreement and except for matters
disclosed in the Company's filings with state or federal
regulatory agencies, press releases, and filings with the SEC,
there has not been any material adverse change in the
business, operations, prospects, assets, results of operations
or condition (financial or other) of the Company, and no event
has occurred or circumstance exists that may result in such a
material adverse change.
The Parties have executed this Master Agency Agreement by their duly
authorized representatives.
COMPANY: AGENCY:
AMERICAN PHYSICIANS ASSURANCE SCW AGENCY GROUP, INC.
CORPORATION
/s/ R. Kevin Clinton /s/ Kristina N. Manoogian
- ------------------------------ -----------------------------------
Date: February 12, 2004 Date: February 12, 2004
Master Agency Agreement Page 27
EXHIBIT A
APA/SCW AGENCY GROUP, INC.
MASTER AGENCY AGREEMENT
Designated Market and Commission Rates in effect as of the Effective
Date of this Agreement:
Commission Rates
Designated Market (percentage of gross written premium)
- ---------------------------- -------------------------------------
Michigan New Business: *
Renewal Business: *
Tail Business: *
Illinois New Business: *
Renewal Business: *
Tail Business: *
Effective 7/1/04:
New Business: *
Renewal Business: *
Tail Business: *
Kentucky New Business: *
Renewal Business: *
Tail Business: *
Nevada New Business: *
Renewal Business: *
Tail Business: *
Florida** New Business: N/A
Renewal Business: *
Tail Business: *
Indiana/Michigan border area New Business: *
Renewal Business: *
Tail Business: *
**Endorsement modifications and other special circumstances during run-off
commission to be determined on a case by case basis.
CURRENTLY APPROVED SUBAGENTS***
Authorized Sub-agent Authorized Market
- -------------------- -----------------
* *
* *
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 28
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
CURRENTLY APPROVED COMPETING INSURERS***
Market Approved Competing Insurer
- ------ --------------------------
* *
* *
*** Subject to annual review and written prior approval by the Company
* Indicates that material has been omitted and confidential treatment has been
requested therefor. All such omitted material has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Master Agency Agreement Page 29
EXHIBIT B
APA/SCW AGENCY GROUP, INC.
MASTER AGENCY AGREEMENT
MICHIGAN MEDICAL PROFESSIONAL EXPIRATIONS WITH
ORIGINAL EXPIRATION DATES PRIOR TO JULY 1, 1991
TRANSFERRED TO THE AGENCY UPON EXECUTION OF THE AGREEMENT
POLICY # ORIGINAL EFF DATE
9 1976-06-25
11 1976-06-15
42 1976-07-01
42 1976-07-01
88 1980-06-09
91 1976-07-01
99 1979-09-04
104 1976-07-01
119 1976-07-01
137 1976-07-15
146 1991-03-04
159 1986-07-01
168 1986-06-30
170 1985-03-20
171 1976-07-01
181 1976-07-01
191 1976-07-15
221 1976-07-01
224 1976-07-01
236 1986-02-11
262 1987-08-15
264 1976-07-01
278 1976-07-01
279 1976-07-12
288 1982-10-01
291 1976-07-06
317 1976-07-01
341 1976-07-01
361 1976-07-01
376 1976-07-01
378 1976-07-01
381 1976-07-15
400 1976-08-01
407 1976-08-01
422 1976-08-09
426 1976-08-06
441 1976-07-24
445 1976-07-01
454 1976-07-01
460 1976-07-01
474 1976-07-01
Master Agency Agreement Page 30
POLICY # ORIGINAL EFF DATE
477 1976-07-01
486 1976-07-01
489 1977-02-21
495 1976-07-13
519 1976-08-02
549 1976-08-04
577 1976-10-13
578 1985-08-01
593 1976-08-09
594 1985-11-26
600 1980-09-01
663 1986-09-08
692 1976-10-01
699 1976-10-01
703 1979-10-14
704 1985-10-01
729 1976-10-01
730 1990-10-14
735 1976-10-01
743 1976-10-13
756 1976-10-01
762 1976-10-01
828 1977-01-01
840 1976-12-29
867 1977-03-09
888 1979-01-26
898 1976-12-01
927 1977-01-01
934 1990-12-15
987 1977-07-05
996 1977-04-01
1002 1977-03-26
1026 1977-04-01
1055 1977-04-15
1059 1977-04-01
1061 1977-04-01
1070 1986-05-01
1089 1977-04-01
1116 1987-01-19
1137 1977-04-01
1166 1986-04-14
1176 1986-04-15
1209 1991-05-19
1215 1977-05-01
1263 1977-06-06
1281 1991-01-01
1289 1977-06-01
1318 1986-07-01
1322 1977-05-31
Master Agency Agreement Page 31
POLICY # ORIGINAL EFF DATE
1334 1977-07-01
1336 1988-01-18
1344 1977-07-03
1369 1991-05-01
1370 1985-07-01
1373 1977-07-09
1385 1984-05-31
1405 1980-07-14
1435 1977-07-01
1443 1983-11-07
1444 1984-08-20
1473 1977-07-01
1492 1984-07-01
1494 1984-07-01
1518 1977-07-01
1535 1977-07-01
1573 1977-07-05
1599 1977-07-01
1604 1977-07-16
1607 1977-08-01
1615 1991-01-01
1647 1977-06-30
1648 1977-07-01
1666 1977-07-01
1671 1977-07-01
1689 1977-07-01
1714 1983-09-21
1726 1977-08-22
1729 1977-07-13
1737 1977-07-13
1771 1983-09-21
1792 1979-09-01
1802 1977-08-12
1805 1977-08-01
1810 1986-06-01
1877 1977-08-01
1928 1987-10-16
1942 1977-08-20
1951 1977-08-25
1958 1977-10-01
1997 1977-08-05
2023 1985-07-01
2055 1977-10-01
2073 1977-10-01
2074 1977-10-01
2102 1977-10-01
2110 1984-10-21
2129 1977-11-14
2130 1980-07-09
Master Agency Agreement Page 32
POLICY # ORIGINAL EFF DATE
2135 1977-10-01
2162 1977-11-15
2176 1977-10-01
2180 1977-07-01
2206 1977-10-01
2208 1977-10-01
2209 1977-10-01
2214 1977-10-30
2234 1977-10-15
2254 1977-11-15
2304 1977-11-05
2320 1977-11-01
2322 1977-05-01
2335 1977-10-22
2336 1977-10-22
2390 1977-11-30
2405 1977-12-05
2410 1977-12-27
2414 1978-03-01
2418 1978-01-01
2421 1977-12-23
2449 1977-05-01
2458 1977-12-05
2512 1977-12-28
2515 1978-01-01
2517 1986-04-17
2567 1978-03-27
2572 1978-04-01
2574 1978-04-01
2576 1978-04-01
2577 1978-04-01
2600 1989-04-15
2645 1978-07-01
2650 1978-05-17
2651 1978-05-17
2666 1978-07-16
2674 1978-05-01
2677 1978-07-01
2691 1978-07-01
2693 1978-07-01
2705 1978-06-30
2714 1978-07-01
2718 1978-07-01
2722 1978-07-05
2724 1978-07-14
2725 1986-07-01
2763 1978-07-14
2772 1978-07-24
2786 1978-08-01
Master Agency Agreement Page 33
POLICY # ORIGINAL EFF DATE
2804 1986-04-01
2816 1978-09-15
2854 1978-09-25
2904 1978-12-14
2915 1979-01-02
2916 1986-01-01
2920 1978-12-30
2944 1979-02-02
2948 1979-02-07
2950 1979-04-01
2988 1979-04-15
2998 1979-04-10
2999 1979-04-09
3001 1979-04-01
3044 1983-07-01
3055 1979-07-01
3060 1979-06-25
3066 1979-06-04
3085 1985-07-01
3087 1979-06-20
3091 1979-08-01
3115 1979-06-29
3121 1979-06-29
3132 1982-06-08
3150 1979-07-01
3161 1979-07-01
3162 1979-07-01
3173 1985-07-10
3175 1979-07-12
3194 1981-10-01
3197 1979-07-18
3202 1979-07-05
3203 1979-07-05
3204 1979-07-16
3230 1979-07-01
3259 1979-07-01
3265 1979-07-30
3273 1991-06-01
3274 1979-08-01
3276 1979-07-01
3278 1979-08-02
3279 1979-09-01
3280 1979-08-03
3315 1979-07-01
3321 1979-09-01
3326 1979-08-23
3333 1979-09-04
3335 1979-10-01
3343 1979-10-01
Master Agency Agreement Page 34
POLICY # ORIGINAL EFF DATE
3353 1991-05-01
3358 1979-09-10
3412 1979-11-16
3431 1985-01-28
3438 1979-12-10
3439 1983-11-22
3491 1990-03-01
3493 1979-12-08
3494 1979-12-10
3495 1990-05-13
3547 1980-03-01
3550 1982-04-29
3562 1980-03-01
3564 1980-02-27
3566 1991-01-01
3568 1983-01-01
3587 1980-04-01
3593 1980-04-01
3602 1980-04-01
3624 1980-04-01
3631 1980-04-01
3632 1980-04-01
3633 1980-04-01
3634 1980-04-01
3670 1980-07-01
3691 1980-07-01
3709 1980-04-01
3720 1980-07-01
3726 1980-06-01
3756 1980-07-01
3775 1980-07-01
3777 1989-07-01
3782 1980-07-01
3786 1980-06-01
3795 1980-07-01
3797 1980-06-30
3800 1980-06-30
3817 1986-07-01
3822 1980-07-14
3826 1980-07-01
3831 1980-07-01
3840 1980-07-01
3843 1980-07-01
3844 1980-07-01
3862 1980-07-01
3872 1989-08-14
3880 1980-07-01
3901 1980-07-01
3904 1980-07-01
Master Agency Agreement Page 35
POLICY # ORIGINAL EFF DATE
3935 1980-07-01
3964 1980-07-02
3964 1980-07-02
3970 1980-07-01
3993 1980-08-04
4000 1989-09-05
4003 1980-08-01
4005 1980-07-08
4027 1980-08-01
4028 1980-07-14
4050 1980-07-21
4059 1980-07-01
4066 1982-06-17
4072 1991-01-14
4130 1980-08-07
4142 1980-08-07
4164 1991-05-01
4194 1980-10-05
4198 1980-07-01
4200 1986-07-01
4219 1980-10-01
4234 1980-10-01
4240 1985-10-01
4280 1980-12-08
4291 1980-09-17
4303 1980-12-16
4308 1980-12-03
4319 1980-12-08
4326 1981-01-26
4334 1981-01-01
4338 1980-12-01
4380 1981-01-01
4435 1988-02-02
4437 1984-11-04
4455 1988-04-04
4461 1981-01-01
4471 1981-02-01
4507 1981-02-02
4511 1981-02-01
4526 1981-03-01
4547 1981-03-01
4549 1981-02-04
4554 1982-08-02
4567 1981-02-20
4634 1981-03-16
4660 1981-03-31
4662 1981-03-09
4677 1981-04-13
4685 1981-04-14
Master Agency Agreement Page 36
POLICY # ORIGINAL EFF DATE
4723 1985-07-01
4735 1990-03-01
4744 1986-06-24
4746 1986-03-01
4747 1986-09-01
4756 1981-06-01
4769 1987-07-06
4794 1981-07-13
4796 1981-07-01
4811 1986-03-01
4814 1981-07-20
4827 1990-07-01
4832 1981-06-20
4833 1981-07-01
4835 1982-07-01
4837 1981-07-01
4842 1986-07-01
4845 1981-06-30
4846 1981-06-03
4847 1981-07-15
4848 1987-08-15
4860 1985-07-01
4863 1985-07-01
4865 1989-12-12
4874 1981-07-01
4906 1981-06-29
4907 1981-07-01
4908 1981-06-16
4912 1981-06-26
4938 1985-06-01
4939 1986-07-01
4941 1981-07-13
4951 1991-04-01
4969 1981-06-16
4970 1981-06-16
4976 1981-08-03
4984 1981-06-27
4990 1986-07-01
5007 1985-07-01
5015 1981-07-14
5016 1981-08-01
5017 1981-07-13
5024 1983-12-05
5032 1984-03-01
5033 1981-07-01
5034 1981-07-20
5037 1986-07-10
5059 1991-01-01
5067 1981-07-06
Master Agency Agreement Page 37
POLICY # ORIGINAL EFF DATE
5087 1984-12-01
5095 1981-08-01
5106 1981-07-14
5139 1981-07-13
5140 1981-08-01
5151 1981-09-01
5160 1989-07-01
5161 1986-07-01
5167 1988-10-01
5168 1988-10-01
5180 1981-08-15
5181 1981-08-14
5183 1986-01-01
5184 1981-08-24
5187 1981-09-28
5196 1981-07-27
5230 1986-07-01
5243 1985-08-04
5255 1985-09-25
5327 1981-10-05
5330 1981-10-01
5336 1985-07-01
5378 1991-06-28
5402 1981-10-01
5415 1986-07-01
5428 1981-11-20
5467 1983-01-24
5480 1985-07-01
5492 1991-06-01
5517 1982-01-01
5522 1986-01-01
5561 1986-01-03
5569 1986-12-01
5587 1989-10-01
5597 1986-01-01
5607 1982-11-08
5631 1982-02-01
5633 1982-02-15
5644 1986-07-01
5670 1982-02-01
5679 1982-03-15
5680 1981-12-01
5710 1985-09-29
5723 1982-03-31
5737 1982-04-15
5788 1982-07-16
5804 1982-07-12
5817 1982-07-01
5823 1982-06-05
Master Agency Agreement Page 38
POLICY # ORIGINAL EFF DATE
5832 1988-05-20
5833 1982-07-07
5843 1982-06-30
5845 1982-07-10
5854 1985-02-28
5874 1982-07-15
5896 1982-06-30
5920 1982-07-15
5946 1982-07-18
5947 1982-07-18
5950 1982-07-01
5963 1982-06-30
5965 1985-03-01
6006 1982-07-19
6026 1982-08-01
6034 1984-07-08
6072 1982-12-31
6090 1982-09-13
6095 1985-12-01
6108 1982-09-22
6122 1982-08-17
6127 1986-07-31
6133 1982-09-14
6147 1984-12-22
6159 1985-07-01
6160 1985-07-31
6161 1985-07-01
6181 1986-02-16
6185 1982-10-01
6205 1986-05-10
6208 1982-11-11
6216 1983-05-01
6254 1982-12-01
6260 1982-12-01
6262 1982-12-07
6263 1982-12-07
6267 1982-11-15
6294 1986-06-30
6314 1985-03-16
6317 1983-03-01
6318 1985-10-15
6323 1985-06-30
6338 1983-01-01
6360 1986-07-01
6383 1983-03-31
6400 1989-03-01
6412 1990-09-09
6417 1983-03-21
6431 1986-01-01
Master Agency Agreement Page 39
POLICY # ORIGINAL EFF DATE
6432 1986-01-01
6435 1986-01-01
6439 1986-01-01
6440 1986-01-01
6441 1986-01-01
6442 1986-01-01
6446 1986-01-01
6447 1986-04-27
6457 1983-05-04
6458 1983-07-01
6460 1984-07-15
6464 1983-03-01
6470 1983-06-01
6472 1983-06-30
6485 1983-07-05
6493 1983-07-01
6511 1983-06-29
6512 1985-12-08
6518 1987-09-02
6529 1983-07-05
6533 1983-07-01
6534 1985-08-23
6553 1983-08-01
6555 1983-06-04
6563 1983-07-04
6569 1983-07-05
6576 1983-07-01
6587 1990-07-10
6590 1983-07-01
6604 1983-07-03
6605 1988-01-04
6606 1983-06-18
6608 1983-07-12
6609 1985-01-04
6616 1990-08-13
6623 1983-07-12
6644 1983-07-10
6647 1983-08-01
6666 1983-08-01
6679 1984-10-15
6691 1984-12-08
6692 1983-07-01
6702 1983-09-01
6712 1986-08-01
6720 1987-05-01
6725 1983-08-05
6732 1984-07-17
6751 1983-09-01
6752 1983-11-02
Master Agency Agreement Page 40
POLICY # ORIGINAL EFF DATE
6763 1985-12-27
6781 1983-08-31
6792 1984-01-31
6821 1984-01-01
6853 1986-07-01
6857 1984-07-01
6870 1989-01-01
6882 1983-11-01
6891 1983-12-29
6914 1984-02-01
6926 1984-01-01
6927 1984-01-16
6939 1984-01-25
6956 1987-03-01
6962 1984-02-09
6973 1984-02-15
6986 1985-11-12
6989 1984-03-16
6994 1984-07-01
6998 1987-03-30
6999 1984-03-21
7001 1984-04-02
7006 1984-04-01
7010 1984-03-27
7019 1986-08-03
7024 1984-05-20
7031 1984-03-15
7055 1984-05-23
7056 1984-04-24
7060 1984-04-30
7066 1984-05-02
7080 1984-06-30
7085 1984-07-01
7092 1984-07-01
7097 1984-07-01
7108 1984-06-30
7122 1984-07-01
7126 1984-07-11
7127 1984-07-01
7131 1984-05-31
7133 1984-05-31
7149 1984-05-31
7150 1986-04-30
7152 1984-07-01
7153 1984-06-18
7162 1985-04-20
7164 1985-04-20
7170 1984-07-14
7180 1984-07-16
Master Agency Agreement Page 41
POLICY # ORIGINAL EFF DATE
7199 1984-07-01
7242 1984-07-01
7243 1984-07-01
7244 1984-07-05
7257 1984-07-01
7278 1984-07-02
7284 1990-08-06
7292 1984-07-14
7305 1984-07-02
7324 1984-07-16
7327 1984-08-01
7331 1984-07-01
7334 1984-07-16
7348 1984-08-25
7361 1984-08-01
7364 1984-07-09
7375 1984-09-01
7377 1984-08-01
7385 1984-08-01
7398 1984-08-20
7403 1984-09-01
7410 1990-02-19
7453 1984-08-21
7456 1984-08-15
7463 1984-09-15
7465 1984-08-01
7470 1984-07-09
7477 1985-03-31
7481 1984-08-21
7492 1984-10-01
7497 1984-09-30
7506 1984-10-01
7522 1984-09-21
7526 1984-10-16
7529 1985-07-01
7537 1984-10-15
7541 1984-11-21
7546 1984-10-10
7570 1985-07-01
7574 1984-12-01
7576 1984-11-02
7587 1984-12-18
7608 1985-02-01
7613 1985-07-01
7624 1990-01-02
7630 1985-01-25
7635 1985-01-09
7642 1985-01-01
7680 1985-09-01
Master Agency Agreement Page 42
POLICY # ORIGINAL EFF DATE
7691 1985-02-01
7699 1985-03-01
7700 1985-03-01
7709 1986-04-18
7746 1985-03-31
7804 1985-07-01
7805 1985-07-01
7816 1989-07-01
7844 1986-06-12
7845 1985-07-01
7847 1985-07-01
7863 1985-04-01
7868 1985-05-30
7877 1985-07-15
7890 1985-07-01
7901 1985-07-01
7909 1985-07-29
7916 1985-07-01
7921 1985-07-01
7932 1985-07-01
7938 1985-07-01
7943 1985-06-12
7949 1985-07-07
7952 1985-07-01
7958 1985-08-05
7960 1985-07-01
7963 1985-06-18
7970 1985-07-01
7973 1985-07-01
7985 1985-07-01
7991 1985-07-01
7996 1985-06-01
8007 1985-06-03
8008 1985-06-03
8016 1985-07-31
8017 1985-07-01
8027 1985-07-01
8028 1985-07-01
8029 1985-07-01
8032 1985-07-01
8033 1985-07-01
8034 1985-07-31
8059 1985-08-12
8065 1985-07-15
8070 1985-07-15
8071 1985-07-10
8077 1985-07-01
8091 1985-09-01
8092 1985-07-21
Master Agency Agreement Page 43
POLICY # ORIGINAL EFF DATE
8093 1985-08-01
8101 1985-07-28
8116 1985-07-29
8128 1985-07-29
8153 1986-11-15
8162 1985-09-01
8177 1985-07-01
8179 1985-07-25
8182 1985-07-26
8189 1985-08-19
8200 1985-07-01
8211 1985-09-03
8243 1986-11-15
8248 1985-07-14
8286 1985-07-01
8294 1985-10-25
8296 1990-09-05
8298 1985-11-01
8319 1986-03-10
8351 1985-10-04
8354 1985-09-27
8355 1985-09-01
8367 1985-12-20
8368 1985-12-20
8394 1985-10-15
8396 1989-12-01
8397 1985-11-06
8412 1985-11-01
8419 1985-12-01
8429 1986-01-13
8430 1988-10-01
8445 1986-01-15
8448 1985-11-06
8461 1985-09-01
8464 1985-09-20
8470 1985-08-31
8502 1986-01-01
8507 1985-11-02
8530 1985-12-11
8551 1986-01-13
8569 1986-01-16
8576 1986-01-03
8577 1986-01-09
8583 1986-01-30
8584 1986-02-12
8585 1986-01-01
8593 1986-01-28
8630 1986-02-01
8631 1986-01-27
Master Agency Agreement Page 44
POLICY # ORIGINAL EFF DATE
8645 1986-02-01
8658 1989-08-01
8695 1986-03-16
8700 1986-03-07
8705 1986-04-01
8715 1987-01-01
8739 1986-05-15
8740 1988-09-16
8757 1986-05-20
8766 1986-04-07
8769 1986-04-01
8770 1986-04-01
8789 1986-04-12
8792 1986-06-30
8798 1986-06-15
8807 1986-03-26
8822 1986-07-01
8831 1986-06-25
8832 1986-06-25
8835 1986-06-01
8837 1986-07-17
8839 1986-07-01
8844 1986-07-14
8848 1986-04-01
8855 1986-07-01
8876 1986-06-01
8905 1986-05-01
8915 1986-07-15
8922 1986-05-15
8924 1986-07-31
8929 1988-09-01
8931 1986-05-15
8946 1986-07-01
8973 1986-08-01
8977 1986-07-01
8983 1986-07-01
8988 1986-07-01
8992 1986-05-15
8995 1986-03-01
9003 1986-07-01
9011 1986-07-01
9014 1990-05-20
9015 1986-07-01
9021 1986-06-30
9032 1986-07-01
9033 1986-05-16
9036 1986-07-07
9051 1986-07-01
9053 1986-07-01
Master Agency Agreement Page 45
POLICY # ORIGINAL EFF DATE
9054 1986-07-01
9059 1986-07-01
9065 1987-07-01
9067 1987-07-01
9068 1986-07-01
9079 1986-07-02
9095 1986-06-15
9098 1986-06-24
9105 1986-07-01
9106 1986-07-01
9110 1986-07-01
9111 1986-12-27
9118 1986-06-10
9135 1986-07-01
9136 1986-07-01
9139 1986-07-01
9144 1986-08-01
9155 1986-06-12
9163 1986-07-07
9169 1986-06-24
9170 1986-07-01
9175 1986-07-10
9178 1986-07-28
9183 1986-07-15
9192 1986-07-01
9212 1986-07-01
9222 1986-05-19
9231 1986-07-01
9237 1986-07-01
9238 1986-08-01
9239 1986-07-01
9252 1988-04-11
9256 1986-07-15
9261 1986-07-01
9274 1986-07-01
9276 1988-05-01
9283 1986-08-11
9284 1986-07-14
9289 1986-07-01
9290 1986-07-01
9305 1986-07-01
9309 1986-08-01
9314 1986-08-01
9317 1986-06-30
9330 1986-08-01
9354 1986-09-18
9365 1986-08-17
9384 1986-08-04
9397 1986-09-24
Master Agency Agreement Page 46
POLICY # ORIGINAL EFF DATE
9412 1986-07-01
9413 1986-07-01
9414 1986-08-20
9419 1986-08-18
9431 1986-09-15
9432 1988-07-01
9435 1986-09-14
9437 1986-09-21
9442 1986-09-18
9444 1990-03-22
9454 1986-09-01
9465 1986-09-06
9468 1986-09-15
9482 1986-10-01
9483 1986-10-23
9490 1986-10-16
9504 1986-10-04
9544 1986-11-01
9549 1986-12-31
9556 1986-10-10
9558 1986-11-01
9572 1986-10-01
9604 1986-11-10
9620 1987-01-01
9629 1986-11-01
9629 1986-11-01
9631 1986-10-26
9645 1986-11-15
9649 1987-01-08
9650 1986-11-13
9655 1986-11-24
9657 1986-12-31
9662 1987-12-28
9663 1986-05-22
9668 1987-01-01
9669 1987-01-01
9670 1987-01-01
9676 1986-11-01
9687 1987-01-01
9688 1987-01-01
9728 1987-02-01
9736 1987-02-09
9740 1987-03-01
9751 1987-03-09
9755 1987-03-01
9757 1987-03-01
9771 1987-04-01
9772 1987-04-01
9773 1987-04-01
Master Agency Agreement Page 47
POLICY # ORIGINAL EFF DATE
9784 1987-05-01
9788 1987-05-01
9797 1987-04-01
9812 1987-06-01
9815 1987-07-01
9817 1987-07-01
9840 1988-02-19
9846 1987-03-01
9850 1987-03-21
9869 1987-06-29
9870 1987-07-01
9873 1990-10-05
9875 1987-07-29
9889 1987-05-01
9908 1987-07-01
9909 1987-07-01
9927 1987-07-01
9929 1987-07-01
9931 1987-08-21
9940 1987-07-01
9943 1987-06-30
9977 1987-07-20
9989 1987-07-13
9991 1987-07-15
9995 1987-07-06
10010 1987-08-01
10049 1987-07-26
10060 1987-07-15
10072 1987-07-01
10073 1987-10-01
10075 1987-07-14
10077 1987-07-06
10081 1987-07-01
10085 1987-08-01
10090 1987-08-10
10106 1987-08-17
10112 1987-07-15
10116 1987-08-17
10119 1987-08-10
10125 1987-09-01
10127 1987-09-01
10128 1988-06-20
10129 1987-07-27
10130 1987-09-01
10131 1987-07-06
10132 1987-07-06
10135 1987-08-03
10158 1987-09-21
10182 1987-10-07
Master Agency Agreement Page 48
POLICY # ORIGINAL EFF DATE
10183 1987-10-05
10195 1987-11-01
10201 1987-11-19
10207 1987-11-01
10210 1987-11-15
10214 1988-10-03
10219 1987-12-14
10234 1987-11-25
10246 1988-01-01
10262 1987-12-01
10264 1988-01-01
10267 1989-09-05
10268 1988-01-18
10275 1988-01-25
10323 1988-07-01
10326 1988-07-05
10327 1988-06-27
10357 1988-07-08
10360 1988-07-01
10362 1988-07-15
10366 1988-07-01
10386 1988-07-01
10388 1988-07-01
10389 1988-07-01
10398 1988-07-06
10398 1988-07-06
10400 1988-07-01
10409 1990-09-12
10419 1988-08-01
10421 1988-08-01
10434 1988-07-11
10436 1988-06-20
10437 1988-07-01
10454 1988-08-04
10455 1988-07-01
10457 1988-07-01
10465 1988-07-25
10466 1988-07-01
10476 1988-07-11
10477 1989-07-31
10508 1988-07-01
10513 1988-09-01
10521 1988-07-15
10553 1988-08-01
10562 1988-08-08
10563 1988-09-19
10569 1988-08-01
10570 1988-08-08
10593 1988-09-01
Master Agency Agreement Page 49
POLICY # ORIGINAL EFF DATE
10614 1988-11-23
10636 1988-09-01
10638 1989-02-01
10639 1988-11-09
10676 1988-12-01
10750 1989-07-01
10781 1989-02-27
10784 1989-04-03
10792 1989-08-01
10803 1989-07-18
10808 1989-07-01
10818 1989-07-01
10819 1989-07-10
10827 1989-05-01
10836 1989-08-01
10838 1989-05-10
10842 1989-05-18
10850 1989-07-10
10856 1989-05-30
10857 1989-05-30
10872 1989-07-01
10882 1989-07-01
10888 1990-08-16
10890 1989-06-01
10896 1989-07-01
10903 1989-07-01
10910 1989-06-14
10911 1989-06-23
10911 1989-06-23
10914 1989-08-16
10919 1989-07-01
10930 1989-08-01
10965 1989-08-01
11006 1989-07-01
11012 1989-07-01
11019 1989-07-31
11023 1989-07-17
11029 1989-06-29
11038 1989-08-07
11039 1989-07-01
11044 1990-01-12
11086 1989-07-31
11107 1989-09-12
11120 1989-09-05
11135 1989-10-01
11137 1989-09-01
11140 1989-09-01
11154 1989-05-01
11165 1989-10-04
Master Agency Agreement Page 50
POLICY # ORIGINAL EFF DATE
11170 1989-12-01
11171 1989-09-12
11178 1989-12-15
11182 1989-12-01
11192 1989-10-02
11199 1990-01-01
11204 1989-12-10
11212 1990-01-29
11213 1990-01-01
11223 1990-01-01
11224 1990-01-08
11227 1990-01-01
11228 1990-01-01
11229 1990-01-01
11230 1990-01-01
11237 1989-09-05
11285 1990-07-20
11292 1990-03-01
11302 1990-03-01
11305 1990-04-01
11308 1990-03-05
11335 1990-03-01
11356 1990-05-07
11361 1990-07-01
11364 1990-07-01
11365 1990-11-01
11368 1990-06-01
11371 1990-07-01
11373 1990-07-01
11374 1990-07-01
11375 1990-03-01
11381 1990-07-01
11382 1990-07-01
11387 1990-07-01
11390 1990-07-16
11393 1990-07-01
11406 1990-08-01
11417 1990-07-16
11421 1990-07-01
11429 1990-08-13
11430 1990-07-02
11438 1990-07-02
11442 1990-06-16
11455 1991-04-01
11464 1990-08-01
11471 1990-07-15
11487 1990-07-16
11502 1990-07-15
11508 1990-07-16
Master Agency Agreement Page 51
POLICY # ORIGINAL EFF DATE
11521 1990-07-24
11523 1990-07-16
11533 1990-07-30
11535 1990-12-14
11538 1990-07-10
11554 1990-08-01
11555 1990-09-01
11585 1990-08-20
11586 1990-09-01
11596 1990-08-01
11616 1990-09-01
11630 1990-09-01
11643 1990-09-01
11655 1990-08-30
11656 1990-08-06
11699 1990-10-22
11739 1991-03-11
11759 1991-01-07
11763 1991-02-14
11772 1991-03-04
11773 1991-03-15
11780 1991-02-19
11782 1991-02-23
11782 1991-02-23
11795 1991-03-08
11797 1991-04-01
11799 1991-04-01
11801 1991-04-01
11803 1991-04-01
11808 1991-03-01
11811 1991-04-15
11812 1991-04-09
11821 1991-05-16
11831 1991-05-06
11832 1991-05-01
11847 1991-05-01
11849 1991-05-01
11851 1991-05-01
11853 1991-05-02
11857 1991-03-01
11880 1991-05-28
12052 1991-06-27
12056 1991-06-14
12160 1991-06-01
700001 1991-01-25
700005 1991-05-01
700433 1990-04-15
700707 1990-03-01
700894 1990-05-15
Master Agency Agreement Page 52
POLICY # ORIGINAL EFF DATE
701121 1990-05-01
701381 1989-09-01
701902 1990-03-01
900829 1982-04-06
901728 1985-11-01
901924 1989-07-01
Master Agency Agreement Page 53
EXHIBIT C
JURISDICTIONS IN WHICH AMERICAN PHYSICIANS ASSURANCE CORPORATION
IS CONDUCTING BUSINESS
Illinois
Iowa
Kentucky
Michigan
Minnesota
Nevada
New Mexico
Ohio
Tennessee
Virginia
West Virginia
Wisconsin