Termination Agreement dated March 8, 2006



 Exhibit 10.81 
 Dated 8 March 2006 
  

  

			
	CHAUCER SYNDICATES LIMITED	  	(1)
		
	KILN PLC	  	(2)
		
	KILN UNDERWRITING LIMITED	  	(3)
		
	SCPIE UNDERWRITING LIMITED	  	(4)
		
	SCPIE HOLDINGS INC	  	(5)

  

 TERMINATION AGREEMENT 
 in relation to the Reinsurance to Close 
 Administration and Management 
 Agreement dated 18 December 2003 
  

  
 

 
  







 Contents 
  

					
	 Clause
	 	 	  	Page
	 1
	 	 Definitions and interpretation
	  	3
			
	 2
	 	 Termination
	  	3
			
	 3
	 	 Further Agreement
	  	3
			
	 4
	 	 Counterparts
	  	4
			
	 5
	 	 Miscellaneous
	  	4
			
	 6
	 	 Agent for Service
	  	4
			
	 7
	 	 Governing Law
	  	5









			
	THIS AGREEMENT is dated March 8, 2006 and is made BETWEEN:
		
	(1)	 	CHAUCER SYNDICATES LIMITED a company registered in England under No. 184915 whose registered office is at 9 Devonshire Square, Cutlers Gardens, London EC2M 4WL
(“CSL”);
		
	(2)	 	KILN PLC a company registered in England under No. 2949032 whose registered office is at 106 Fenchurch Street, London EC3M 5NR (“Kiln”);
		
	(3)	 	KILN UNDERWRITING LIMITED a company registered in England under No. 02938183 whose registered office is at 106 Fenchurch Street, London EC3M 5NR
(“KUL”);
		
	(4)	 	SCPIE UNDERWRITING LIMITED a company registered in England under No. 04052789 whose registered office is at 6th Floor, No.1 Minster Court, Mincing Lane, London, EC3R 7AA
(“SUL”); and
		
	(5)	 	SCPIE HOLDINGS INC a company domiciled in Delaware whose corporate office is at 1888 Century Park East, Suite 800, Los Angeles, CA 90067-1712
(“SCPIE”).

 WHEREAS: 

			
		
	(A)	 	CSL, Kiln, KUL, SUL and SCPIE (together the “Parties”) are parties to a Reinsurance to Close Administration and Management Agreement made on 18 December 2003 (the
“December 2003 Agreement”).
		
	(B)	 	The Parties wish to terminate the December 2003 Agreement with effect from the date hereof.

 NOW IT IS HEREBY AGREED as follows: 

			
		
	1	 	Definitions and interpretation
		
	1.1	 	In this Agreement terms defined in the December 2003 Agreement shall bear the same meanings in this Agreement unless the context otherwise requires.
		
	1.2	 	In this Agreement “RITC Statement” means the statement attached at Appendix 1.
		
	1.3	 	In this Agreement unless the context otherwise requires:
		
	1.3.1	 	references to a clause or Appendix are to a clause of or Appendix to this Agreement;
		
	1.3.2	 	any reference to the singular includes a reference to the plural and vice versa; and
		
	1.3.3	 	the descriptive headings to clauses of this Agreement are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of this Agreement.
		
	2	 	Termination
		
	2.1	 	With effect from the date hereof the Parties agree that the December 2003 Agreement be and is hereby terminated.
		
	2.2	 	The Parties agree that all rights, obligations and liabilities under the December 2003 Agreement shall be extinguished, and each of the Parties hereby waives any rights that may have accrued
to it (whether or not by virtue of a breach of the December 2003 Agreement by any of the other Parties) and releases the other Parties from any and all liabilities and obligations under the December 2003 Agreement.
		
	3	 	Further Agreement
		
	3.1	 	KUL and SUL agree to the amount of the 2003 Premium as set out in the RITC Statement (and the proportions in which it is payable as specified in the RITC Statement) and acknowledge and agree
that they shall have no right to serve a Disagreement Notice to CSL in respect of the RITC Statement.

  

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	3.2	 	The 2003 Premium shall be payable at the same time as the Closed Year Loss for the 2003 year of account falls due for settlement. CSL (in its capacity as managing agent of the Syndicate for
the 2003 year of account and in its capacity as managing agent of the Reinsuring Syndicate for the 2004 year of account) shall procure the members of the Syndicate and the Reinsuring Syndicate (as the case may be) to execute an RITC contract in
accordance with Lloyd’s Regulations.
		
	3.3	 	SUL acknowledges and agrees with KUL and CSL that its proportion of the Closed Year Loss for the 2003 year of account Premium exceeds its Agreed Proportion by an amount equal to one million
three hundred thousand pounds sterling (£1.3m) (the “Additional Payment”) and that:-
		
	3.3.1	 	it is in SUL’s best interests to bear the full amount of the Additional Payment;
		
	3.3.2	 	CSL is authorised to include the Additional Payment in SUL’s personal account for the 2003 year of account; and
		
	3.3.3	 	the payment by SUL of the Additional Payment does not in any way represent or constitute a loan from SUL to KUL pursuant to clause 22(c) of the Premiums Trust Deed or
otherwise.
		
	3.4	 	CSL acknowledges and agrees that it shall procure that Additional Payment shall be applied to purchase stop loss reinsurance cover for the protection of the Reinsuring
Syndicate.
		
	3.5	 	SUL and SCPIE warrant to CSL that SUL has not participated or agreed to participate in any Syndicate at Lloyd’s for the 2004 to 2006 years of account (inclusive) and has not incurred any
liabilities other than those that a corporate member at Lloyd’s would have incurred after it ceased to participate in any Syndicates. SUL undertakes to CSL that it shall not, and SCPIE undertakes to procure that SUL shall not, participate on
any Syndicate at Lloyd’s for the 2006 or any subsequent year of account or incur any liabilities other from those that a corporate member of Lloyd’s would after it had ceased to participate on any Syndicates.
		
	4	 	Counterparts
		
		 	This Agreement may be entered into in the form of counterparts each executed by one or more of the Parties but, taken together, executed by all and, provided that all the Parties so enter the
Agreement, each of the executed counterparts, when duly exchanged and delivered, shall be deemed to be an original, and, taken together, they shall constitute one instrument.
		
	5	 	Miscellaneous
		
		 	Each of the Parties hereto warrants to the others that it has obtained all corporate approvals and consents necessary to enter into and perform this Agreement and that this Agreement
constitutes valid and binding obligations of each Party.
		
	6	 	Agent for Service
		
	6.1	 	SCPIE shall at all times maintain an agent for service of process in England. SCPIE appoints as that agent SUL c/o Le Boeuf, Lamb, Greene & MacRae LLP, 1 Minster Court, Mincing Lane,
London, EC3R 7YL, Tel: +44 20 7459 5000, Fax: +44 20 7459 5099. Any claim form, writ, summons, judgment or other notice of legal process shall be sufficiently served on SCPIE if delivered to that agent at its address for the time being. SCPIE shall
not revoke the authority of that agent. If for any reason any such agent no longer serves as agent of SCPIE to receive service of process, then SCPIE shall promptly appoint another such agent and immediately notify CSL of that
appointment.

  

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	7	 	Governing Law
		
	7.1	 	This Agreement, subject to clause 7.2, shall be governed by and construed in accordance with English Law and the Parties hereto hereby submit to the exclusive jurisdiction of the English
Courts in respect of it.
		
	7.2	 	Nothing in this clause 7 shall limit the right of CSL to take proceedings against SCPIE in connection with this Agreement in any other court of competent jurisdiction and SCPIE agrees not to
claim that any such court is not a convenient or appropriate forum.
	
	IN WITNESS whereof the Parties have entered into this Agreement the day and year first above written.

  

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	EXECUTED as a DEED by	  	)	 		 	
	CHAUCER SYNDICATES	  	)	 		 	
	LIMITED (for itself and in	  	)	 		 	
	its capacity as managing agent	  	)	 		 	
	of the Reinsuring Syndicate and	  	)	 		 	
	the Syndicate) acting by	  	)	 		 	
	two directors or one director and	  	)	 		 	 /s/ Ken Curtis

	the company secretary	  	)	 		 	Director
				
		  		 		 	 /s/ E.N. Noble

		  		 		 	Director/Secretary
				
	EXECUTED as a DEED by	  	)	 		 	
	KILN PLC acting by	  	)	 		 	
	two directors or one director and	  	)	 		 	 /s/ Robert D. Chase

	the company secretary	  	)	 		 	Director
				
		  		 		 	 /s/ Edward G. Creasy

		  		 		 	Director/Secretary
				
	EXECUTED as a DEED by	  	)	 		 	
	KILN UNDERWRITING	  	)	 		 	
	LIMITED acting by	  	)	 		 	
	two directors or one director and	  	)	 		 	 /s/ Robert D. Chase

	the company secretary	  	)	 		 	Director
				
		  		 		 	 /s/ Edward G. Creasy

		  		 		 	Director/Secretary
				
	EXECUTED as a DEED by	  	)	 		 	
	SCPIE UNDERWRITING	  	)	 		 	
	LIMITED acting by	  	)	 		 	
	two directors or one director and	  	)	 		 	 /s/ Edward G. Marley

	the company secretary	  	)	 		 	Director
				
		  		 		 	 /s/ Robert B. Tschudy

		  		 		 	Director/Secretary
				
	EXECUTED as a DEED by	  	)	 		 	
	SCPIE HOLDINGS INC	  	)	 		 	
	acting by	  	)	 		 	
	two directors or one director and	  	)	 		 	 /s/ Donald J. Zuk

	the company secretary	  	)	 		 	Director
				
		  		 		 	 /s/ Joseph P. Henkes

		  		 		 	Director/Secretary

  

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 CHAUCER SYNDICATES LIMITED 
 SYNDICATE 1204 
 REINSURANCE TO CLOSE STATEMENT as at 31st DECEMBER 2005 
  

													
	 	  	2000	  	2001	  	2002	  	 2002
 & prior
	  	 2003
 pure year
	  	2003
& prior
	 Gross future premiums
	  	-38	  	-381	  	470	  	52	  	736	  	787
	 Future R/I premiums
	  	-82	  	1	  	119	  	38	  	104	  	142
	 R/I bad debt premium offset
	  	0	  	0	  	0	  	0	  	0	  	0
	Net future premiums	  	44	  	-382	  	351	  	14	  	632	  	646
	 Gross outstanding claims
	  	5,384	  	6,185	  	3,402	  	14,971	  	2,242	  	17,213
	 R/I recoverable on outstanding claims
	  	2,793	  	184	  	1,025	  	4,002	  	533	  	4,535
	 R/I bad debt provision on outstanding claims
	  	2	  	2	  	10	  	14	  	6	  	20
	Net outstanding claims	  	2,593	  	6,003	  	2,387	  	10,983	  	1,715	  	12,698
	 Gross IBNR
	  	3,410	  	5,054	  	7,999	  	16,462	  	11,980	  	28,442
	 R/I recoverable on IBNR
	  	1,766	  	260	  	2,393	  	4,419	  	3,270	  	7,688
	 R/I bad debt provision on IBNR
	  	1	  	3	  	32	  	36	  	46	  	83
	Net IBNR	  	1,645	  	4,797	  	5,638	  	12,080	  	8,756	  	20,836
	Claim handling fee	  		  		  		  		  	935	  	935
	Closed year fee	  	0	  	0	  	0	  	0	  	3,381	  	3,381
	 Reinsurance to close
	  	4,194	  	11,181	  	7,673	  	23,048	  	14,156	  	37,204
							
	Memorandum only:	  		  		  		  		  		  	
	Additional management fee payable by SUL	  		  		  		  		  	1,250	  	1,250

  

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