NOVATION AND ASSUMPTION AGREEMENT by and among ACE American Insurance Company, acting for itself and its affiliates including, without limitation, Pacific Employers Insurance Company; ACE INA Insurance Company; ACE Insurance Company; Insurance Company...

Exhibit 10.7

GROUP II AGREEMENT- EXECUTION VERSION

NOVATION AND ASSUMPTION AGREEMENT

by and among

ACE American Insurance Company, acting for itself and its affiliates including, without

limitation, Pacific Employers Insurance Company;

ACE INA Insurance Company;

ACE Insurance Company;

Insurance Company of North America

and

Creole Insurance Company, Ltd., a Bermuda company,

and

Boudin Insurance Company, Ltd., a Bermuda company

RECITALS

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of May 18, 2010 (the “Effective Date”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Creole Insurance Company, Ltd., a Bermuda company (“Creole”), and Boudin Insurance Company, Ltd., a Bermuda company (“Boudin”).

WHEREAS, the Company and/or the ACE Affiliates have entered into the Existing Reinsurance Agreements with Creole and Boudin; and

WHEREAS, pursuant to the Existing Reinsurance Agreements, Creole and Boudin are obligated, among other things, to reinsure the Company and/or the ACE Affiliates with regard to certain Existing Policies; and

WHEREAS, Creole, prior to the Separation, is a wholly owned Subsidiary of MII; and

WHEREAS, MII intends to spin-off the B&W Entities (including Creole) from MII in connection with a dividend of common stock of B&W to the shareholders of MII (the “Separation”); and

WHEREAS, in connection with the Separation, the Parties wish to provide that Boudin be the reinsurer with respect to cessions arising from the operations, business, or property of MII and that Creole be the reinsurer with respect to cessions arising from the operations, business, or property of B&W, in each case whether such obligations were existing, accruing or arising before, on or after the Effective Date; and

WHEREAS, the Company, on its own behalf and on behalf of the ACE Affiliates, is willing to consent to the transfer, assumption, and novation of the matters as set forth herein, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ACE Affiliate” means each Affiliate of ACE that has issued an Existing Policy, including Pacific Employers Insurance Company, ACE INA Insurance Company, ACE Insurance Company and Insurance Company of North America.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“ALAA” means the Assumption and Loss Allocation Agreement, dated as of the date hereof, among the Company, B&W, MII and certain other MII Entities and B&W Entities signatory thereto.

“Assumption Time” means midnight (New York time) on the Effective Date.

“B&W” means Xxxxxxx & Xxxxxx Holdings, Inc., a Delaware corporation, to be succeeded by The Xxxxxxx & Xxxxxx Company, a Delaware corporation, after the effective time of the merger, to occur after the date hereof, of Xxxxxxx & Xxxxxx Holdings, Inc., with and into The Xxxxxxx & Xxxxxx Company, the surviving entity of such merger.

“B&W Entity” means B&W and each of the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the B&W Entities will not be Subsidiaries or Affiliates of MII or any of the other MII Entities.

“Boudin Assumption and Novation” has the meaning set forth in Section 2(a).

“Boudin LOC” has the meaning set forth in Section 3(a).

“Company” has the meaning set forth in the recitals to this Agreement.

“Company B&W Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a B&W Entity.

“Company MII Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of an MII Entity.

“Creole Assumption and Novation” has the meaning set forth in Section 2(c).

“Creole LOC” has the meaning set forth in Section 3(b).

“Effective Date” has the meaning set forth in the recitals to this Agreement.

“ESIS” means ESIS, Inc., an Affiliate of the Company.

“Existing Collateral” means any and all letters of credit or trust agreements outstanding as of the date hereof provided by or required to be provided by Creole or Boudin under the terms of any Existing Reinsurance Agreement in order to secure obligations arising thereunder.

“Existing Policy” means each policy of general liability insurance, automobile liability insurance, or workers compensation insurance issued prior to the date hereof by the Company or an ACE Affiliate to one or more B&W Entities and/or one or more MII Entities that is subject to an Existing Reinsurance Agreement.

“Existing Reinsurance Agreement” means each reinsurance agreement (whether denominated a treaty, a reinsurance policy, a reinsurance agreement, a facultative certificate, or otherwise) in which (a) Creole or Boudin is the reinsurer, (b) one or more of the Company and/or ACE Affiliates is or are the reinsureds, and (c) the ceded risk includes risk under any Existing Policy. “Existing Reinsurance Agreements” shall not mean or include any Existing Security Agreements (as defined below). Exhibit II attached hereto and made a part hereof reflects the Parties’ best efforts to list all Existing Reinsurance Agreements, but the definitions in this Agreement shall control in the event of any errors or omissions on such Exhibit.

“Existing Security Agreements” shall mean and include any trust agreement, collateral agreement, pledge and security agreement or other similar contract between the Company or an ACE Affiliate and Boudin or between the Company or an ACE Affiliate and Creole, which was entered into in connection with or pursuant to any Existing Reinsurance Agreement (as defined above), and which are embodied in separately-executed written instruments.

“Go-Forward Boudin Obligations” means the obligations of Boudin under (a) the Transferable Boudin Reinsurance Agreements, (b) the Novated-to-Boudin Reinsurance Agreements and (c) the Wholly Retained Boudin Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.

“Go-Forward Creole Obligations” means the obligations of Creole under (a) the Transferable Creole Reinsurance Agreements, (b) the Novated-to-Creole Reinsurance Agreements and (c) the Wholly Retained Creole Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.

“Insured,” as a noun in reference to one or more insurance policies, means any Person who is insured by such policy or policies, regardless of whether such Person is designated an “Insured” or a “Named Insured” in such policy or is otherwise expressly identified therein.

“Master Separation Agreement” means a Master Separation Agreement to be entered into between MII and The Xxxxxxx & Xxxxxx Company in connection with the Separation.

“MII” means XxXxxxxxx International, Inc., a Panamanian corporation.

“MII Entity” means MII and each of the entities listed on Exhibit III attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the MII Entities will not be Subsidiaries or Affiliates of B&W or any of the other B&W Entities.

“Novated Reinsurance Agreement” means a Novated-to-Boudin Reinsurance Agreement or a Novated-to-Creole Reinsurance Agreement.

“Novated-to-Boudin Reinsurance Agreement” means, as to any Transferable Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, the aggregate of (a) all rights, duties, and obligations of Boudin to and in respect of the Company under such Transferable Creole Reinsurance Agreement as and to the extent novated to Boudin, and (b) all rights, duties, and obligations of the Company to and in respect of Boudin under such Transferable Creole Reinsurance Agreement as and to the extent novated to Boudin.

“Novated-to-Creole Reinsurance Agreement” means, as to any Transferable Boudin Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, the aggregate of (a) all rights, duties, and obligations of Creole to and in respect of the Company under such Transferable Boudin Reinsurance Agreement as and to the extent novated to Creole, and (b) all rights, duties, and obligations of the Company to and in respect of Creole under such Transferable Boudin Reinsurance Agreement as and to the extent novated to Creole.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“Parties” means the Company, Creole and Boudin, collectively (and each individually is a “Party”).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Separation” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Substituted Collateral” means the MII LOC and the B&W LOC.

“Transferable Boudin Reinsurance Agreements” means those Existing Reinsurance Agreements in which Boudin is the reinsurer and that reinsure, in whole or in part and whether or not including other obligations, Company B&W Obligations.

“Transferable Creole Reinsurance Agreements” means those Existing Reinsurance Agreements in which Creole is the reinsurer and that reinsures, in whole or in part and whether or not including other obligations, Company MII Obligations.

“Wholly Retained Boudin Reinsurance Agreement” means an Existing Reinsurance Agreement in which Boudin is the reinsurer and that is not a Transferable Boudin Reinsurance Agreement.

“Wholly Retained Creole Reinsurance Agreement” means an Existing Reinsurance Agreement in which Creole is the reinsurer and that is not a Transferable Creole Reinsurance Agreement.

2. Assumption and Novation.

(a) Boudin Assumption and Novation. Notwithstanding anything in any Transferable Creole Reinsurance Agreement to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Boudin hereby assumes by novation, so much of each Transferable Creole Reinsurance Agreement as reinsures any Company MII Obligation. In connection with such transfer, assignment, and novation:

(i) Boudin hereby agrees to observe, pay, perform, satisfy, fulfill and discharge, to the extent and in the manner required under the applicable Transferable Creole Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Transferable Creole Reinsurance Agreement with respect to the Company MII Obligations insofar as transferred above (the “Boudin Assumption and Novation”); and

(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the Boudin Assumption and Novation. From and after the Assumption Time, Boudin and not Creole shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and obligations subject to the Boudin Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable:

may enforce against Boudin its rights with respect to the Company MII Obligations under the Transferable Creole Reinsurance Agreements to the same extent such Person could, prior to the Boudin Assumption and Novation, enforce such rights against Creole, and

shall perform for the benefit of Boudin any obligation with respect to the Company MII Obligations under the Transferable Creole Reinsurance Agreements to the same extent such Person was obligated, prior to the Boudin Assumption and Novation, to perform such obligations for the benefit of Creole, and

releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Creole Reinsurance Agreements with respect to any Company MII Obligation.

(b) No Transfer or Novation of Creole Obligations arising from B&W Operations. The Wholly Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Boudin Assumption

and Novation. The Transferable Creole Reinsurance Agreements are novated to Boudin as set forth above only to the extent that they reinsure Company MII Obligations. To the extent that the Transferable Creole Reinsurance Agreements reinsure Company B&W Obligations, the Parties acknowledge that Creole and not Boudin shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the reinsurer under the Transferable Creole Reinsurance Agreements.

(c) Creole Assumption and Novation. Notwithstanding anything in any Transferable Boudin Reinsurance Agreement to the contrary, and effective as of the Assumption Time, Boudin hereby transfers and assigns, and Creole hereby assumes by novation so much of each Transferable Boudin Reinsurance Agreement as reinsures any Company B&W Obligation. In connection with such transfer and assignment,

(i) Creole hereby agrees to observe, pay, perform, satisfy, fulfill and discharge, to the extent and in the manner required under the applicable Transferable Boudin Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Boudin under the Transferable Boudin Reinsurance Agreements with respect to the Company B&W Obligations insofar as transferred above (the “Creole Assumption and Novation”); and

(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the Creole Assumption and Novation. From and after the Assumption Time, Creole and not Boudin shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and obligations subject to the Creole Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable:

may enforce against Creole its rights under the Transferable Boudin Reinsurance Agreements to the same extent such Person could, prior to the Creole Assumption and Novation, enforce such rights against Boudin, and

shall perform for the benefit of Creole any obligation under the Transferable Boudin Reinsurance Agreements to the same extent such Person was obligated, prior to the Creole Assumption and Novation, to perform such obligations for the benefit of Boudin, and

releases Boudin from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Boudin Reinsurance Agreements with respect to any Company B&W Obligation.

(d) No Transfer or Novation of Boudin Obligations arising from MII Operations. The Wholly Retained Boudin Reinsurance Agreements are not novated or otherwise affected by the Creole Assumption and Novation. The Transferable Boudin Reinsurance Agreements are novated to Creole as set forth above only to the extent that they reinsure Company B&W Obligations. To the extent that the Transferable Boudin Reinsurance Agreements reinsure Company MII Obligations, the Parties acknowledge that Boudin and not Creole shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the reinsurer under the Transferable Boudin Reinsurance Agreements.

(e) No Effect on Aggregate Limits of Liability. For the avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Boudin, taken together, under the Existing Reinsurance Agreements (or any of them) is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Reinsurance Agreement (or Transferable Boudin Reinsurance Agreement) contains an aggregate limit of liability, that aggregate limit of liability shall, after the Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Novated Reinsurance Agreement and (ii) the portions of the Transferable Creole Reinsurance Agreement (or Transferable Boudin Reinsurance Agreement) that are retained pursuant to Section 2(b) (or Section 2(d)) above. Neither Creole or Boudin shall have any further liability under a Novated Reinsurance Agreement upon actual exhaustion by payment of the single, joint aggregate limit of liability thereunder; provided, however, that each of Creole and Boudin agree that

the Company may determine the order in which any such single, joint aggregate limit of liability may be payable by each of them under such Novated Reinsurance Agreement, and provided further that (x) neither Creole or Boudin may refuse to pay any amount due to the Company on the basis of any claim or contention that in determining the order in which such limits are to be paid thereunder, the Company has not acted in good faith or has acted improperly, and (y) neither Creole nor Boudin may assert any such claim or contention as a defense to liability or payment or otherwise.

3. Collateral.

(a) Boudin LOC.

(i) Boudin (including for purposes of this Section 3, and if MII and Boudin so elect, MII on Boudin’s behalf) will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Boudin LOC”) in an amount of $696.00 (which amount shall be less than the aggregate amount of the Existing Collateral), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Boudin LOC shall secure the Go-Forward Boudin Obligations.

(ii) The Boudin LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Boudin LOC’s anniversary date. If the Company permits Boudin to provide collateral in a form other than the Boudin LOC, Boudin shall provide such collateral in an amount and form acceptable to the Company.

(iii) Boudin shall continue to provide the Boudin LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Boudin Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Boudin LOC, the Company shall have the right to require Boudin to replace the Boudin LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(iv) The Company shall have the right to draw against the Boudin LOC and/or other collateral solely (a) in accordance with the terms of the applicable Wholly Retained Boudin Reinsurance Agreement or Novated-to-Boudin Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Boudin Obligations and the amount of collateral security required pursuant to this Agreement. At such time, MII will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of MII. MII will provide any needed increases in the amount of the Boudin LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Boudin LOC. The Company will effect any decreases in the amount of the Boudin LOC (and/or other collateral) promptly, provided that Boudin is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and MII is not in breach of any of its obligations to the Company under the ALAA.

(b) Creole LOC.

(i) Creole (including for purposes of this Section 3, and if B&W and Creole so elect, B&W on Creole’s behalf) will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Creole LOC”) in an amount of $4,171,230.00 (which amount shall be less than the aggregate amount of the Existing Collateral), issued in a form and

by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Creole LOC shall secure the Go-Forward Creole Obligations.

(ii) The Creole LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Creole LOC’s anniversary date. If the Company permits Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company.

(iii) Creole shall continue to provide the Creole LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Creole Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Creole LOC, the Company shall have the right to require Creole to replace the Creole LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(iv) The Company shall have the right to draw against the Creole LOC and/or other collateral solely (a) in accordance with the terms of the applicable Wholly Retained Creole Reinsurance Agreement or Novated-to-Creole Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Creole Obligations and the amount of collateral security required pursuant to this Agreement. At such time, B&W will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of B&W. B&W will provide any needed increases in the amount of the Creole LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Creole LOC. The Company will effect any decreases in the amount of the Creole LOC (and/or other collateral) promptly, provided that Creole is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and B&W is not in breach of any of its obligations to the Company under the ALAA.

(c) Existing Security Agreements; Substituted Collateral. Notwithstanding anything in any Existing Reinsurance Agreement or any Existing Security Agreement to the contrary, the Company shall release the Existing Collateral (including, without limitation, providing the necessary directions to issuing banks of letters of credit, trustees of reinsurance trusts, and/or similar third parties) upon receipt of the Substituted Collateral as set forth in Section 3(a)(i) and 3(b)(i), and the Parties shall take all actions and execute any documents necessary to terminate the Existing Security Agreements.

(d) Adjustments of Funds Withheld. To the extent that the Company has retained funds of Creole or Boudin as funds withheld under any Existing Reinsurance Agreement (including, without limitation, by allocating reinsurance premium or other funds of the reinsurers to claim payment funds held by ESIS), such funds shall continue to be maintained following the transactions contemplated by this Agreement. If the Company desires to effect a one-time reallocation of such funds withheld as between Creole and Boudin as a result of the transactions contemplated by this Agreement, it shall provide notice of such reallocation as promptly as possible after the Assumption Time, but in any event on or prior to October 1, 2010, and Creole and Boudin shall accept the Company’s determination of the amount of such reallocation.

4. Existing Collateral. The Substituted Collateral required to be provided by Creole and Boudin hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Reinsurance Agreements to the same extent that such terms and conditions applied to the Existing Collateral thereunder.

5. Allocation.

(a) Company Designations. The Company’s determination as to whether an obligation is a Go-Forward Boudin Obligation or a Go-Forward Creole Obligation (a “Company Designation”) shall be binding on Creole and Boudin, and they shall not delay, or make any deduction with respect to, their payment or other response to such obligation on account of any disagreement with such determination, provided, however, that such payment or other response shall not be construed as prejudicial to either Party in any dispute between Creole and Boudin with respect to any such Company Designation.

(b) Disputes. Any dispute or disagreement between Creole and Boudin with respect to the correctness of a Company Designation shall be resolved pursuant to Article V of the Master Separation Agreement by MII on behalf of Boudin and B&W on behalf of Creole; provided, that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any reasonable costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will MII or B&W or Creole or Boudin, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, and (iv) the Company shall comply with the allocation or other resolution of such dispute.

6. Billing. On and after the Effective Date, the Company will (in each case in accordance with the billing procedures set forth in the applicable Existing Reinsurance Agreement)

(a) xxxx Creole directly for such of the Go-Forward Creole Obligations as are then due and payable, and provide Creole with appropriate reports and accounting with respect to such obligations; and

(b) xxxx Xxxxxx directly for such of the Go-Forward Boudin Obligations as are then due and payable, and provide Boudin with appropriate reports and accounting with respect to such obligations.

7. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

9. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

10. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile shall be deemed to be their original signatures for all purposes.

11. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

12. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

13. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:


If to the Company	ACE American Insurance Company 000 X. Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000
	Attention:	Underwriting Manager ACE Risk Management

	Telephone:	(000) 000.0000
	Facsimile:	(000) 000.0000

If to Boudin:	Boudin Insurance Company, Ltd., c/o McDermott International, Inc. 000 X. Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000
	Attention:	VP and Chief Risk Officer (with copy to General Counsel)

	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxxxx@xxxxxxxxx.xxx

	with a copy to:
	Boudin Insurance Company, Ltd. Cedar Xxxxx 00 Xxxxx Xxxxxx X.X. Xxx XX 0000 Xxxxxxxx XX XX Xxxxxxx Xxxxxxx Fax (000) 000-0000
	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxx@xxxxxxxxx.xxx


If to any MII Entity:	XxXxxxxxx International, Inc. 000 X. Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000
	Attention:	VP and Chief Risk Officer (with copy to General Counsel)

	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxxxx@xxxxxxxxx.xxx

If to Creole:	Creole Insurance Company, Ltd.

	Prior to the Separation:

	Creole Insurance Company, Ltd., c/o Babcock & Xxxxxx Holdings, Inc. 000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
	Attention:	Director, Risk Management (with copy to General Counsel)
	Telephone:	000-000-0000

	with a copy to:
	XxXxxxxxx International, Inc. 000 X. Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000
	Attention:	Director, Risk Management (with copy to General Counsel)

	with an additional copy to:
	Creole Insurance Company, Ltd. Cedar Xxxxx 00 Xxxxx Xxxxxx X.X. Xxx XX 0000 Xxxxxxxx XX XX Xxxxxxx Xxxxxxx Fax (000) 000-0000
	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxx@xxxxxxxxx.xxx

	On and After the Separation:

	The Xxxxxxx & Xxxxxx Company The Xxxxxx Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina
	Attention:	Director, Risk Management (with copy to General Counsel)

	with a copy to:
	Creole Insurance Company, Ltd. Cedar Xxxxx 00 Xxxxx Xxxxxx X.X. Xxx XX 0000 Xxxxxxxx XX XX Xxxxxxx Xxxxxxx Fax (000) 000-0000
	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxx@xxxxxxxxx.xxx


If to any B&W Entity:	Prior to the Separation:

	Xxxxxxx & Xxxxxx Holdings, Inc. (f/k/a The Xxxxxxx & Xxxxxx Company) 000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
	Attention:	Director, Risk Management (with copy to General Counsel)
	Telephone:	000-000-0000

	with a copy to:
	XxXxxxxxx International, Inc. 000 X. Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000
	Attention:	Director, Risk Management (with copy to General Counsel)

	Telephone:	000-000-0000
	Telecopier:	000-000-0000
	Electronic Mail:	xxxxxx@xxxxxxxxx.xxx

	On and After the Separation:

	The Xxxxxxx & Xxxxxx Company The Xxxxxx Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina
	Attention:	Director, Risk Management (with copy to General Counsel)

Any notice or communication to any Person shall be deemed to be received by that Person:

(A) upon personal delivery; or

(B) upon receipt if sent by mail or courier.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.

15. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA.

16. Dispute Resolution.

(a) For dispute resolution purposes as between Creole and Boudin, and all disputes between Creole and Boudin arising out of this Agreement, including without limitation as to whether a given obligation is a Go-Forward Creole Obligation or a Go-Forward Boudin Obligation, shall be resolved in accordance with the procedures set forth in the Master Separation Agreement (provided, however, that until the Master Separation Agreement is executed and delivered by all parties thereto, the reference to such agreement in this Section 16(a) shall be deemed to refer to the draft thereof dated as of April 28, 2010).

(b) As between the Company on the one hand and Creole and/or Boudin, on the other hand, all disputes arising hereunder shall be resolved in accordance with the arbitration provisions of the most recent Existing Reinsurance Agreement. In any such arbitration, the entity named in the applicable Company Designation shall be the party formally opposed to the Company, but the other of Boudin or Creole shall have right to associate effectively in the defense and/or prosecution of such arbitration.

17. Severability. If any term or other provision of this Agreement or the Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

18. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this Agreement, by their duly authorized representatives.


ACE AMERICAN INSURANCE COMPANY

By:	/S/ XXXXX XXXX
Printed Name:		Xxxxx Xxxx
Title:		Vice President


CREOLE INSURANCE COMPANY, LTD.

By:		/S/ XXXXXXXX X. XXXX
		Xxxxxxxx X. Xxxx
		Assistant Secretary

BOUDIN INSURANCE COMPANY, LTD.

By:		/S/ XXXXX X. XXXXXXXX
		Xxxxx X. Xxxxxxxx
		Assistant Secretary

Consented to for Purposes of Section 3:


XXXXXXXXX INTERNATIONAL INC.

By:		/S/ XXXXX X. XXXXXXXX
Name:		Xxxxx X. Xxxxxxxx
Title:		Senior Vice President

XXXXXXX & XXXXXX HOLDINGS, INC.

By:		/S/ XXXXXXX X. XXXX
Name:		Xxxxxxx X. Xxxx
Title:		Senior Vice President

EXHIBIT I – B&W ENTITIES

See Schedule 1.1(a) and Schedule 1.1(c) attached hereto. No B&W Entity listed on Schedule

1.1(a) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured

under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being

listed on such Schedule 1.1(a).


Schedule 1.1(a) B&W FORMER

Reference ID		Name
333		Ahahsain Xxxxxx Heat Transfer Co. Ltd.
398		Advanced Refractory Technologies, Inc.
		A.M. Xxxxxxx & Co., Limited
		Amcermet Corporation
924		ASEA Babcock
235		Ash Acquisition Company
326		B & W Clarion, Inc.
574		B&W Ebensburg Pa., Inc.
460		B&W Energy Investments, Inc.
383		B&W Fort Worth Power, Inc.
950		B&W Fuel Company
535		B&W Fuel, Inc.
922		B&W Mexicana, S.A. de C.V.
9991		B&W North Branch G.P., Inc.
9990		B&W North Branch L.P., Inc.
537		B&W Nuclear Service Company
960		B&W Nuclear Service Company
536		B&W Nuclear, Inc.
586		B&W Saba, Inc.
591		B&W Service Company
579		B&W SOFC G.P., Inc.
578		B&W SOFC L.P., Inc.
381		B&W Special Projects, Inc.
569		B&W Triso Corporation
		B&W Tubular Products Limited
573		B&W/XXX Xxxxxx Spring, Inc.
212		Xxxxxxx & Xxxxxx Asia Investment Co., Inc.
115		Xxxxxxx & Xxxxxx Asia Limited
533		Xxxxxxx & Xxxxxx Canada Leasing Ltd.
000		Xxxxxxx & Xxxxxx Xxxxxx Ltd.
215		Xxxxxxx & Xxxxxx China Investment Co., Inc.
594		Xxxxxxx & Xxxxxx do Brasil Limitada
528		Xxxxxxx & Xxxxxx do Brasil Participacoes Limitada
206		Xxxxxxx & Xxxxxx Egypt SAE


169		Xxxxxxx & Xxxxxx Fibras Ceramicas Limitada
519		Xxxxxxx & Xxxxxx Finance, Inc.
557		Xxxxxxx & Xxxxxx Foreign Sales Corporation
175		Xxxxxxx & Xxxxxx Gama Kazan Teknolojisi A.S.
552		Xxxxxxx & Xxxxxx General Contracting Company
565		Xxxxxxx & Xxxxxx Government Services Company
395		Xxxxxxx & Xxxxxx HRSG Company
		Xxxxxxx & Xxxxxx Industries, Ltd.
531		Xxxxxxx & Xxxxxx International Sales Corporation
549		Xxxxxxx & Xxxxxx International Sales Corporation
342		Xxxxxxx & Xxxxxx Investment Company
305		Xxxxxxx & Xxxxxx Jonesboro Power, Inc.
2007		Xxxxxxx & Xxxxxx Nevada, LLC
		Xxxxxxx & Xxxxxx Refractories Limited
323		Xxxxxxx & Xxxxxx Salt City Power, Inc.
543		Xxxxxxx & Xxxxxx Services, Inc.
322		Xxxxxxx & Xxxxxx Xxxxx Power, Inc.
314		Xxxxxxx & Xxxxxx Victorville Power, Inc.
727		Xxxxxxx & Xxxxxx Volund France SAS
315		Babcock PFBC, Inc.
559		Babcock Southwest Construction Corporation
945		Xxxxxxx-Xxxxx Boveri Reaktor GmbH
936		Babcock-Ultrapower Jonesboro
937		Babcock-Ultrapower West Enfield
951		Xxxxxx Beijing Controls Co., Ltd.
516		Xxxxxx Controls Australia Pty. Limited
517		Xxxxxx Controls International Sales & Services Company, Inc.
954		Xxxxxx Controls Jordan for Process Controls Services, Ltd.
563		Xxxxxx Controls Sales & Service (Australia) Pty. Limited
564		Xxxxxx Controls Sales & Services Canada Inc.
561		Xxxxxx do Brasil Instrumentos Industriais Limitada
114		Xxxxxx International, Inc.
000		Xxxxxx Xxxxx Company Limited
542		Xxxxxx Meter and Controls Company
		Xxxxxx Meter Company
562		Xxxxxx Meter Co. (Japan) Ltd.
		Xxxxxx Meter Company Limited
		Xxxxxx Meter GmbH


646		Brick Insurance Company, Ltd.
590		BWXT Protec, Inc.
		X.X. Xxxxx & Company Engineers
511		Ceramatec G.P., Inc.
510		Ceramatec SOFC, Inc.
329		Clarion Energy, Inc.
328		Clarion Power Company
321		Conam Nuclear, Inc.
		Control Components France
514		Control Components Italy S.R.L.
		Control Components, Inc. (California)
		Control Components, Inc. (Delaware)
948		Control Components Japan
1914		CTR Solutions, LLC
545		Detroit Xxxxxx & Machine Corporation
551		Diamond Blower Company Limited
		Diamond Canapower Ltd.
518		Diamond Power Importacao e Exportacao Ltda.
144		Diamond Power Korea Inc.
526		Diamond Power Specialty (Japan) Ltd.
558		Diamond Power Specialty (Proprietary) Limited
546		Diamond Power Specialty Corporation (Delaware)
		Diamond Power Speciality Corporation (Ohio)
529		Diamond Power Specialty GmbH
		Xxxxxxxx Tube Xxxxx, Inc.
332		Ebensburg Energy, Inc.
397		Ejendomsaktieselskabet Falkevej2
961		Enserch Environmental Management Company, Inc.
968		EPC Business Trust
919		Especialidades Termomecanicas, S.A. de C.V.
550		Ferry-Diamond Engineering Company Limited
928		Fibras Ceramicas C.A.
509		Fibras Ceramicas, Inc.
547		Globe Steel Tubes Corporation
		Xxxxx Land Co.
		Xxxxxx Insulations Limited
124		Xxxxxx Heat Transfer International, Inc.
1955		Xxxxxx HEI Pty. Ltd.


914		Xxxxxx Northern Industries Inc.
125		Xxxxxx Products Aktiebolag
567		Xxxxxx Products Corporation (1)
902		Xxxxxx Products de Mexico, S.A. de C.V.
1907		Integran Technologies Inc.
461		International Disarmament Corporation
941		Isolite Babcock Refractories Company, Ltd.
927		Isolite Eastern Union Refractories Co., Ltd.
920		KBW Gasification Systems, Inc.
512		LT Produkter i Skutskar AB
938		Maine Power Services
345		McDermott Heat Transfer Company
344		McDermott Productos Industriales de Mexico, S.A. de C.V.
946		Medidores Xxxxxx, X.X. de C.V.
942		Morganite Ceramic Fibres Limited
943		Morganite Ceramic Fibres Pty. Limited
944		Morganite Ceramic Fibres S. A.
		National Drill & Manufacturing Co.
544		National Ecology (Alabama) Incorporated
575		National Ecology (Utah) Incorporated
976		Nooter/Xxxxxxx - Xxxxxxx & Xxxxxx, L.L.C.
933		North American CWF Partnership
9989		North Branch Power Company L.P.
971		North County Operations Associates
		Nuclear Materials and Equipment Corporation
958		Xxxx Pantex Inc.
1153		P. T. Heat Exchangers Indonesia
934		Palm Beach Energy Associates
		Piedmont Tool Machine Company
576		Power Computing Company
581		Power Systems Sunnyside Operations GP, Inc.
583		Power Systems Sunnyside Operations LP, Inc.

		(1) a Delaware Corporation
905		PowerSafety International, Inc.
508		Productos de Caolin, Inc.
577		PSO Caribbean, Inc.
1980		Savannah River Alliance LLC


2008		Savannah River Tactical Services LLC
984		SOFCo L.P.
000		Xxxxx Xxxxx XXX
000		Xxxxxxx Construction Co., Inc.
988		Sunnyside Cogeneration Associates
582		Sunnyside II, Inc.
000		Xxxxxxxxx XX, X.X
000		Xxxxxxxxx III, Inc.
993		Sunnyside Operations Associates L.P.
571		Termobloc Industria E Comercio Ltda.
953		Thermax Xxxxxxx & Xxxxxx Limited
502		TLT-Xxxxxxx, Inc.
570		Triso
0000		X.X. Xxxxx Xxxxxx Xxx. Ltd.
548		W. F. and Xxxx Xxxxxx Company

Schedule 1.1(c)

B&W CURRENT


Reference ID	Name
553	Americon Equipment Services, Inc.
554	Americon, Inc.
732	Applied Synergistics, Inc.
127	B&W de Panama, Inc.
000	Xxxxxxx & Xxxxxx Xxxxxx Ltd.
1570	Xxxxxxx & Xxxxxx China Holdings, Inc.
555	Xxxxxxx & Xxxxxx Construction Co., Inc.
2011	Xxxxxxx & Xxxxxx de Monterrey, S.A. de C.V.
1571	Xxxxxxx & Xxxxxx Denmark Holdings, Inc.
327	Xxxxxxx & Xxxxxx Ebensburg Power, Inc.
302	Xxxxxxx & Xxxxxx Equity Investments, Inc.
1965	Xxxxxxx & Xxxxxx Holdings, Inc.
2028	Xxxxxxx & Xxxxxx India Holdings, Inc.
598	Xxxxxxx & Xxxxxx India Private Limited
126	Xxxxxxx & Xxxxxx International Investments Co., Inc.
530	Xxxxxxx & Xxxxxx International Sales and Service Corporation
541	Xxxxxxx & Xxxxxx International, Inc.
380	Xxxxxxx & Xxxxxx Investment Company
2010	Xxxxxxx & Xxxxxx Modular Nuclear Energy LLC
1974	Xxxxxxx & Xxxxxx Nuclear Operations Group, Inc.
1967	Xxxxxxx & Xxxxxx Nuclear Energy, Inc.	(formerly Xxxxxxx & Xxxxxx Nuclear Power Generation Group, Inc.
2018	Xxxxxxx & Xxxxxx Nuclear Services (U.K.) Limited
500	Xxxxxxx & Xxxxxx Power Generation Group, Inc.
1961	Xxxxxxx & Xxxxxx Technical Services (U.K.) Limited
1970	Xxxxxxx & Xxxxxx Technical Services Clinch River, LLC
572	Xxxxxxx & Xxxxxx Technical Services Group, Inc.	(formerly BWXT Services, Inc.)
587	Xxxxxxx & Xxxxxx Technical Services Savannah River Company	(formerly BWXT Savannah River Company)
599	Xxxxxxx & Xxxxxx Volund A/S	(formerly Xxxxxxx & Xxxxxx Volund ApS)
2000	BCE Parts Ltd.
596	BWX Technologies, Inc.
580	BWXT Federal Services, Inc.
589	BWXT Hanford Company
382	BWXT of Idaho, Inc.
592	BWXT of Ohio, Inc.


1576	BWXT Washington, Inc.
189	Creole Insurance Company, Ltd.
1988	Delta Power Services, LLC
766	Diamond Operating Co., Inc.
1572	Diamond Power Australia Holdings, Inc.
1984	Diamond Power Central & Eastern Europe s.r.o.
1573	Diamond Power China Holdings, Inc.
521	Diamond Power do Brasil Limitada
1574	Diamond Power Equity Investments, Inc.
525	Diamond Power Finland OY
504	Diamond Power Germany GmbH	(formerly Diamond Power - Xxxxx GmbH)
597	Diamond Power International, Inc.
949	Diamond Power Machine (Hubei) Co., Inc.
1908	Diamond Power Services S.E.A. Ltd.
522	Diamond Power Specialty (Proprietary) Limited
523	Diamond Power Specialty Limited
524	Diamond Power Sweden AB
1990	DPS Berkeley, LLC
1997	DPS Cadillac, LLC
1995	DPS Florida, LLC
1993	DPS Xxxxxxx, LLC
0000	XXX Xxxxxx Xxxxx, LLC
1992	DPS Mecklenburg, LLC
1991	DPS Michigan, LLC
1994	DPS Mojave, LLC
1998	DPS Sabine, LLC
278	Gumbo Insurance Company, Ltd.
2003	Intech International Inc.
2002	Intech, Inc.
2001	Xxxx-Xxxxxx Services, L.L.C.
1968	Marine Mechanical Corporation
540	National Ecology Company
2005	NFS Holdings, Inc.
0000	XXX-Xxxxx Xxxxxxxx, Xxx.
000	Xxxxx Xxxxxx Recycling, Inc.
2006	Nuclear Fuel Services, Inc.
1989	O&M Holding Company
707	P. T. Xxxxxxx & Xxxxxx Asia


534		Palm Beach Resource Recovery Corporation
560		Power Systems Operations, Inc.
568		Revloc Reclamation Service, Inc.
2013		Servicios de Fabricacion de Xxxxx Soleado, S.A. de C.V.
2012		Servicios Profesionales de Xxxxx Soleado, S.A. de C.V.
767		SOFCo - EFS Holdings LLC
2029		The Xxxxxxx & Xxxxxx Company

EXHIBIT II - EXISTING REINSURANCE AGREEMENTS

See Attached.

Name of Agreement

Party to Agreement

Effective Date of Agreement

Reinsurance Agreement (agreement # 22004)

Creole Insurance Company, Ltd.

Insurance Company of North America

XxXxxxxxx Incorporated Et AI.

6/1/1975

mcdermott

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1977

WC only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1977

Auto & GL only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1978

WC only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1978

Auto & GL only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1979

WC only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1979

Auto & GL only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1980

WC only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1980

Auto & GL only

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1982

Various other issuing companies included

Addendum Number Five to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1983

Various other issuing companies included

Addendum Number Six to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1984

Various other issuing companies included

Addendum Number Seven to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1985

Various other issuing companies included

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1986

Various other issuing companies included

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1987

Various other issuing companies included; Amended to include CIGNA Insurance Company

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1987

Excess Liability

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1988

Various other issuing companies included; for Auto, WC and GL

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1988

for Excess Liability policy

Trust Agreement

Creole Insurance Company, Ltd.

Pacific Employers Insurance Company

Xxxxxx Guaranty Trust Company of New York

6/24/1988

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1989

Various other issuing companies included

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1990

Various other issuing companies included; for Auto, WC and GL

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1990

for Maritime policy

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/18/1990

Reinsurance Agreement - Addendum I

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/19/1990

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1991

Various other issuing companies included; for Auto, WC and GL

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1991

for Maritime policy

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1992

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1993

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1994

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company of Texas

4/1/1994

Workers Compensation Residual Market Assessments Captive Programs

Creole Insurance Company, Ltd.

CIGNA Insurance Company of Texas

4/1/1994

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1995

Agreement for Workers Compensation Residual Market Assessments Captive Programs

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

Indemnity Insurance Company of North America

CIGNA
Insurance
Company
of
Canada

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

Bankers Standard Insurance Company

4/1/1995

Workers Compensation Residual Market Assessments 1995 Captive Programs

Creole Insurance Company, Ltd.

Bankers Standard Insurance Company

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Co. of N.A.

CIGNA Insurance Company

CIGNA
Insurance
Company
of
Canada

4/1/1995

Addendum 1 effective 4/1/96

Addendum I to Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Company of North America

CIGNA Insurance Company

CIGNA
Insurance
Company
of
Canada

4/1/1996

Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Co. of N.A.

CIGNA Insurance Company

CIGNA
Insurance
Company
of
Canada

Pacific
Employers
Insurance
Company

4/1/1997

Addendum 2 effective 4/1/97

EXHIBIT III - MII ENTITIES

See Schedule 1.1(b) and Schedule 1.1(j) attached hereto. No MII Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

MII FORMER


Reference ID
947		Arabian General Contracting Company
911		Arabian Petroleum Marine Construction Company
8000		Associated Pipe Line Contractors, Inc.
117		Badya Builders, Inc.
242		Xxxxxx-xx Xxxxxxxxxxxxxxxxxxxxxx Xxxxxx X.X.
0000		XXX-Xxxxxx Production Systems Limited
164		Xxxxx & Root McDermott Fabricators Limited
277		Cayenne Insurance Company, Ltd.
629		CCC Fabricaciones y Construcciones S.A. de C.V.
940		Construcciones Maritimas Mexicanas, S.A. de C.V.
952		Xxxx XxXxxxxxx Limited
921		DB/McDermott Company
1952		Deep Gulf Contractors LLC
171		Deep Sea Divers Australia Pty. Limited
		Xxxx Xxxxx, Inc.
997		ETPM International (UK) Limited
955		ETPM International S.A.S.
999		Far East Vessels, Inc.
108		First Emirates Trading Corporation
		Xxxxxx Lumber & Supply Company
174		Heavy Lift Chartering, Inc.
935		HeereMac v.o.f.
956		Xxxxxxx-XxXxxxxxx (Aust.) Pty. Ltd.
190		Honore Insurance Company, Ltd.
917		Initec, Astano y XxXxxxxxx International Inc., S.A.
		Ingenieria Petrolera Maritima, S.A. de C.V.
		Iranian Marine Contractors, Inc.
102		J. Xxx XxXxxxxxx & Co. (Nederland) B.V.
150		J. Xxx XxXxxxxxx (Aust.) Pty. Ltd.
151		J. Xxx XxXxxxxxx (U.K.) Inc.
350		J. Xxx XxXxxxxxx (Venezuela) C.A.
325		J. Xxx XxXxxxxxx Arctic Ltd.
307		J. Xxx XxXxxxxxx Gulf Contractors, Inc. (formerly the Early Company)


394		J. Xxx XxXxxxxxx International Services (No. 1) Limited
101		J. Xxx XxXxxxxxx International Services Limited
152		J. Xxx XxXxxxxxx London, Ltd.
641		J. Xxx XxXxxxxxx Marine Construction AS
1125		J. Xxx XxXxxxxxx Newfoundland, Ltd.
871		J. Xxx XxXxxxxxx Offshore Chartering (U.S.), Inc.
372		J. Xxx XxXxxxxxx Properties, Inc.
238		J. Xxx XxXxxxxxx Underwater Services, Inc.
603		J. Xxx XxXxxxxxx Venture Holdings (U.S.), Inc.
153		Jaramac Associated Services, Ltd.
		Jaramac Petroleum (U.K.) Limited
		Khafji Contractors, Inc.
166		Khor Contractors, Inc.
903		KME a.s.
324		Lan-Xxxxxxx, X.X. de C.V.
202		Madock Shipyard Company, Ltd.
203		Macshelf Marine Construction Company, Ltd.
106		Xxxxxxx Pty. Limited
360		Marine Contractors, Inc.
146		McAntille, N.V.
168		McDermott - ETPM V.O.F.
000		XxXxxxxxx (Xxxxxxx) X.X.
000		XxXxxxxxx (Xxxxxxx) Limited
245		McDermott Acquisition Company, Inc.
000		XxXxxxxxx XXX Services Limited
352		McDermott Azerbaijan Pipelines, Inc.
000		XxXxxxxxx Xxxxxxxxxx, Inc.
000		XxXxxxxxx Xxxxxxx & Xxxxxxx Xxxxxx, Inc.
		McDermott de Mexico, S.A. de C.V.
000		XxXxxxxxx Xxxxxxx ApS
464		McDermott Energy Services, Inc.
178		McDermott Engineering (Europe) Limited
		McDermott Enterprises France, S.A.
128		McDermott Europe Marine Services, Ltd.
313		McDermott Industries, Inc.
354		McDermott Inland Services, Inc.
201		XxXxxxxxx International Asset Management, Ltd.
343		XxXxxxxxx International Aviation, Inc.


346	XxXxxxxxx International Aviation, Inc.	(formerly XxXxxxxxx International Aviation Co., Inc.)
	XxXxxxxxx International (Deutschland) GmbH
237	XxXxxxxxx International Engineering & Construction Co., Ltd.
139	XxXxxxxxx International Engineering Investments N.V.
121	XxXxxxxxx International General Services, Inc.
123	XxXxxxxxx International Marine Services, Inc.
236	XxXxxxxxx International Marketing, Inc.
143	McDermott Marine UK Limited
462	McDermott Marketing Services, Inc.
000	XxXxxxxxx Xxxxxx Xxxx Trading, Ltd.
172	McDermott Neutral Zone, Inc.
	McDermott Norway, Inc.
	McDermott Petroleum (Iran), Inc.
105	McDermott Sakhalin, Inc.
000	XxXxxxxxx Xxxxxxxxxxxx, Inc.
000	XxXxxxxxx Xxxxxxxxx Pte. Ltd.
221	McDermott Submarine Cable Ltd.
1951	McDermott Submarine Cable Systems Limited
205	McDermott Subsea Constructors Limited
110	McDermott Transition Co., Inc.
	McDermott UAR, Inc.
000	XxXxxxxxx Xxxx Indies Company
000	XxXxxxxxx-XXXX (Xxxxxx), Inc.
998	McDermott-ETPM (UK) Limited
963	McDermott-ETPM B.V.
161	McDermott-ETPM East B.V.
167	McDermott-ETPM East N.V.
964	McDermott-ETPM N.V.
965	McDermott-ETPM S.A.
962	McDermott-ETPM West, Inc.
104	Menck GmbH
463	Mentor Engineering Consultants Limited
131	MIMCO, Inc.
908	MMC-McDermott Engineering Sdn. Berhad
317	Mofco N.V.
129	NOLA, Servicos E Participacoes Ltda.
141	Northern Marine Services, Inc.
107	Oceanic Red Sea Company


620		Offshore Angola, Ltd.
632		Offshore Energy Capital Corporation
622		Offshore Hyundai International Limited
630		Offshore Hyundai International, Ltd.
210		Offshore Marine Chartering N.V.
610		Offshore Petroleum Divers, Inc.
614		Offshore Pipelines (Mauritius) Ltd.
000		Xxxxxxxx Xxxxxxxxx Xxx Xxxx Limited
617		Offshore Pipelines International Gulf E.C.
633		Offshore Power Generation Ltd.
635		Offshore Production Vessels, Ltd.
615		OPI Offshore Netherlands Holding B.V.
611		OPI Sales & Service Corporation
628		OPI Towing & Supply, L.L.C.
624		OPMI, E.C.
613		P. T. Xxxxxxx Pranaupaya
850		Panama Offshore Chartering Company 1, Inc.
859		Panama Offshore Chartering Company 10, Inc.
860		Panama Offshore Chartering Company 11, Inc.
861		Panama Offshore Chartering Company 12, Inc.
862		Panama Offshore Chartering Company 13, Inc.
863		Panama Offshore Chartering Company 14, Inc.
864		Panama Offshore Chartering Company 15, Inc.
865		Panama Offshore Chartering Company 16, Inc.
866		Panama Offshore Chartering Company 17, Inc.
867		Panama Offshore Chartering Company 18, Inc.
868		Panama Offshore Chartering Company 19, Inc.
851		Panama Offshore Chartering Company 2, Inc.
869		Panama Offshore Chartering Company 20, Inc.
870		Panama Offshore Chartering Company 21, Inc.
852		Panama Offshore Chartering Company 3, Inc.
853		Panama Offshore Chartering Company 4, Inc.
854		Panama Offshore Chartering Company 5, Inc.
855		Panama Offshore Chartering Company 6, Inc.
856		Panama Offshore Chartering Company 7, Inc.
857		Panama Offshore Chartering Company 8, Inc.
858		Panama Offshore Chartering Company 9, Inc.
154		Panama Offshore Chartering Company, Inc.


990		Personal Administrativo de Vera Xxxx, X.X. de C.V.
991		Personal Ejecutivo de Veracruz, S.A. de C.V.
645		Pirogue Insurance Company, Ltd.
981		Sakhalin Energy Investment Company, Ltd.
384		Samburg Holdings, Inc.
109		Sharman, Allen, Gay & Xxxxxx, X.X.
989		Tallares Navales del Golfo, S.A. de C.V.
		The Xxxxxx Xxx Company
		The Xxxxx Xxxxxx Company
		The Xxxxxxx X. Company
		The Xxxxxx X. Company
634		TL Marine Sdn. Bhd.
621		TL Offshore Sdn. Bhd.
926		Topside Contractors of Newfoundland
925		Topside Contractors of Newfoundland, Ltd.
000		X.X. Xxxxxxxx Chartering
918		Universal Fabricators Incorporated
980		US Shipbuilding Corporation, Inc.
318		Xxxxxx, Inc.

Schedule 1.1(j)

MII - CURRENT


CURRENT Reference ID	Name
873	Barmada McDermott (L) Limited
0000	Xxxxxxx XxXxxxxxx Xxx. Bhd.
276	Boudin Insurance Company, Ltd.
939	Caspian Offshore Fabricators LLC
116	Chartering Company (Singapore) Pte. Ltd.
142	Eastern Marine Services, Inc.
249	Global Energy - McDermott Limited
140	Hydro Marine Services, Inc.
649	International Vessels Ltd.
148	J. Xxx XxXxxxxxx (Aust.) Holding Pty. Limited
1982	J. Xxx XxXxxxxxx (Caspian), Inc.	(formerly J. Xxx XxXxxxxxx Diving International, Inc.)
243	J. Xxx XxXxxxxxx (Nigeria) Ltd.
2025	J. Xxx XxXxxxxxx (Norway), AS
1237	J. Xxx XxXxxxxxx (Qingdao) Pte. Ltd.
194	J. Xxx XxXxxxxxx Asia Pacific Pte. Ltd.	(formerly McDermott South East Asia Pte. Ltd.)
1972	J. Xxx XxXxxxxxx Canada Holding, Ltd.
1969	J. Xxx XxXxxxxxx Canada, Ltd.
204	J. Xxx XxXxxxxxx Contractors, Inc.
246	J. Xxx XxXxxxxxx de Mexico, S.A. de C.V.
208	J. Xxx XxXxxxxxx Eastern Hemisphere Limited	(formerly X. Xxx Middle East (Indian Ocean) Ltd.)
1956	J. Xxx XxXxxxxxx Engineering Services Private Limited
1950	J. Xxx XxXxxxxxx Engineering, LLC
220	J. Xxx XxXxxxxxx Far East, Inc.
211	J. Xxx XxXxxxxxx Holdings, LLC	(formerly J. Xxx XxXxxxxxx Holdings, Inc.)
627	J. Xxx XxXxxxxxx International Vessels, Ltd.	(formerly OPI International, Ltd.)
602	J. Xxx XxXxxxxxx International, Inc.
160	J. Xxx XxXxxxxxx Investments B.V.	(formerly Menck B.V.)
1958	J. Xxx XxXxxxxxx Kazakhstan Limited Liability Partnership
1975	J. Xxx XxXxxxxxx Logistic Services Pvt. Limited
136	J. Xxx XxXxxxxxx Middle East, Inc.
239	J. Xxx XxXxxxxxx Solutions, Inc.	(formerly J. Xxx XxXxxxxxx Engineering Holdings, Inc.)
625	J. Xxx XxXxxxxxx Technology, Inc.
1957	J. Xxx XxXxxxxxx UK Ltd.
1960	J. Xxx XxXxxxxxx Underwater Services, Inc.


248	J. Xxx XxXxxxxxx West Africa Holdings, Inc.
244	J. Xxx XxXxxxxxx West Africa, Inc.
601	J. Xxx XxXxxxxxx, Inc.
207	J. Xxx XxXxxxxxx, S.A.
644	Lagniappe Insurance Company, Ltd.
000	Xxxxxx Xxx. Xxx.
000	XxXxxxxxx (Xxxxxxxx) Sendirian Berhad
000	XxXxxxxxx Xxx Xxxxx Offshore Construction Company
000	XxXxxxxxx Xxxxxx Company Limited
149	McDermott Australia Pty. Ltd.	(formerly McDermott Industries (Aust.) Pty. Limited)
000	XxXxxxxxx Xxxxxxxxxx Marine Construction, Inc.
241	McDermott Caspian Contractors, Inc.
275	McDermott Cayman Ltd.
000	XxXxxxxxx Xxx Xxxx, Inc.
133	McDermott Gulf Operating Company, Inc.
177	McDermott Holdings (U.K.) Limited
300	XxXxxxxxx Incorporated
147	XxXxxxxxx International B.V.
120	XxXxxxxxx International Investments Co., Inc.
119	XxXxxxxxx International Marine Investments N.V.
213	XxXxxxxxx International Marketing, Inc.	(formerly XxXxxxxxx International Beijing, Inc.)
130	XxXxxxxxx International Trading Co., Inc.
1971	XxXxxxxxx International Vessels, Inc.
100	XxXxxxxxx International, Inc.
1962	McDermott Kft.
349	McDermott Marine Construction Limited
1986	McDermott Marine Mexico, S.A. de C.V.
135	McDermott Offshore Services Company, Inc.
176	McDermott Old JV Office, Inc.
162	McDermott Overseas Investment Co. N.V.
390	McDermott Overseas, Inc.
0000	XxXxxxxxx Xxxxxx Holdings, S.A.
170	McDermott Servicos de Construcao, Ltda.
320	McDermott Trade Corporation
306	Mentor Subsea Technology Services, Inc.
000	Xxxxx Xxxxxxxx Vessel, Inc.
2021	North Ocean II AS
2023	North Ocean II KS


2022	North Ocean V AS
612	Offshore Pipelines International, Ltd.
000	Xxxxxxxx Xxxxxxxxx Xxxxxxx Limited
000	Xxxxxxxx Xxxxxxxxx Xxx. Bhd.
626	OPI Vessels, Inc.
623	OPMI, Ltd.
185	P. T. Bataves Fabricators
180	P. T. McDermott Indonesia
901	PT. Baja Wahana Indonesia	(formerly P.T. Xxxxxxx & Xxxxxx Indonesia)
643	PT. J. Xxx XxXxxxxxx Indonesia	(formerly PT. Xxx Xxx)
636	Sabine River Realty, Inc.
1977	Servicios de Fabricacion de Altamira, S.A. de C.V.
1976	Servicos Profesionales de Altamira, S.A. de C.V.
2019	Singapore Huangdao Pte. Ltd.
640	SparTEC, Inc.	(formerly J. Xxx XxXxxxxxx Spars, Inc.)
145	Varsy International N.V.

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NOVATION AND ASSUMPTION AGREEMENT by and among ACE American Insurance Company, acting for itself and its affiliates including, without limitation, Pacific Employers Insurance Company; ACE INA Insurance Company; ACE Insurance Company; Insurance Company...

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