Exhibit
10.45


 


UK TITLE QUOTA SHARE REINSURANCE AGREEMENT


 


BETWEEN


 


ACE
EUROPEAN MARKETS INSURANCE LIMITED


 


(REINSURED)


 


AND


 


ACE
CAPITAL RE INTERNATIONAL LTD.


 


(REINSURER)


 


1

















 


QUOTA SHARE REINSURANCE AGREEMENT


 


This Quota Share Reinsurance Agreement (“Agreement”), dated as of January 1, 2002,
is made and entered into by and between ACE European Markets Insurance Limited
(the “Reinsured”) and ACE Capital
Re International Ltd (the “Reinsurer”)


 


In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Reinsured and the Reinsurer agree as follows:


 


	
  TERM AND
  TERMINATION:

  	
   

  	
  This Agreement is
  effective at 12:01 a.m. GMT January 1, 2002 and shall remain in effect
  continuously until terminated at Midnight, GMT of any December 31st by either
  the Reinsured or the Reinsurer giving the other party three (3) months’ prior
  written notice in writing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon termination, Policies
  issued of renewed on or after the effective date of termination shall not be
  ceded hereunder. This Agreement shall remain in effect with respect to those
  Policies which are issued by the Reinsured prior to the effective date of termination
  until the earlier of their natural expiration, termination, or renewal and
  the Reinsured shall continue to account to the Reinsurer for any Premium,
  recoveries and other amounts payable in respect of such Policies.

  
	
   

  	
   

  	
   

  
	
  REINSURING
  AGREEMENT:

  	
   

  	
  In consideration of
  receipt of the Premium, the Reinsured shall cede to the Reinsurer, and the
  Reinsurer shall accept, as reinsurance from the Reinsured ninety percent
  (90%) of the liability of the Reinsured (the “Quota Share Percentage”) under any and all contracts of
  title insurance issued or entered into by the Reinsured during the Term which
  contracts are substantially in the form of Exhibit A attached hereto and
  underwritten by the Reinsured substantially in accordance with the
  Underwriting Guidelines attached hereto as Exhibit B (“Policy”, or in the plural, “Policies”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Special Acceptances.  
  Any contract of title insurance or reinsurance written by the
  Reinsured which does not comply with the definition of a Policy may be
  submitted to the Reinsurer for special acceptance. If specially accepted by
  the Reinsurer, such contract shall be deemed to be a Policy and covered under
  and subject to the terms of this Agreement except to the extent that such
  terms shall be modified by such acceptance.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the avoidance of
  doubt, in respect of any Policy, the Reinsured’s liability under such Policy
  shall be calculated after deduction of the profit commission,  if any, which is held by the Reinsured
  and from which the Reinsured is  entitled
  to deduct losses under the Managing General Agency Agreement, if any,
  applicable to such Policy. For the avoidance of doubt and unless otherwise
  agreed by the parties, no profit commission shall be applicable to any Policy
  reinsured under this Agreement unless a Managing General Agency Agreement
  applicable to

  



 


2

















 


	
   

  	
   

  	
  such Policy shall have
  been entered into by the Reinsured and such Agreement has been consented to
  by the Reinsurer.

  
	
   

  	
   

  	
   

  
	
  EXCLUSIONS:

  	
   

  	
  This Agreement does not
  cover any business not defined as a Policy unless specially accepted by the
  Reinsurer in accordance with the section of this Agreement titled Reinsuring
  Agreement.

  
	
   

  	
   

  	
   

  
	
  PREMIUM:

  	
   

  	
  The Reinsured shall pay
  the Reinsurer 44.8875% (“Premium
  Percentage”) of the Net Premium Written on each Policy during the
  Term (“Premium”).  As used herein “Net Written Premium” means gross premium written less
  cancellations and return premiums.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Premium payable to the
  Reinsurer shall be calculated on the same gross rates and on the same basis
  as the premiums received by the Company on the Policies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Reinsured shall bear
  any and all taxes (net to its own account and without deduction from any
  amounts due the Reinsurer) which are due and payable at any time under or in
  connection with this Agreement and the Reinsured shall indemnify and hold the
  Reinsurer harmless in respect of any such taxes paid by the Reinsurer.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes of
  clarification and not limitation, the Premium Percentage is net of all
  commissions and is calculated as provided in Schedule 1 attached hereto.

  
	
   

  	
   

  	
   

  
	
  FULL
  REINSURANCE CLAUSE:

  	
   

  	
  The Reinsurer shall at all
  times follow the loss settlements made by the Reinsured (provided they are
  within the terms of the applicable Policy and this Agreement), and it’s share
  of payments on account, fees and expenses of experts and other loss
  settlements expenses (other than management and office expenses of the
  Reinsured and salaries of their employees) and legal expenses incurred in
  connection with the investigation, settlement or contesting the validity of
  claims or losses.

  
	
   

  	
   

  	
   

  
	
  SIMULTANEOUS
  PAYMENT CLAUSE:

  	
   

  	
  In the event any claim
  covered by this Agreement exceeds twenty five thousand pounds sterling
  (£25,000), the Reinsurer agrees that, if requested, it shall pay its share of
  such loss by wire transfer of same day federal funds by 12:00 pm Atlantic
  Standard Time on the later of: (a) three Business Days following the date of
  receipt by the Reinsurer of a special loss accounting which is prepared by
  the Reinsured and contains relevant details in connection with the claim, and
  (b) one Business Day prior to the date such loss payment is made by the
  Reinsured; provided that, to the extent such payment is not made by the
  Reinsured and the Reinsured does not anticipate making such payment within
  seven (7) days of receipt of payment from the Reinsurer, the Reinsured
  promptly shall return any amounts so paid by the Reinsurer. To the extent
  that the Reinsured makes such loss payment in an amount less than the amount

  



 


3

















 


	
   

  	
   

  	
  originally reported to the
  Reinsurer, the Reinsured shall promptly return the Reinsurer’s Quota Share
  Percentage of any such difference to the Reinsurer. Nothing set forth in this
  clause shall be deemed to relieve or otherwise modify the obligations of the
  Reinsurer pursuant to the terms of this Agreement indemnify the Reinsured on
  the same day as the Reinsured makes a payment covered by it’s original
  Policy.

  
	
   

  	
   

  	
   

  
	
  TERRITORY:

  	
   

  	
  This Agreement shall
  provide coverage on properties located in the United Kingdom.

  
	
   

  	
   

  	
   

  
	
  CLAIMS
  CO-OPERATION:

  	
   

  	
  The Reinsured shall give immediate notice to the
  Reinsurer of any claim provided for in this Agreement made against the
  Reinsured in respect of business reinsured hereunder upon its becoming aware
  of any circumstances which could give rise to such a claim.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Reinsured shall
  furnish the Reinsurer with all information known to the Reinsured respecting
  claims or possible claims notified and shall thereafter keep the Reinsurer
  fully informed as regards all developments relating thereto as soon as they
  occur. The Reinsured shall co-operate fully with the Reinsurer in the
  investigation, adjustment and settlement of any claim notified to the
  Reinsurer as aforesaid and the Reinsured shall not litigate any claim without
  consulting the Reinsurer or its representative. The Reinsured shall have the
  sole right to appoint adjusters, assessors and/or surveyors and to control
  all negotiations and/or adjustments and/or settlements in connection with all
  claims under an original Policy. Notwithstanding the foregoing, when
  requested by the Reinsurer, the Reinsured shall permit the Reinsurer to
  associate in the defence and control of any investigation, claim, subrogation
  or recovery or other action pertaining to a Policy covered under this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  SUBROGATION AND RECOVERY:

  	
   

  	
  In the event the Reinsured has any rights of
  subrogation, salvage, recovery or claims reimbursement or rights against any
  person or entity who may be legally responsible in damages for any loss that
  is the subject of a valid claim under a Policy (individually and
  collectively, “Recoveries”), the
  Reinsured shall pursue such Recoveries. Notwithstanding the foregoing, the
  Reinsured shall only be obliged to enforce its rights of Recovery to the
  extent that the Reinsured reasonably believes that such exercise may be
  economically worthwhile. The Reinsured shall have complete and sole control
  of the direction of all salvage remedies, and the Reinsurer shall be bound by
  the judgment of the Reinsured with respect thereto; provided, however,
  in the event the Reinsured fails to proceed to recoup any claim paid by the
  Reinsurer or in the event of the temporary or permanent discontinuance of the
  business of the Reinsured or the insolvency of the Reinsured, the Reinsurer
  shall have the right to assume and control enforcement of all of the rights
  of the Reinsured to recoup any claim paid by the Reinsurer

  



 


4

















 


	
   

  	
   

  	
  hereunder and the
  Reinsured shall cooperate fully with the Reinsurer in relation thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Reinsured shall
  account to, and credit, the Reinsurer with the Reinsurer’s Quota Share
  Percentage of any Recoveries (after deduction of the costs of obtaining such
  Recoveries) received or recovered by the Reinsured. This provision shall
  survive the Term and remain in effect until all recoveries, salvages or
  reimbursements relating to any claim paid by the Reinsurer hereunder shall
  have been obtained.

  
	
   

  	
   

  	
   

  
	
  EXTRA
  CONTRACTUAL OBLIGATIONS:

  	
   

  	
  In the event the Reinsured
  pays or is held liable to pay any punitive, exemplary, compensatory, or
  consequential damages (herein referred to as “Extra Contractual Obligations”) because of alleged or actual
  bad faith or negligence on its part in handling a  claim under an original Policy covered hereunder, such
  Extra Contractual Obligations shall be added to the Reinsured’s loss, if any,
  under the Policy involved, and the sum thereof, not exceeding the limit of
  this reinsurance coverage, shall be subject to the protection of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  An Extra Contractual
  Obligation shall be deemed to have occurred on the same date as the claim
  covered or alleged to be covered under this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This provision shall not
  apply to any Extra Contractual Obligation incurred by the Reinsured as a
  result of the fraud of a member of the board of directors, or a corporate
  officer of the Reinsured acting individually or collectively or in collusion
  with any individual or corporation or any other organization or party
  involved in the presentation, defence, or settlement of any claim covered
  hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Recoveries from any form
  of coverage that protects the Reinsured against claims, which are the subject
  matter of this provision, shall inure to the benefit of the Reinsurer.

  
	
   

  	
   

  	
   

  
	
  LOSS IN
  EXCESS OF POLICY LIMITS:

  	
   

  	
  This Agreement shall
  protect the Reinsured in respect of any loss for which the Reinsured may be
  legally liable to pay in excess of the limit of its original Policies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, this Agreement
  shall protect the Reinsured in connection with any loss for which the
  Reinsured may be legally liable to pay in excess of the limit of its original
  Policies, such loss in excess of that limit having been incurred because of
  its failure to settle within the insurance 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 defence or in trial of any action against the
  original insured or in the preparation or prosecution of an appeal consequent
  upon such action.

  



 


5

















 


	
   

  	
   

  	
  This provision shall not
  apply where the loss has been incurred due to the fraud of a member of the
  board of directors, or a corporate officer of the Reinsured acting
  individually or collectively or in collusion with any individual or
  corporation or any other organisation or party involved in the presentation,
  defence, or settlement of any claim covered hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the purposes of this
  provision, the word “loss” shall mean any amount for which the Reinsured
  would have been contractually obligated to pay had it not been for the limit
  of an original Policy.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Recoveries from any form
  of coverage that protects the Reinsured against claims, which are the subject
  matter of this provision, shall inure to the benefit of the Reinsurer.

  
	
   

  	
   

  	
   

  
	
  OTHER
  INSURANCE:

  	
   

  	
  This Agreement applies to
  all risks net of any reinsurance ceded in accordance with the Reinsured’s
  Underwriting Guidelines.

  
	
   

  	
   

  	
   

  
	
  ERRORS
  AND OMISSIONS:

  	
   

  	
  Any inadvertent delay,
  omission, or error shall not be held to relieve either party hereto from any
  liability which would attach to it hereunder if such delay, omission or error
  had not been made, providing such omission or error is rectified upon
  discovery.

  
	
   

  	
   

  	
   

  
	
  REPORTS
  AND REMITTANCES:

  	
   

  	
  The Reinsured shall
  provide the Reinsurer with a monthly policy and premium bordereaux within
  forty five (45) days following the end of each calendar month showing:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)             The
  dollar amount of the Premium due for such month,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)          The
  dollar amount of the Ceding
  Commission for such month,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)       the dollar amount of the
  Reinsurer’s Quota Share Percentage of losses paid by the Reinsured during
  such month,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)      the amount of any
  salvages, subrogation and other recoveries received by the Reinsured during
  such month with respect to losses covered under the Policies, and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)         such policy detail as
  agreed by the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Reinsured shall pay
  the Premium to the Reinsurer within fifteen (15) days of receipt of payment
  of insurance premium.

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS
  AND ASSIGNMENT:

  	
   

  	
  This Agreement may not be
  assigned by either party without the prior written consent of the other
  party.   This Agreement may be emended

  



 


6

















 


	
   

  	
   

  	
  only by a written
  Instrument executed by each of the parties. Such duly executed amendments
  will be considered an integral part of this Agreement.

  
	
   

  	
   

  	
   

  
	
  BOOKS AND
  RECORDS:

  	
   

  	
  For as long as either
  party remains under any liability hereunder, the Reinsured shall, upon
  request by the Reinsurer, make available for inspection at any reasonable
  time by such representatives as may be authorised by the Reinsurer for that
  purpose, all information relating to business reinsured hereunder in the
  Reinsured’s possession or under its control or to which it has access under
  any agreement.

  
	
   

  	
   

  	
   

  
	
  SET OFF:

  	
   

  	
  Either party may at its
  discretion set off against any amounts due from the other party under this
  Agreement or any other agreements between the parties any amounts that are
  due and owing to the other party.

  
	
   

  	
   

  	
   

  
	
  UNDERWRITING
  GUIDELINES:

  	
   

  	
  The Reinsured agrees that
  it shall follow the underwriting guidelines set forth in Exhibit B (as
  amended from time to time) (the “Underwriting
  Guideline”). It is a condition precedent to the Reinsurer’s
  liability hereunder that the Reinsured shall not amend the Underwriting
  Guidelines or waive any provision thereof without the prior written approval
  of the Reinsurer

  
	
   

  	
   

  	
   

  
	
  MANAGING
  GENERAL AGENTS:

  	
   

  	
  The parties agree that the
  Reinsured shall not contract with any agent to underwrite or service claims
  on its behalf in respect of the Policies unless the Reinsurer shall have
  consented thereto in writing (any such agreement consented to by the
  Reinsurer, a “Managing General Agency
  Agreement”). As of the effective date of this Agreement, the
  Reinsurer consents to the Reinsured contracting with Legal & Contingency Limited (the “Agent”) on a facultative basis to
  underwrite and service claims on behalf of the Reinsured until such time, if
  any, as an Underwriting Management Agreement is entered into between the
  Agent and the Reinsured (such Managing General Agency Agreement to be subject
  to the prior written consent of the Reinsurer). Notwithstanding the
  foregoing, the Reinsured shall be solely liable for the performance and
  actions of any agent so contracted with.

  
	
   

  	
   

  	
   

  
	
  ARBITRATION:

  	
   

  	
  Any dispute, controversy,
  or claim arising out of or relating to this Policy, or the breach,
  termination or invalidity thereof, shall be finally settled by arbitration in
  Bermuda under the provisions of the Bermuda Arbitration Act of 1986, as
  amended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Either party to the
  dispute, once a claim or demand on its part has been denied or remains
  unsatisfied for a  period of
  twenty (20) calendar days by the other party, may notify the other party of
  its desire to arbitrate the matter in dispute and at the time of such
  notification the party desiring

  



 


7

















 


	
   

  	
   

  	
  arbitration shall notify
  the other party of the name of the Arbitrator nominated by it. The other
  party who has been so notified shall within fourteen calendar days thereafter
  nominate another Arbitrator and notify the party desiring arbitration of the
  name of such second Arbitrator.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The two Arbitrators
  nominated by the parties shall within fourteen calendar days after
  appointment of the second Arbitrator choose a third Arbitrator.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Arbitrators shall fix,
  on giving a reasonable notice in writing to the parties involved, a time and
  place for the heading in Bermuda and may prescribe procedural rules governing
  the course and conduct of the arbitration proceeding, including without
  limitation discovery by the parties. The Arbitrators shall, within ninety
  calendar days following the conclusion of the hearing render their decision
  on the matter or matters in dispute in writing and shall cause a copy thereof
  to be served on all parties thereto. In case the Arbitrators fail to reach a
  unanimous decision, the decision of the majority of the Arbitrators shall be
  deemed to be the decision of the Arbitrators.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each party shall bear the
  expense of its own Arbitrator. The remaining joint costs of the arbitration
  shall be borne equally by the parties to such arbitration.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The decision of the
  Arbitrators shall be final and binding upon the parties and the parties
  hereby agree to exclude any right of appeal under Section 29 of the
  Arbitration Act of 1986 against any award rendered by the Arbitrators and
  further agree to exclude any application under Section 30(1) of the
  Arbitration Act of 1986 for a determination of any question of law by the
  Supreme Court of Bermuda.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All awards of the Board of
  Arbitration may be enforced in the same manner as a judgement or order from
  the Supreme Court of Bermuda and judgement may be entered pursuant to the
  terms of the award by leave from the Supreme Court of Bermuda.

  
	
   

  	
   

  	
   

  
	
  GOVERNING
  LAW:

  	
   

  	
  This Agreement shall be
  governed by the law of Bermuda and the parties hereby submit to the
  non-exclusive jurisdiction of the Courts of Bermuda.

  
	
   

  	
   

  	
   

  
	
  THIRD
  PARTY RIGHTS:

  	
   

  	
  Nothing herein shall be
  deemed to create any obligation or to establish any right against in favor of
  any third parties or persons not parties to this Agreement.

  
	
   

  	
   

  	
   

  
	
  COUNTERPARTS:

  	
   

  	
  This Agreement may be
  executed in any number of counterparts, and by different parties hereto in
  separate counterparts, each of which when so executed and delivered shall be
  an original, but all of which shall together constitute one and the same
  instrument.

  



 


8

















 


	
  HEADINGS:

  	
   

  	
  The headings of the
  several sections and subsections of this Agreement are inserted for
  convenience only, and shall not in any way affect the meaning or construction
  of any provision of this Agreement.

  
	
   

  	
   

  	
   

  
	
  SEVERABILITY:

  	
   

  	
  To the extent that this
  Agreement may be in conflict with any applicable law or regulation, this
  Agreement shall be amended, at the mutual agreement of both the Reinsured and
  the Reinsurer, to the extent possible, to comply with such law and
  regulation. If any term or provision of this Agreement shall be found by a
  court of competent jurisdiction to be illegal or otherwise unenforceable, the
  same shall not invalidate the whole of this Agreement, but such term or
  provision shall be deemed modified to the extent necessary in the court’s
  opinion to render such term or provision enforceable, and the rights and
  obligations of the parties shall be construed and enforced accordingly
  preserving to the fullest permissible extent the intent and agreements of the
  parties set forth herein.

  
	
   

  	
   

  	
   

  
	
  CURRENCY:

  	
   

  	
  All payments by either
  party to the other under this Agreement are in Pounds Sterling.

  
	
   

  	
   

  	
   

  
	
  BROKERAGE:

  	
   

  	
  There shall be no broker
  or intermediary for this Agreement.

  
	
   

  	
   

  	
   

  
	
  NOTICES:

  	
   

  	
  Any notice required or
  permitted hereunder shall be in writing and shall be delivered personally,
  sent by facsimile transmission, sent by prepaid air courier or sent by
  certified, registered or express mail, postage prepaid. Any such notice shall
  be deemed delivered when received as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to
  the Reinsurer:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ACE Capital Re
  International Ltd.

  The ACE Building, 5th Floor

  30 Woodbourne Avenue

  Hamilton HM08, Bermuda

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mailing Address:

  
	
   

  	
   

  	
   

  	
    P.O. Box HM 1015

    Hamilton HM DX, Bermuda

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile: 441-296-3379

  Telephone: 441-296-4004

  Attn: General Counsel

  



 


9

















 


	
   

  	
   

  	
  If to the Reinsured:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACE European Markets
  Insurance Limited (London Branch)

  100 Leadenhall Street

  London EC3 A 3BP

  United Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Cannel Carmagna

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  	
  Telephone: 011 44 207 173 7000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any party may by notice
  given in accordance with this Section to the other parties designate another
  address or person for receipt of notices hereunder.

  
	
   

  	
   

  	
   

  
	
  ACCOUNTS:

  	
   

  	
  All payments shall be made to the
  accounts of the applicable party as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the Reinsured:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  To be provided

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the Reinsurer:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HSBC Bank Plc

  PO Box 181

  27-32 Poultry

  London EC2P 2BX, UK

  Swift: MIDL GB22

  



 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the effective date hereof.


 


 


	
  Issued and signed in duplicate in Bermuda.

  	
   

  
	
   

  	
   

  
	
  For and on behalf of the Reinsured:

  	
  For and on behalf of the
  Reinsured:

  
	
   

  	
   

  
	
  ACE EUROPEAN MARKETS
  INSURANCE LIMITED

  	
  ACE CAPITAL RE
  INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ James C. Hooban

  	
   

  	
  /s/ Robbin Conner

  	
   

  
	
  Name: James C. Hooban

  	
  Name: Robbin Conner

  
	
  Title: Managing Director

  	
  Title: Chief Operating Officer

  
	
  Date: August 15, 2002

  	
  Date: August 15, 2002

  
				



 


10

















 


EXHIBIT A


 


FORM OF POLICY


 


11

















 


EXHIBIT B


 


UNDERWRITING GUIDELINES


 


12

















 


SCHEDULE A


 


CALCULATION OF PREMIUM PERCENTAGE


 


The Premium Percentage is
calculated as follows:


 


	
  (A) Gross
  Premiums Written (net of cancellations & return premiums),

  	
   

  	
  100.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (B) minus, Underwriting Commission
  Payable to MGA {40% x (A)},

  	
   

  	
  (40.00

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (C) minus Profit Sharing Premium Payable to
  MGA {7.5% x (A)},

  	
   

  	
  (7.50

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (D) equals Risk Premium (A–B–C),

  	
   

  	
  52.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (E) minus Premium to Reinsured {10% x (D)},

  	
   

  	
  (5.25

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (F) equals Net to Reinsurer before Ceding
  Commission{(D) – (E)},

  	
   

  	
  47.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (G) minus Coding Commission to Reinsured {5%
  x (F)}, 

  	
   

  	
  (2.3625

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (H) equals Net to Reinsurer (or “Premium
  Percentage”)

  	
   

  	
  44.8875

  	
  %

  



 


13

















 


SPECIAL ACCEPTANCE


 


This Special Acceptance,
effective as of August 15, 2002, is made in respect of, and is subject to, the
Quota Share Reinsurance Agreement between ACE European Markets Insurance
Limited (the “Reinsured”) and ACE
Capital Re International Ltd. (“Reinsurer”) dated
August 15,  2002 (the “Reinsurance Agreement”).


 


WHEREAS,
the Reinsurance Agreement provides that “all contracts of title insurance
issued or entered into by the Reinsured during the Term which contracts are
substantially in the form of Exhibit A attached [t]hereto and underwritten by
the Reinsured substantially in accordance with the Underwriting Guidelines
attached [t]hereto as Exhibit B” shall be covered by the Reinsurer under the
terms of the Reinsurance Agreement;


 


WHEREAS,
the Reinsured desires to cede to the Reinsurer under and pursuant to the terms
of the Reinsurance Agreement certain policies which were entered into by the
Reinsured prior to inception of the Term of the Reinsurance Agreement;


 


NOW,
THEREFORE, in consideration of the above stated premises and for other good and
valuable consideration, the sufficiency of which are hereby mutually
acknowledged, the Parties hereby agree as follows:


 


1.               The Reinsured
hereby cedes to the Reinsurer the policies attached hereto in Schedule B (the “Accepted Policies”) for coverage under and
pursuant to the terms of the Reinsurance Agreement.


 


2.               The Reinsurer
hereby accepts for coverage under the Reinsurance Agreement the Accepted
Policies and waives, in respect of  such
Accepted Policies, the requirement that they have been issued or entered into
by the Reinsured during the Term.


 


All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Reinsurance Agreement.


 


This Special Acceptance may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


IN
WITNESS WHEREOF, this Special Acceptance has been executed by the following
individuals duly authorized to act on behalf of the parties on the dates set
forth below:


 


 


	
  By and on behalf of:

  	
  By and on behalf of:

  
	
   

  	
   

  
	
  ACE European Markets
  Insurance Limited

  	
  ACE Capital Re
  International Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ James C. Hooban

  	
   

  	
  /s/ Robbin Conner

  	
   

  
	
  By:

  	
  James C. Hooban

  	
  By:

  	
  Robbin Conner

  
	
  Title:

  	
  Managing Director

  	
  Title:

  	
  Chief Operating Officer

  
	
  Date: 

  	
  August 15, 2002

  	
  Date: 

  	
  August 15, 2002

  
								



 

















 


SCHEDULE B


 


ACE European Markets


 


	
  ENQ #

  	
   

  	
  CNOTE REF

  	
   

  	
  NAME OF
  INSURED

  	
   

  	
  INCEPT

  	
   

  	
  LIMIT

  	
   

  	
  GWP

  	
   

  	
  Tax

  	
   

  	
  Gross Due

  	
   

  	
  Broker

  	
   

  	
  Mat Due

  	
   

  	
  L&C

  	
   

  	
  ACE

  Total Paid

  	
   

  	
  Premium

  	
   

  	
  Tax

  	
   

  	
  ACE

  	
   

  
	
  13026

  	
   

  	
  9806048

  	
   

  	
  ?? Assurance Company Limited

  	
   

  	
  8-Dec-00

  	
   

  	
  £

  	
   8,637,500

  	
   

  	
  £

  	
   44,187.50

  	
   

  	
  £

  	
   2,208.38

  	
   

  	
  £

  	
   48,396.88

  	
   

  	
  £

  	
   6,528.18

  	
   

  	
  £

  	
   39,786.75

  	
   

  	
  £

  	
   11,047.06

  	
   

  	
  £

  	
   28,721.70

  	
   

  	
  £

  	
   26,612.30

  	
   

  	
  £

  	
   2,209.38

  	
   

  	
  X

  	
   

  
	
  15179

  	
   

  	
  9806081

  	
   

  	
  Insolvency Act

  	
   

  	
  13-Dec-00

  	
   

  	
  £

  	
   6,000,000

  	
   

  	
  £

  	
   100,000.00

  	
   

  	
  £

  	
   6,000.00

  	
   

  	
  £

  	
  105,000.00

  	
   

  	
  £

  	
   15,000.00

  	
   

  	
  £

  	
   90,000.00

  	
   

  	
  £

  	
  25,000.40

  	
   

  	
  £

  	
   54,000.00

  	
   

  	
  £

  	
   ?0,000.00

  	
   

  	
  £

  	
   5,000.00

  	
   

  	
  X

  	
   

  
	
  16041

  	
   

  	
  9806014

  	
   

  	
  ?? Properties Finance
  Limited and Tosco Stores Limited

  	
   

  	
  20-Feb-01

  	
   

  	
  £

  	
   25,837,500

  	
   

  	
  £

  	
   28,421.25

  	
   

  	
  £

  	
   1,421.06

  	
   

  	
  £

  	
   28,842.31

  	
   

  	
  £

  	
   0.00

  	
   

  	
  £

  	
   29,942.31

  	
   

  	
  £

  	
   11,306.61

  	
   

  	
  £

  	
   18,475.70

  	
   

  	
  £

  	
   17,052.75

  	
   

  	
  £

  	
   1,421.06

  	
   

  	
  X

  	
   

  
	
  15607

  	
   

  	
  9806029

  	
   

  	
  John ?? Property Business

  	
   

  	
  30-Apr-01

  	
   

  	
  £

  	
   14,400,000

  	
   

  	
  £

  	
   14,461.76

  	
   

  	
  £

  	
  723.00

  	
   

  	
  £

  	
   15,184.85

  	
   

  	
  £

  	
   0.00

  	
   

  	
  £

  	
   15,134.05

  	
   

  	
  £

  	
   ?,784.70

  	
   

  	
  £

  	
   9,400.16

  	
   

  	
  £

  	
   8,677.05

  	
   

  	
  £

  	
   723.00

  	
   

  	
   

  	
   

  
	
  16381

  	
   

  	
  9806038

  	
   

  	
  The Secretary of state for
  Health

  	
   

  	
  26-Apr-01

  	
   

  	
  £

  	
   10,000,000

  	
   

  	
  £

  	
   100,000.00

  	
   

  	
  £

  	
   6,000.00

  	
   

  	
  £

  	
   6105,000.00

  	
   

  	
  £

  	
   0.00

  	
   

  	
  £

  	
   105,000.00

  	
   

  	
  £

  	
   40,000.00

  	
   

  	
  £

  	
   85,000.00

  	
   

  	
  £

  	
   ?0,000.00

  	
   

  	
  £

  	
   ?,000.00

  	
   

  	
   

  	
   

  
	
  10420

  	
   

  	
  9800001

  	
   

  	
  ?? Properties Limited

  	
   

  	
  6-Oct-98

  	
   

  	
  £

  	
   4,600,000

  	
   

  	
  £

  	
   4,000.00

  	
   

  	
  £

  	
   0.00

  	
   

  	
  £

  	
   4,000.00

  	
   

  	
  £

  	
  ?0.00

  	
   

  	
  £

  	
   3,400.00

  	
   

  	
  £

  	
   1,000.02

  	
   

  	
  £

  	
   2,399.98

  	
   

  	
  £

  	
   2,400.00

  	
   

  	
  £

  	
   0.00

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £

  	
   69,575,000

  	
   

  	
  £

  	
   2914,071

  	
   

  	
  £

  	
   14,354

  	
   

  	
  £

  	
   305,424

  	
   

  	
  £

  	
   22,228

  	
   

  	
  £

  	
   283,198

  	
   

  	
  £

  	
   94,199

  	
   

  	
  £

  	
   188,997

  	
   

  	
  £

  	
   174,642

  	
   

  	
  £

  	
   14,354