EXHIBIT 10.2
QUOTA SHARE REINSURANCE AGREEMENT
(hereinafter referred to as the "Agreement")
Effective: [Closing Date]
by and between
UNIONE ITALIANA INSURANCE COMPANY OF AMERICA INC.
(hereinafter referred to as the "Company")
and
NATIONAL INDEMNITY COMPANY
(hereinafter referred to as the "Reinsurer")
W I T N E S S E T H:
WHEREAS, National Indemnity Company (hereinafter referred to as
"Seller" or "Reinsurer") and Xxxxxx Financial Group, Inc. (hereinafter referred
to as "Buyer") have entered into the Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of August 20, 2008, pursuant to which the Seller
has agreed to sell all of the issued and outstanding shares of common stock of
Unione Italiana Insurance Company of America Inc. (the "Company") to the Buyer
(the "Transaction"); and
WHEREAS, as contemplated by the Transaction, the Reinsurer has agreed
to reinsure all liabilities of the Company under contracts of insurance and
reinsurance incepting prior to the closing date of the Transaction; and
WHEREAS, in conjunction with the assumption of the liabilities by the
Reinsurer as provided for under this Agreement, the parties wish to provide for
the Reinsurer to cover and service all of the liabilities and obligations of the
Company arising out of any insurance or reinsurance contract of the Company
issued on or before the Effective Date (as such term is defined herein below).
NOW THEREFORE in consideration of the mutual covenants hereinafter
contained and upon the terms and conditions set forth below, the parties hereto
agree as follows:
ARTICLE 1
BUSINESS REINSURED
The Company hereby cedes to the Reinsurer and the Reinsurer hereby accepts, a
one hundred percent (100%) quota share reinsurance percentage of the Company's
Net Retained Liability with respect to all contracts of insurance or
reinsurance, and all endorsements, riders, amendments and addenda thereto,
written, issued or renewed by the Company on or prior to the Effective Date of
this Agreement, and which have a contract effective date on or prior to the
Effective Date (hereinafter the "Covered Contracts").
In accordance with the terms of this Agreement, the Reinsurer hereby agrees to
pay directly on behalf of the Company any claims or losses reinsured under this
Agreement which arise out of the Covered Contracts, provided however, that any
insured or policyholder under a Covered Contract shall not have a right to
assert claims related to such Covered Contracts directly against the Reinsurer.
The liability of the Reinsurer with respect to each cession hereunder shall
commence obligatorily and simultaneously with that of the Company, subject to
the terms, conditions and limitations hereinafter set forth.
ARTICLE 2
COMMENCEMENT AND CANCELLATION
Coverage under this Agreement shall commence at 12:01 a.m., Eastern Standard
Time, [PUT IN DATE OF CLOSING AT SUCH TIME] (hereinafter the "Effective Date"),
as respects any and all claims and losses, liabilities or obligations on Covered
Contracts reinsured hereunder, and shall continue in effect until all of the
Company's claims, losses, liabilities or obligations under Covered Contracts
have been fully and finally discharged.
ARTICLE 3
ORIGINAL CONDITIONS AND EXCLUSIONS
All reinsurance under this Agreement in respect of the Company's gross insurance
liability shall be subject to the same rates, terms, conditions, waivers and
interpretations, and to the same modifications and alterations as the respective
Covered Contracts of the Company. Notwithstanding the foregoing, the Company is
not authorized to enlarge the scope or extend or change the terms or coverages
of any Covered Contract in any manner, except where specifically pre-approved in
writing by the Reinsurer. The Company shall furthermore take no position with
respect to the Covered Contracts or the coverage or obligations thereunder that
has not been directed by the Reinsurer, it being the express intention of the
parties hereto that the Reinsurer shall have sole authority over, and financial
responsibility for, the Covered Contracts.
ARTICLE 4
DEFINITIONS
"Allocated Loss Adjustment Expense" or "ALAE" shall mean all costs and expenses
allocable to a specific claim or loss covered under this Agreement that are
incurred by the Company in the investigation, adjustment, appraisal, settlement,
defense or appeal of such claim, including court costs and costs of supersedeas
and appeal bonds, and shall include legal expenses and costs incurred by the
Company in direct connection with declaratory judgment actions brought to
determine the Company's defense ("Declaratory Judgment Expense") and/or
indemnification obligations that are allocable to specific Covered Contracts and
claims and losses covered under this Agreement. Declaratory Judgment Expense
shall be deemed to have been fully incurred by the Company on the date of the
actual or alleged loss under the original Covered Contract giving rise to the
action. As used herein, a "supersedeas bond" shall mean a bond required of one
who petitions to set aside a judgment or execution and from which the other
party may be made whole if the action is unsuccessful.
"Unallocated Loss Adjustment Expense" or "ULAE" shall mean the salaries of the
officials or regular employees of the Reinsurer or its delegee(s) or office
expenses, fees or costs of whatever kind of the Reinsurer or its delegee in
connection with the administration of the Covered Contracts.
"Net Written Premiums" shall mean gross written premiums of the Company on the
Covered Contracts, including therein any additional audit premiums, less return
premium for cancellations and reductions on those Covered Contracts, and less
premiums paid for reinsurance that inures to the benefit of this Agreement. For
purposes of this definition, all reinsurance purchased by the Company prior to
the Effective Date shall be considered inuring reinsurance to this Agreement.
"Net Retained Liability" shall mean the remaining portion of the Company's gross
insurance liability on each Covered Contract reinsured under this Agreement
after making deductions for all salvage, subrogation, reinsurance collected and
any other applicable funds held, trust funds, letters of credit or other
applicable security as and when deductions are converted to cash by the Company.
Net Retained Liability shall include, without limitation, any liability for
ALAE, Extra Contractual Obligations and Losses in Excess of Policy Limits in
respect of Covered Contracts for which the Company is or shall become liable.
"Unearned Premium Reserve" shall mean gross unearned premiums of the Company on
all Covered Contracts, less return premium for cancellations and reductions on
Covered Contracts, and less premiums paid for reinsurance that inures to the
benefit of this Agreement. For purposes of this definition, all reinsurance
purchased by the Company shall be considered inuring reinsurance to this
Agreement.
ARTICLE 5
REINSURANCE PREMIUM
In consideration of the terms and conditions hereunder and in respect of the
obligations assumed by the Reinsurer hereunder, (a) on the Effective Date, the
Company shall pay to the Reinsurer as reinsurance premium (i) an amount in cash
equal to one hundred (100%) percent of the Company's Unearned Premium Reserve on
Covered Contracts, if any, plus (ii) the Company's carried loss and ALAE
reserves, including IBNR, and ULAE (ULAE in this instance being those
unallocated loss adjustment expenses of the Company that have been provided for
in the Company's reserve(s) for such expenses) as had been established by the
Company as of the Effective Date and prior to Closing, if any (together, the
"Closing Reinsurance Premium"), and (b) from and after the Effective Date, the
Company hereby assigns and shall pay to the Reinsurer within ten (10) business
days of receipt thereof, 100% of all premiums and other consideration received
on or after the Effective Date by the Company respecting the Covered Contracts,
as well as all uncollected premiums and agents' balances in the course of
collection and all amounts recoverable from the Company's reinsurers, as carried
by the Company on the Effective Date (the "Post Closing Reinsurance Premium,"
and together with the Closing Reinsurance Premium, collectively the "Reinsurance
Premium").
ARTICLE 6
CONDITIONS
The Reinsurer, or its agent or delegee (which agent or delegee shall be an
affiliate of the Reinsurer), shall have the right and the obligation to directly
manage and administer, in the name of and on behalf of the Company, the Covered
Contracts and all aspects of the business reinsured hereunder. The Company shall
have the obligation to tender to and defer to the Reinsurer's judgment on any
matters relating to such business, and shall take no actions which could be
expected to impair the Reinsurer's administration. For purposes of this
provision, such business includes any Covered Contract, and any of such business
that has been ceded to third party reinsurers. The Reinsurer's obligation shall
include but not be limited to claims adjustment, negotiation or litigation and
reinsurance claim presentment, settlement, negotiation or commutation,
maintenance of records and filing of reports. It is expressly understood that
there shall be no coverage hereunder for any claim, loss, liability or expense
to the extent that the Company willfully restricts or deprives the Reinsurer of
its rights to administer the Covered Contracts; provided, however that the
Reinsurer shall provide written notice to the Company of any such restriction,
and, thereafter, the Company shall have failed take such action within five (5)
business days after receipt of such notice to allow Reinsurer to exercise its
rights to administer the Covered Contracts (but this proviso shall not reinstate
coverage for the Company hereunder to the extent that the Reinsurer has been
prejudiced by such restriction or deprivation of rights to administer the
Covered Contracts).
In furtherance of the foregoing, effective as of the Effective Date, the Company
hereby appoints the Reinsurer as its attorney-in-fact with respect to the
rights, duties and privileges and obligations of the Company in and to the
Covered Contracts assumed or reinsured by the Reinsurer hereunder, with full
power and authority to act in the name, place and stead of the Company with
respect to such Covered Contracts, including without limitation, the power to
terminate such contracts, service such contracts, to adjust, defend, settle and
to pay all claims, to recover salvage and subrogation for any losses incurred
and to take such other and further actions as may be necessary or desirable to
effect the transactions contemplated by this Agreement. Accordingly, the Company
grants full authority to the Reinsurer to adjust, settle or compromise all
losses hereunder, and all such adjustments, settlements and compromises shall be
binding on the Company.
The Company agrees that after the Effective Date, it will forward to the
Reinsurer all notices and other written communications received by it relating
to the Covered Contracts. The Company shall forward all such notices no later
than 14 days following receipt by the Company. The Company agrees to use
commercially reasonable efforts to cooperate fully with the Reinsurer in the
transfer of such administration.
In addition, the Company hereby delegates to the Reinsurer the right and
responsibility to administer all statutory bank deposits, collateral or letter
of credit funds and issues in relation to the Covered Contracts (the related
funds of which are understood to be the property of the Reinsurer), whether in
connection with business ceded to, or from, the Company. The collateral pledged
for the benefit of the Company in relation to the business ceded by the Company
(as it relates to Covered Contracts) is understood to be held by the Company in
trust for the exclusive benefit of the Reinsurer. As respects any collateral
provided by the Company to counter-parties on any Covered Contracts, the Company
will not voluntary take any actions that would increase or enlarge such
collateral requirements.
In complying with the terms and conditions of this Agreement, the Company shall
act in a fiduciary capacity to Reinsurer as respects the business that is
subject to the Covered Contracts and/or Retrocessional Agreements.
ARTICLE 7
ASSIGNMENT OF RETROCESSIONAL AGREEMENTS
The Company agrees that all of the rights and liabilities of the Company under
any treaties, contracts, slips binders or other arrangements of reinsurance in
effect as of the Effective Date between the Company (as reinsured or
retrocedent) and any other person to the extent that such reinsurance relates to
the Covered Contracts (the "Retrocessional Agreements") are pledged to and for
the sole benefit of the Reinsurer. To the extent permitted under each
Retrocessional Agreement, as of the Effective Date the Company hereby sells,
assigns, transfers and conveys to the Reinsurer all rights, and the Reinsurer
hereby assumes, all obligations of the Company under any Retrocessional
Agreement, including any letters of credit, trust funds or other security
mechanisms outstanding for the benefit of the Company pursuant to any
Retrocessional Agreement. For the avoidance of doubt, for purposes of this
Article VII, "obligations" shall include all obligations, losses, costs,
expenses and other liabilities under any Retrocessional Agreements and shall be
deemed to include statement amounts required to be paid by the Company to any
third party in connection with over or past-due reinsurance premium,
unauthorized reinsurance and insolvent reinsurers. In addition, the Company
hereby assigns to the Reinsurer all amounts collectible under any Retrocessional
Agreement. The Company agrees to forward any funds collected by it under such
reinsurance to the Reinsurer. as soon as practicable, but no later than ten (10)
days after receipt thereof. It is understood and agreed that the costs of the
Reinsurer's efforts to enforce its rights as against any retrocessionaire or
other debtor as described in this Article shall be the Reinsurer's, and not the
Company's.
ARTICLE 8
SALVAGES AND SUBROGATION AND OTHER RECOVERIES
For so long as this Agreement is in effect , the Reinsurer shall be subrogated
to all of the rights of the Company against any other person or entity liable to
the Company or insured in respect of Net Retained Liability and the Reinsurer
shall be entitled to any salvage or subrogation to which the Company would be
entitled under the Covered Contracts. It is specifically understood and agreed
that all reinsurance/retrocession recoveries received by the Company in
connection with the Covered Contracts, regardless of whether they relate to
claims payments before or after the Effective Date, shall be credited for the
sole benefit of the Reinsurer. To the extent directed by the Reinsurer, and at
the Reinsurer's expense, the Company shall promptly file and pursue to
collection to the extent possible, all claims against financially impaired or
insolvent reinsurers, and the Company shall promptly draw down on all letters of
credit, withdraw funds from trusts or charge collections against funds held to
collect promptly any amounts due the Company in respect of the Covered
Contracts.
ARTICLE 9
LOSS IN EXCESS OF POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS
This Agreement shall protect the Company for Loss In Excess Of Policy Limits and
Extra Contractual Obligations relating only to liabilities under the Covered
Contracts administered by the Reinsurer in accordance with the provisions of
ARTICLE 1.
"Loss in Excess of Policy Limits" (XPL) means any amount paid or payable by the
Company in connection with loss in excess of the limit of the Covered Contract,
such loss in excess of the limit having been incurred because of failure by it
to settle within the Covered Contract limit or by reason of alleged or actual
negligence, fraud, or bad faith in rejecting an offer of settlement or in the
preparation of the defense or in the trial of any action against its insured or
in the preparation or prosecution of an appeal consequent upon such action.
"Extra Contractual Obligations" means those liabilities not covered under any
other provision of this Agreement and which arise from the handling of any claim
on business covered hereunder, such liabilities arising because of, but not
limited to, the following: failure by the Company to settle within the Covered
Contract limit, or by reason of alleged or actual negligence, fraud, or bad
faith in rejecting an offer of settlement or in the preparation of the defense
or in the trial of any action against its insured or reinsured or in the
preparation or prosecution of an appeal consequent upon such action.
An Extra Contractual Obligation and/or Loss in Excess of Policy Limits shall be
deemed to have occurred on the same date as the loss covered under the Company's
Covered Contract and shall constitute part of the original loss.
However, this Article shall not apply where the Extra Contractual Obligation
and/or Loss in Excess of Policy Limits has been incurred due to fraud and/or
criminal act(s) by a member of the Board of Directors or a corporate officer or
employees of the Company, who are elected or appointed following the Effective
Date, acting individually or collectively or in collusion with any individual or
corporation or any other organization or party involved in the presentation,
defense or settlement of any claim covered hereunder. Further, the Reinsurer
shall have no obligation to indemnify the Company under this Agreement to the
extent any such liability hereunder arises out of or is attributable to the acts
or omissions of the employees, officers, directors, agents and/or affiliates of
the Company elected or appointed after the Effective Date.
Collected recoveries, including any retentions and/or deductibles, from any
other form of insurance or reinsurance which protect the Company against any
loss or liability covered under this Article shall inure to the benefit of the
Reinsurer and shall be deducted from the total amount of any Extra Contractual
Obligation and/or Loss in Excess of Policy Limits in determining the amount of
Extra Contractual Obligation and/or Loss in Excess of Policy Limits which shall
be included in the calculation of Loss under this Agreement.
ARTICLE 10
OFFSET
A. The Reinsurer and the Company may offset at any time or from time to
time any balances or amounts due from one party to the other under this
Agreement as permitted by applicable law.
B. The offset rights as set forth above shall not be contingent upon the
exercise of such rights or affected in any manner whatsoever by the insolvency
of any party to this Agreement.
ARTICLE 11
ACCESS TO RECORDS
The Company hereby permits the Reinsurer to keep all original copies of all
reports, records, underwriting files, claims files and information (the
"Records") in the Company's possession on the Effective Date relating to the
Covered Contracts, and shall cooperate with the Reinsurer in the transfer of
administration of the Covered Contracts. All right title and interest in such
Records shall remain with the Company. The Company or its duly authorized
representatives shall have the right to inspect, through its authorized
representative, at all reasonable times during the currency of this Agreement
and thereafter, such Records of the Reinsurer pertaining to the reinsurance
provided hereunder and all claims made in connection therewith.
ARTICLE 12
NO THIRD PARTY RIGHTS
The Reinsurer's quota share percentage of 100% of the Net Retained Liability is
intended for the sole benefit of the parties to this Agreement and shall not
create any right on the part of an insured or policyholder under a Covered
Contract against the Reinsurer or any legal relation between such insured or
policyholder and the Reinsurer. No provision of this Agreement is intended or
will be construed to confer upon any person other than the parties to this
Agreement and their respective heirs, successors and permitted assigns any
right, remedy or claim under or by reason of this Agreement.
ARTICLE 13
ARBITRATION
Any dispute arising under or related to this Agreement, including its formation
and validity, shall be submitted to the decision of a board of arbitration
composed of two arbitrators and an umpire, meeting in New York, New York, unless
otherwise agreed.
The members of the board of arbitration shall be active or former disinterested
officials of insurance or reinsurance companies. Each party shall appoint its
arbitrator and the two arbitrators shall choose an umpire before instituting the
hearing. In the event that either party should fail to choose an arbitrator
within thirty (30) days following a written request by the other party to enter
upon arbitration, the requesting party may choose two arbitrators who shall in
turn choose an umpire before entering upon arbitration. In the event the two
arbitrators fail to agree on an umpire either party shall have the right to
submit the matter to the American Arbitration Association ("AAA") to appoint an
umpire for the arbitration using the AAA's National Roster of Insurance and
Reinsurance Umpires, with the qualifications set forth above in this Article. If
the AAA fails to name an umpire, either party may request a judge of the federal
district court having jurisdiction over the geographical area in which the
arbitration is to take place, or if the federal court declines to act, a justice
of a Court of general jurisdiction of the state in which the arbitration is to
be held to appoint the umpire.
Each party shall present its case to the arbitrators within sixty (60) days
following the date of such party's appointment. The board shall make its
decision with regard to the terms of this Agreement, the original intentions of
the parties to the extent reasonably ascertainable, and the custom and usage of
the insurance and reinsurance business. The board shall issue its decision in
writing based upon a hearing in which evidence may be introduced without
following strict rules of evidence but in which cross-examination and rebuttal
shall be allowed. The board shall make its decision within sixty (60) days
following the termination of the hearings unless the parties consent to an
extension. The majority decision of the board shall be final and binding upon
all parties to the proceeding. Judgment may be entered upon the award of the
board in any court having jurisdiction thereof. Each party shall bear the
expense of its own arbitrator and shall jointly and equally bear with the other
party the expense of the umpire. The remaining costs of the arbitration
proceedings shall be allocated by the board; however, the Board may not award
punitive, exemplary or treble damages.
ARTICLE 14
INSOLVENCY
In the event of the insolvency of the Company, and at the option of the
Reinsurer, this reinsurance shall be payable directly to the Company or to its
liquidator, receiver, conservator or statutory successor on the basis of the
liability of the Company without diminution because of the insolvency of the
Company or because the liquidator, receiver, conservator or statutory successor
of the Company has failed to pay all or a portion of any claim. It is agreed,
however, that the liquidator, receiver, conservator or statutory successor of
the Company shall give written notice to the Reinsurer of the pendency of a
claim against the Company, indicating the policy insured, which would involve a
possible liability on the part of the Reinsurer, within a reasonable time after
such claim is filed in the conservation or liquidation proceeding or in the
receivership, and that during the pendency of such claim, the Reinsurer may
investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses that it may deem
available to the Company or its liquidator, receiver, conservator or statutory
successor. The expense thus incurred by the Reinsurer shall be chargeable,
subject to the approval of the Court, against the Company as part of the expense
of conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Company solely as a result of the defense undertaken by
the Reinsurer.
As to all reinsurance made, ceded, renewed or otherwise becoming effective under
this Agreement, the reinsurance shall be payable as set forth above by the
Reinsurer to the Company or to its liquidator, receiver, conservator, or
statutory successor (except as provided by Sections 4118(a) (1) (A) and 1114 (c)
of the New York Insurance Law or) except (a) where the applicable reinsurance
agreement specifically provides another payee in the event of the insolvency of
the Company, or (b) where the Reinsurer with the consent of the direct insured
or insureds has assumed such policy obligations of the Company as direct
obligations of the Reinsurer to the payees under such policies and in
substitution for the obligations of the Company to the payees. Then, and in that
event only, the Company, with the prior approval of the certificate of
assumption on New York risks by the Superintendent of Insurance of the State of
New York, is entirely released from its obligation and the Reinsurer pays any
loss directly to payees under such Covered Contract.
Notwithstanding anything else contained in this Agreement, under no
circumstances howsoever arising shall the insolvency of the Company result in an
acceleration or enlargement of the Reinsurer's obligations hereunder. In the
event of insolvency of the Company, and at the option of the Reinsurer,
policyholders, cedents and reinsurers of the Company shall have the ability to
deal directly with the Reinsurer on a cut-through basis in respect of all
business subject to this Agreement, and the Reinsurer will continue to
administer the business subject to this Agreement as though such insolvency had
not occurred, including but not limited to the collection of all retrocessional
or other recoveries.
ARTICLE 15
CHANGES IN CORPORATE STRUCTURE OR DOMICILE
The Company shall not voluntarily undertake any extraordinary changes to its
corporate structure or domicile that could have the effect of expanding or
accelerating Reinsurer's liability hereunder without the prior written consent
of the Reinsurer.
ARTICLE 16
MISCELLANEOUS CONTRACT ADMINISTRATION
This Agreement shall be governed by and construed according to the laws of the
State of New York, exclusive of its rules with respect to conflicts of law.
The performance of obligations under or related to this Agreement shall be
undertaken by both parties in utmost good faith.
The parties hereto agree to execute and deliver such further instruments and do
such further acts as may be reasonable and necessary and proper to carry out the
purposes of this Agreement.
Each party, by its duly appointed representative, shall have the right at any
reasonable time (whether before or after the termination of this Agreement) to
audit, examine and copy all records in the possession of the other party
relating to the Covered Contracts.
If any provision of this Agreement, or the applicability thereto, to any person
or circumstances is held invalid, the remainder of this Agreement, including the
remainder of the section in which such provisions appears, or the applicability
of such provisions to the other persons or circumstances, shall not be affected
thereby.
All notices under this Agreement shall be in writing and shall be given by
courier or other personal delivery or by registered or certified mail directed
to the address below or such other address as the applicable party may hereafter
designate in writing:
To the Reinsurer:
National Indemnity Company
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel
with a copy to:
National Indemnity Company
0000 Xxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Treasurer
To the Company:
Xxxxxx Financial Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxx
With a copy to:
Dechert LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxx, Esq. and
Xxxxxxxx X. Xxxxxxxxxxx, Esq.
This Agreement contains the entire understanding of the parties hereto as to the
subject matter hereof. There shall be no modifications to this Agreement except
by mutual written agreement of the parties hereto.
This Agreement binds and benefits the parties and their respective heirs,
successors and permitted assigns. No party may assign or delegate any of its
rights or obligations under this Agreement without the prior written consent of
the Reinsurer (in the case of the Company) and the Company (in the case of the
Reinsurer), provided however, that the Reinsurer may assign or delegate certain
management and/or administrative duties hereunder to an affiliate of the
Reinsurer upon prior written notice to the Company; provided, further, however,
that no such assignment shall relieve Reinsurer of its obligations hereunder.
The captions in this Agreement are inserted for convenience and shall not affect
the meaning or construction of any of the provisions hereof.
This Agreement may be executed in multiple counterparts, each of which shall be
construed as an original.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY ITS
DULY AUTHORIZED REPRESENTATIVE(S) THIS _____ DAY OF __________, IN THE YEAR OF
2008.
UNIONE ITALIANA INSURANCE COMPANY OF AMERICA INC.
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Name Title
IN WITNESS WHEREOF, THE REINSURER HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY
ITS DULY AUTHORIZED REPRESENTATIVE(S) THIS _____ DAY OF __________, IN THE YEAR
OF 2008.
NATIONAL INDEMNITY COMPANY
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Name Title
