Exhibit
10.44


 


Catastrophe
Workers’ Compensation


Reinsurance
Contract

Effective: January 1, 2003


 


issued to


 


AmCOMP Preferred
Insurance Company


North Palm Beach, Florida

AmCOMP Assurance Corporation


North Palm Beach, Florida


and


any and all insurance
companies which are now or

hereafter come under the same ownership or management as the


AmCOMP Group

North Palm Beach, Florida


 


 





 





















 


Table of
Contents


 


	
  Article

  	
   

  	
   

  	
  Page

  
	
  I

  	
   

  	
  Classes of Business Reinsured

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Term

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Special Termination

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Territory (BRMA 51A)

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Exclusions

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  VI

  	
   

  	
  Retention and Limit

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  VII

  	
   

  	
  Reinstatement

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  VIII

  	
   

  	
  Definitions

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  IX

  	
   

  	
  Other Reinsurance

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  Claims

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  XI

  	
   

  	
  Commutation

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  XII

  	
   

  	
  Subrogation

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XIII

  	
   

  	
  Premium

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XIV

  	
   

  	
  Late Payments

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  XV

  	
   

  	
  Offset (BRMA 36C)

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  XVI

  	
   

  	
  Access to Records (BRMA 1D)

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  XVII

  	
   

  	
  Liability of the Reinsurer

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  XVIII

  	
   

  	
  Net Retained Lines (BRMA
  32E)

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  XIX

  	
   

  	
  Errors and Omissions

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  XX

  	
   

  	
  Currency (BRMA 12A)

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  XXI

  	
   

  	
  Taxes (BRMA 50B)

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  XXII

  	
   

  	
  Federal Excise Tax (BRMA
  17A)

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIII

  	
   

  	
  Unauthorized Reinsurers

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  XXIV

  	
   

  	
  Insolvency

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  XXV

  	
   

  	
  Arbitration

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  XXVI

  	
   

  	
  Service of Suit (BRMA 49C)

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  XXVII

  	
   

  	
  Agency Agreement

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  XXVIII

  	
   

  	
  Intermediary (BRMA 23A)

  	
  20

  



 





















 


Catastrophe
Workers’ Compensation


Reinsurance
Contract

Effective: January 1, 2003


 


issued to


 


AmCOMP Preferred
Insurance Company


North Palm Beach, Florida


AmCOMP Assurance
Corporation


North Palm Beach, Florida


and


any and all insurance
companies which are now or


hereafter come under the
same ownership or management as the


AmCOMP Group


North Palm Beach, Florida


(hereinafter
referred to collectively as the “Company”)


 


by


 


The Subscribing
Reinsurer(s) Executing the


Interests and Liabilities
Agreement(s)


Attached Hereto


(hereinafter
referred to as the “Reinsurer”)


 


Article I - Classes
of Business Reinsured


 


By this Contract the
Reinsurer agrees to reinsure the excess liability which may accrue to the
Company under its policies, contracts and binders of insurance or reinsurance
(hereinafter called “policies”) in force at the effective date hereof or issued
or renewed on or after that date, and classified by the Company as Workers’
Compensation and Employers Liability business, subject to the terms, conditions
and limitations set forth herein and in Schedule A attached to and forming
part of this Contract.


 


Article II - Term


 


A.           This Contract shall become effective on
January 1, 2003, with respect to losses arising out of occurrences
commencing on or after that date, and shall remain in force until
December 31, 2003, both days inclusive.


 


B.             Unless otherwise mutually agreed, the Reinsurer shall
have no liability for losses arising out of occurrences commencing after the
effective date of termination.


 


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C.             Notwithstanding the provisions above, in the event
that any policy subject to this Contract is required by statute, regulation or
by order of an insurance department to be continued in force, the Reinsurer
agrees to extend reinsurance coverage hereunder following the expiration of
this Contract with respect to such policy until the first date that the Company
may lawfully non-renew, cancel or terminate such policy, whether or not the
Company actually does non-renew, cancel or terminate such policy.


 


D.            Seven years after the expiration of this Contract, the
Company shall advise the Reinsurer of any outstanding claims and/or occurrences
(each hereinafter referred to as a “claim”) arising during the term hereof,
which have not been finally settled and which may cause a recovery under this
Contract, and no liability shall attach hereunder for any claim not reported to
the Reinsurer within this seven year period.


 


Article III
- Special Termination


 


Notwithstanding the
provisions of Article II above, the Company may terminate a Subscribing
Reinsurer’s percentage share in this Contract by giving not less than 90 days
prior written notice to the Subscribing Reinsurer in the event any of the
following circumstances occur:


 


1.               The Subscribing Reinsurer’s policyholders’ surplus at
the inception of this Contract has been reduced by more than 20.0% of the
amount of surplus 12 months prior to that date; or


 


2.               The Subscribing Reinsurer’s policyholders’ surplus at
any time during the term of this Contract has been reduced by more than 20.0%
of the amount of surplus at the date of the Subscribing Reinsurer’s most recent
financial statement filed with regulatory authorities and available to the
public as of the inception of this Contract; or


 


3.               The Subscribing Reinsurer’s A.M. Best’s rating
has been assigned or downgraded below A- and/or Standard and Poor’s rating has
been assigned or downgraded below BBB+; or


 


4.               The Subscribing Reinsurer has become merged with,
acquired by or controlled by any other company, corporation or individual(s)
not controlling the Subscribing Reinsurer’s operations previously; or


 


5.               A State Insurance Department or other legal authority
has ordered the Subscribing Reinsurer to cease writing business; or


 


6.               The Subscribing Reinsurer has become insolvent or has
been placed into liquidation or receivership (whether voluntary or involuntary)
or proceedings have been instituted against the Subscribing Reinsurer for the
appointment of a receiver, liquidator, rehabilitator, conservator or trustee in
bankruptcy, or other agent known by whatever name, to take possession of its
assets or control of its operations; or


 


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7.               The Subscribing Reinsurer has ceased assuming new and
renewal treaty reinsurance business.


 


Article IV
- Territory (BRMA 51A)


 


The territorial limits of this Contract shall be identical with those
of the Company’s policies.


 


Article V - Exclusions


 


A.           This Contract does not apply to and specifically
excludes the following:


 


1.               Reinsurance assumed by the Company under obligatory
reinsurance agreements, except:


 


a.               Agency reinsurance where the policies involved are to
be reunderwritten in accordance with the underwriting standards of the Company
and reissued as Company policies at the next anniversary or expiration date;


 


b.              Intercompany reinsurance between any of the reinsured
companies under this Contract.


 


2.     Ex-gratia payments.


 


3.               Risks subject to a deductible in excess of $25,000, or
a self-insured retention excess of $25,000, unless such deductible or
self-insured retention is otherwise mandated by statute or regulatory
authority.


 


4.               Nuclear risks as defined in the “Nuclear Incident
Exclusion Clause - Liability - Reinsurance (U.S.A.)” and the “Nuclear Incident
Exclusion Clause - Liability - Reinsurance (Canada)” and loss or liability
defined in the “Nuclear Incident Exclusion Clause - Reinsurance - No. 4”
attached to and forming part of this Contract.


 


5.               Pollution liability coverages excluded under the
provisions of the “Pollution Exclusion Clause - General Liability - Reinsurance
(BRMA 39C)” attached to and forming part of this Contract.


 


6.               Liability as a member, subscriber or reinsurer of any
Pool, Syndicate or Association, but this exclusion shall not apply to Assigned
Risk Plans or similar state-mandated plans.


 


7.               All liability of the Company arising by contract,
operation of law, or otherwise, from its participation or membership, whether
voluntary or involuntary, in any insolvency fund. “Insolvency fund” includes
any guaranty fund, insolvency fund, plan, pool,


 


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association, fund or
other arrangement, however denominated, established or governed, which provides
for any assessment of or payment or assumption by the Company of part or all of
any claim, debt, charge, fee or other obligation of an insurer, or its
successors or assigns, which has been declared by any competent authority to be
insolvent, or which is otherwise deemed unable to meet any claim, debt, charge,
fee or other obligation in whole or in part.


 


8.               Loss or liability as excluded in the “War Risk
Exclusion Clause (Reinsurance)” attached to and forming part of this Contract.


 


9.               Operation under the jurisdiction of the U.S. Longshore
and Harbor Workers’ Compensation Act, the Jones Act and the Maritime Employers
Liability Act, except for incidental exposures (i.e., 10% or less of the
insured’s payroll).


 


10.         Operations employing the process of nuclear fission or
fusion or handling of radioactive material, which operations include but are
not limited to:


 


a.               The use of nuclear reactors such as atomic piles,
particle accelerators or generators; or


 


b.              The use, handling or transportation of radioactive
materials, or the use, handling or transportation of any weapon of war or explosive
device employing nuclear fission or fusion.


 


However, subparagraphs a
and b above shall not apply to:


 


i.                  The exclusive use of particle accelerators
incidental to ordinary industrial or education research pursuits, or


 


ii.               The exclusive use, handling or transportation of
radioisotopes for medical or industrial use, or to radium or radium compounds.


 


11.   Operation of docks or wharves as related to
port authorities.


 


12.   The manufacturing, mining, refining,
processing, distribution, installation, removal or encapsulment of asbestos.


 


13.   Risks involving known exposure to the
following substances:


 


a.               Dioxin;


 


b.              Polychlorinated biphenols;


 


c.               Asbestos.


 


14.   All railway operations except sidetrack
agreements.


 


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15.         Amusement parks, carnivals or circuses. This exclusion
shall not apply to miniature golf courses or driving range operations.


 


16.         Subaquaeous operations.


 


17.         Underground mining; however, this exclusion shall not
be construed to apply to open pit-quarrying or “surface mining” operations.


 


18.         Blasting operations.


 


19.         Demolition of buildings or structures in excess of
five stories.


 


20.         Shoring, underpinning or moving of buildings or
structures.


 


21.         Erection or repair of scaffolds if 10.0% or more of
the insured’s annual remuneration is attributed to NCCI Class Code 9529.


 


22.         Construction of tunnels or dams.


 


23.         Fireworks, fuses, or any explosive substance (as
defined below) as follows:


 


a.               Manufacturers or importers of such items;


 


b.              Loading of such items into containers for use as
explosive objects, propellant charges or detonation devices and the storage
thereof;


 


c.               Manufacturers or importers of any product in which
such items are an ingredient;


 


d.              Handling, storage, transportation or use of such
items.


 


“Explosive substance” is
defined as any substance manufactured for the express purpose of exploding as
differentiated from commodities used industrially and which are only
incidentally explosive.


 


24.         Onshore and offshore gas and oil drilling operations.


 


25.         Operations where principal business includes the use
of any owned or unowned aircraft, or any device or machine intended for and/or
aiding in the achievement of atmospheric flight, projection or orbit, for
flight, and/or the ownership or operation of any airport. This exclusion shall
not apply where exposure is incidental (i.e., constitutes 10.0% or less of the
insured’s payroll) to the principal business operations and the aircraft
contains eight seats or fewer.


 


26.         Municipal law enforcement organizations and municipal
fire fighting organizations, whether professional or voluntary.


 


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27.         Logging or forestry
operations.


 


28.         Professional employment
organizations (PEO’s).


 


29.         Professional sports teams.


 


30.         Operations where the
principal business of the risk is manufacturing, production, distribution,
refining or storage of natural or artificial fuel, gas, butane, propane,
liquefied petroleum gases or gasoline. This exclusion shall not apply to any
risk whose principal business operations are any of the following:


 


a.               Retail gasoline service station, either full or self
service;


 


b.              Convenience store with gasoline sales with its
petroleum gas and/or storage tanks located below ground.


 


31.         Notwithstanding any provision to the contrary within
this Contract or any amendment thereto, loss, damage, cost or expense directly
or indirectly caused by, contributed to by, resulting from or arising out of or
in connection with any “act of terrorism” as defined in the Terrorism Risk
Insurance Act of 2002 (the “Act”), regardless of any other cause or event
contributing concurrently or in any sequence to the loss.


 


Notwithstanding the above
and subject otherwise to the terms, conditions and limitations of this
Contract, this Contract will pay actual loss or damage caused by any act of
terrorism which does not meet the definition of “act of terrorism” set forth in
the Act, provided in no event will this Contract provide coverage for loss,
damage, cost or expense directly or indirectly caused by, contributed to by,
resulting from, or arising out of or in connection with biological, chemical or
nuclear explosion, pollution, contamination and/or fire following thereon.


 


B.             In the event the Company is inadvertently bound on any
risk which is excluded under subparagraph 9 or subparagraphs 14 through 30 of
paragraph A above, the reinsurance provided under this Contract shall apply on
such risk until discovery by the Company of the existence of such risk and for 30
days thereafter, or unless otherwise mandated by statute or regulatory
authority. Coverage shall cease after such time, unless the Company has
received from the Reinsurer written notice of its approval of such risk within
30 days.


 


C.             Notwithstanding the foregoing, any reinsurance falling
within the scope of one or more of the exclusions set forth above that is
specially accepted by the Reinsurer from the Company shall be covered under
this Contract and subject to all of the terms and conditions hereof, except as
such terms are modified by the special acceptance. In the event a reinsurer
becomes a party to this Contract subsequent to one or more special acceptances
hereunder, the new reinsurer shall automatically accept such special
acceptance(s) as being covered hereunder.


 


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Article VI - Retention and
Limit


 


A.           The Company shall retain and be liable for the first
$10,000,000 of ultimate net loss (regardless of the combination of classes of
business, number of policies or number of insureds involved) arising out of
each occurrence. The Reinsurer shall then be liable for the amount by which
such ultimate net loss exceeds the Company’s retention, but the liability of
the Reinsurer shall not exceed $10,000,000 as respects any one occurrence.


 


B.             The Company’s ultimate net loss, for the purpose of
this Contract, shall be deemed to be a maximum of $5,000,000 any one life from
the ground up.


 


Article VII - Reinstatement


 


A.           In the event all or any portion of the reinsurance
hereunder is exhausted by loss, the amount so exhausted shall be reinstated
immediately from the time the occurrence commences hereon. For each amount so
reinstated the Company agrees to pay additional premium equal to the product of
the following:


 


1.               The percentage of the occurrence limit reinstated
(based on the loss paid by the Reinsurer); times


 


2.               The earned reinsurance premium for the term of this
Contract (exclusive of reinstatement premium).


 


B.             Whenever the Company requests payment by the Re
insurer of any loss, the Company shall submit a statement to the Reinsurer of
reinstatement premium due the Reinsurer. If the earned reinsurance premium for
the term of this Contract has not been finally determined as of the date of any
such statement, the calculation of reinstatement premium due shall be based on
the annual deposit premium and shall be readjusted when the earned reinsurance
premium for the term of this Contract has been finally determined. Any
reinstatement premium shown to be due the Reinsurer as reflected by any such
statement (less prior payments, if any) shall be payable by the Company
concurrently with payment by the Reinsurer of the requested loss. Any return
reinstatement premium shown to be due the Company shall be remitted by the
Reinsurer as promptly as possible after receipt and verification of the
Company’s statement.


 


C.             Notwithstanding anything stated herein, the liability
of the Reinsurer shall not exceed $10,000,000 as respects loss or losses
arising out of any one occurrence, nor shall it exceed $20,000,000 in all
during the term of this Contract.


 


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Article VIII - Definitions


 


A,           “Ultimate net loss” as used herein is defined as the
sum or sums (including loss in excess of policy limits, extra contractual
obligations and any loss adjustment expense, as hereinafter defined) paid or
payable by the Company in settlement of claims and in satisfaction of judgments
rendered on account of such claims, after deduction of all recoveries from
subrogation, all recoveries and all claims on inuring insurance or reinsurance,
whether collectible or not. Nothing herein shall be construed to mean that
losses under this Contract are not recoverable until the Company’s ultimate net
loss has been ascertained.


 


B.             “Loss in excess of policy limits” and “extra
contractual obligations” as used herein shall be defined as follows:


 


1.               “Loss in excess of policy limits” shall mean 90.0% of
any amount paid or payable by the Company in excess of its policy limits, but
otherwise within the terms of its policy, such loss in excess of the Company’s
policy limits having been incurred because of, but not limited to, failure by
the Company to settle within the policy limits or by reason of the Company’s
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 an action
against its insured or reinsured or in the preparation or prosecution of an
appeal consequent upon such an action.


 


2.               “Extra contractual obligations” shall mean 90.0% of
any punitive, exemplary, compensatory or consequential damages paid or payable
by the Company, not covered by any other provision of this Contract and which
arise from the handling of any claim on business subject to this Contract, such
liabilities arising because of, but not limited to, failure by the Company to
settle within the policy limits or by reason of the Company’s 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 an action against its insured or
reinsured or in the preparation or prosecution of an appeal consequent upon
such an action. An extra contractual obligation shall be deemed, in all
circumstances, to have occurred on the same date as the loss covered or alleged
to be covered under the policy.


 


Notwithstanding anything
stated herein, this Contract shall not apply to any loss in excess of policy
limits or any extra contractual obligation incurred by the Company as a result
of any fraudulent and/or criminal act by any officer or director of the Company
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.


 


If any provision of this
paragraph B shall be rendered illegal or unenforceable by the laws, regulations
or public policy of any state, such provision shall be considered void in such
state, but this shall not affect the validity or enforceability of any other
provision of this Contract or the enforceability of such provision in any other
jurisdiction.


 


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C.             “Occurrence” as used herein is defined as an accident
or occurrence or a series of accidents or occurrences arising out of or caused
by one event, whether involving one or more of the Company’s policies, except
that:


 


1.               As respects Workers’ Compensation policies, each
occupational or industrial disease or cumulative injury case contracted by an
employee of an insured shall be deemed to have been caused by a separate
occurrence commencing on:


 


a.               The date of disability for which compensation is
payable if the case is compensable under the Workers’ Compensation Law;


 


b.              The date disability due to the disease actually began
if the case is not compensable under the Workers’ Compensation Law; or


 


c.               The date of cessation of employment if claim is made
after employment has ceased.


 


2.               Notwithstanding the provisions of subparagraph 1
above, as respects losses resulting from occupational disease and cumulative
trauma suffered by employees of an insured for which the employer is liable as
a result of a sudden and accidental event not exceeding 48 hours in duration,
all such losses shall be considered one occurrence and may be combined with
losses not classified as occupational disease or cumulative trauma which arise
out of the same event and the combination of such losses shall be considered as
one occurrence within the meaning hereof.


 


3.               Notwithstanding the foregoing, the following shall
apply to occurrences involving natural disasters:


 


a.               An occurrence shall be limited to damage, injury or
loss arising out of a natural disaster during any continuous 168 hour period.


 


b.              The Company may choose the date and time when such 168
hour period commences and if the occurrence is of greater duration than 168
hours, the Company may divide such occurrence into two or more occurrences,
provided no two periods overlap and provided no period commences earlier than
the date and time of the first loss to the Company in such occurrence.


 


c.               “Natural disaster” shall mean loss caused by the
perils of tornado, cyclone, windstorm, hurricane and hail arising from the same
atmospheric disturbance; earthquake, including ensuing fire, landslide,
mudslide, flood, tidal wave; volcanic eruptions; flood; tides; tidal wave;
landslide/mudslide; and meteors.


 


D.            “Occupational or industrial disease” shall mean any
abnormal condition that fulfills all of the following conditions:


 


9





















 


1.               It is not traceable to a definite compensable accident
occurring during the employee’s present or past employment; and


 


2.               It has been caused by exposure to a disease producing
agent or agents present in the workers’ occupational environment; and


 


3.               It has resulted in a disability or death.


 


E.              “Cumulative injury” is any injury that fulfills all of
the following conditions:


 


1.               It is not traceable to a definite compensable accident
occurring during the employee’s present or past employment; and


 


2.               It has occurred from, and has been aggravated by, a
repetitive employment-related activity; and


 


3.               It has resulted in a disability or death.


 


F.              “Loss adjustment expense” as used herein shall mean
expenses assignable to the investigation, appraisal, adjustment, settlement,
litigation, defense and/or appeal of specific claims, regardless of how such
expenses are classified for statutory reporting purposes. Loss adjustment expense
shall include, but not be limited to, interest on judgments, expenses of
outside adjusters and claims-specific declaratory judgment expenses or other
legal expenses and costs incurred in connection with coverage questions and
legal actions connected thereto, but shall not include office expenses or
salaries of the Company’s regular employees other than medical management
personnel whose cost the Company will bill to specific cases on a time and
expense basis.


 


Article IX
- Other Reinsurance


 


A.           The Company shall be permitted to carry facultative
reinsurance, recoveries under which shall inure to the benefit of this
Contract.


 


B.             The Company shall be permitted to carry underlying
excess of loss reinsurance and quota share reinsurance, recoveries under which
shall inure solely to the benefit of the Company and be entirely disregarded in
applying all of the provisions of this Contract.


 


Article X - Claims


 


A.           Whenever a claim is reserved by the Company for an
amount greater than $500,000 hereunder and/or whenever a claim appears likely
to result in a claim under this Contract, the Company shall notify the
Reinsurer. Further, the Company shall notify the Reinsurer whenever a claim
involves a fatality, amputation, spinal cord damage, brain damage, blindness,
extensive burns or multiple fractures, regardless of liability, including all


 


10





















 


subsequent developments,
if the policy limits or statutory benefits applicable to the claim are greater
than the Company’s retention hereunder. The Reinsurer shall have the right to
participate, at its own expense, in the defense of any claim or suit or
proceeding involving this reinsurance.


 


B.             All claim settlements made by the Company, provided
they are within the terms of this Contract, shall be binding upon the
Reinsurer, and the Reinsurer agrees to pay all amounts for which it may be
liable upon receipt of reasonable evidence of the amount paid by the Company.


 


Article XI - Commutation


 


A.           Either the Company or the Reinsurer may request
commutation of that portion of any excess loss hereunder represented by any
outstanding claim or claims after seven years from the date of an occurrence.
If both parties desire to commute a claim or claims, then within 60 days after
such agreement, the Company shall submit a statement of valuation of the
outstanding claim or claims showing the elements considered reasonable to
establish the ultimate net loss and the Reinsurer shall pay the amount
requested. Commutation of loss will be calculated on the present value of the
loss within the layer of coverage.


 


B.             If agreement, as outlined in the paragraph above,
cannot be reached, the effort can be abandoned or, alternately, the Company and
the Reinsurer may mutually appoint an actuary or appraiser to investigate,
determine and capitalize such claim or claims. If both parties then agree, the
Reinsurer shall pay its proportion of the amount so determined to be the
capitalized value of such claim or claims.


 


C.             If the parties, as outlined in the paragraphs above,
fail to agree, they may abandon the effort or they may agree to settle any
difference using a panel of three actuaries, one to be chosen by each party and
the third by the two so chosen. If either party refuses or neglects to appoint
an actuary within 60 days, the other party may appoint two actuaries. If the
two actuaries fail to agree on the selection of a third actuary within 60 days
of their appointment, each of them shall name two, of whom the other shall
decline one and the decision shall be made by drawing lots. All the actuaries
shall be regularly engaged in the valuation of Workers’ Compensation claims and
shall be Fellows of the Casualty Actuarial Society or Members of the American
Academy of Actuaries. None of the actuaries shall be under the control of
either party to this Contract.


 


D.            Each party shall submit its case to its actuary within
60 days of the appointment of the third actuary. The decision in writing of any
two actuaries, when filed with the parties hereto, shall be final and binding
on both parties. The expense of the actuaries and of the commutation shall be
equally divided between the two parties. Said commutation shall take place in
North Palm Beach, Florida, unless some other place is mutually agreed upon by
the Company and the Reinsurer.


 


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Article XII - Subrogation


 


The Reinsurer shall be credited with recoveries from subrogation (i.e.,
reimbursement obtained or recovery made by the Company, less the actual cost,
excluding salaries of officials and employees of the Company and sums paid to
attorneys as retainer, of obtaining such reimbursement or making such recovery)
on account of claims and settlements involving reinsurance hereunder.
Recoveries therefrom shall always be used to reimburse the excess carriers in
the reverse order of their priority according to their participation before
being used in any way to reimburse the Company for its primary loss. The
Company hereby agrees to enforce its rights to subrogation relating to any
loss, a part of which loss was sustained by the Reinsurer, and to prosecute all
claims arising out of such rights.


 


Article XIII - Premium


 


A.           As premium for the reinsurance provided hereunder, the
Company shall pay the Reinsurer 0.40% of its net earned premium for the term of
this Contract, subject to a minimum premium of $694,400 (or a pro rata portion
thereof if this Contract is terminated prior to December 31, 2003).


 


B.             The Company shall pay the Reinsurer an annual deposit
premium of $868,000, in four equal installments of $217,000 on January 1,
April 1, July 1 and October 1 of 2003. However, no deposit
premium installments shall be due after the effective date of termination.


 


C.             Within 60 days following the termination or expiration
of this Contract and within 60 days following the 12-month period thereafter,
the Company shall provide a report to the Reinsurer setting forth the premium
due hereunder for the term of this Contract, computed in accordance with
paragraph A, and any additional premium due the Reinsurer or return premium due
the Company shall be remitted promptly. If the premium so computed is less than
the previously paid, but more than the minimum premium, the balance shall be
refunded by the Reinsurer to the Company within 30 days of the report.


 


D.            “Net earned premium” as used herein is defined as the
Company’s gross earned premium for the classes of business subject to this
Contract, adjusted for experience modification, discounts, credits, surcharges,
expense constants and deductible credits, plus or minus the Reinsurer’s pro
rata share of any premium arising from audit adjustments, minus cancellation
and return premium, minus premiums paid for facultative reinsurance which
inures to the benefit of this Contract.


 


Article XIV - Late Payments


 


A.           The provisions of this Article shall not be
implemented unless specifically invoked, in writing, by one of the parties to
this Contract.


 


12





















 


B.             In the event any premium, loss or other payment due
either party is not received by the intermediary named Article XXVII
(hereinafter referred to as the “Intermediary”) by the payment due date, the
party to whom payment is due may, by notifying the Intermediary in writing,
require the debtor party to pay, and the debtor party agrees to pay, an
interest penalty on the amount past due calculated for each such payment on the
last business day of each month as follows:


 


1.               The number of full days which have expired since the
due date or the last monthly calculation, whichever the lesser, times


 


2.               l/365ths of the six-month United States Treasury Bill
rate as quoted in The Wall Street Journal on
the first business day of the month for which the calculation is made; times


 


3.               The amount past due, including accrued interest.


 


It is agreed that
interest shall accumulate until payment of the original amount due plus
interest penalties have been received by the Intermediary.


 


C.             The establishment of the due date shall, for purposes
of this Article, be determined as follows:


 


1.               As respects the payment of routine deposits and
premiums due the Reinsurer, the due date shall be as provided for in the
applicable section of this Contract. In the event a due date is not
specifically stated for a given payment, it shall be deemed due 30 days after
the date of transmittal by the Intermediary of the initial billing for each
such payment.


 


2.               Any claim or loss payment due the Company hereunder
shall be deemed due 30 business days after the proof of loss or demand for payment
is transmitted to the Reinsurer. If such loss or claim payment is not received
within the 30 days, interest will accrue on the payment or amount overdue in
accordance with paragraph B above, from the date the proof of loss or demand
for payment was transmitted to the Reinsurer.


 


3.               As respects any payment, adjustment or return due
either party not otherwise provided for in subparagraphs 1 and 2 above, the due
date shall be as provided for in the applicable section of this Contract.
In the event a due date is not specifically stated for a given payment, it
shall be deemed due 30 business days following transmittal of written
notification that the provisions of this Article have been invoked.


 


For purposes of interest
calculations only, amounts due hereunder shall be deemed paid upon receipt by
the Intermediary.


 


D.            Nothing herein shall be construed as limiting or
prohibiting a subscribing reinsurer from contesting the validity of any claim,
or from participating in the defense of any claim or suit, or prohibiting
either parry from contesting the validity of any payment or from initiating any


 


13





















 


arbitration or other
proceeding in accordance with the provisions of this Contract. If the debtor
party prevails in an arbitration or other proceeding, then any interest
penalties due hereunder on the amount in dispute shall be null and void. If the
debtor party loses in such proceeding, then the interest penalty on the amount
determined to be due hereunder shall be calculated in accordance with the
provisions set forth above unless otherwise determined by such proceedings. If
a debtor party advances payment of any amount it is contesting, and proves to
be correct in its contestation, either in whole or in part, the other party
shall reimburse the debtor party for any such excess payment made plus interest
on the excess amount calculated in accordance with this Article.


 


E.              Interest penalties arising out of the application of
this Article that are $1,000 or less from any party shall be waived unless
there is a pattern of late payments consisting of three or more items over the
course of any 12-month period.


 


Article XV - Offset (BRMA 36C)


 


The Company and the Reinsurer shall have the right to offset any
balance or amounts due from one party to the other under the terms of this
Contract. The party asserting the right of offset may exercise such right any
time whether the balances due are on account of premiums or losses or
otherwise.


 


Article XVI
- Access to Records (BRMA 1D)


 


The Reinsurer or its designated representatives shall have access at
any reasonable time to all records of the Company which pertain in any way to
this reinsurance.


 


Article XVII
- Liability of the Reinsurer


 


A.           The liability of the Reinsurer shall follow that of
the Company in every case and be subject in all respects to all the general and
specific stipulations, clauses, waivers and modifications of the Company’s
policies and any endorsements thereon. However, in no event shall this be
construed in any way to provide coverage outside the terms and conditions set
forth in this Contract.


 


B.             Nothing herein shall in any manner create any
obligations or establish any rights against the Reinsurer in favor of any third
party or any persons not parties to this Contract.


 


Article XVIII
- Net Retained Lines (BRMA 32E)


 


A.           This Contract applies only to that portion of any
policy which the Company retains net for its own account (prior to deduction of
any underlying reinsurance specifically permitted in this Contract), and in
calculating the amount of any loss hereunder and also in computing


 


14





















 


the amount or amounts in
excess of which this Contract attaches, only loss or losses in respect of that
portion of any policy which the Company retains net for its own account shall
be included.


 


B.             The amount of the Reinsurer’s liability hereunder in
respect of any loss or losses shall not be increased by reason of the inability
of the Company to collect from any other reinsurer(s), whether specific or
general, any amounts which may have become due from such reinsurer(s), whether
such inability arises from the insolvency of such other reinsurer(s) or
otherwise.


 


Article XIX
- Errors and Omissions


 


Except as provided in paragraph E of Article II, inadvertent
delays, errors or omissions made in connection with this Contract or any
transaction hereunder shall not relieve either party from any liability which
would have attached had such delay, error or omission not occurred, provided
always that such error or omission is rectified as soon as possible after
discovery.


 


Article XX
- Currency (BRMA 12A)


 


A.           Whenever the word “Dollars” or the “$” sign appears in
this Contract, they shall be construed to mean United States Dollars and all
transactions under this Contract shall be in United States Dollars.


 


B.             Amounts paid or received by the Company in any other
currency shall be converted to United States Dollars at the rate of exchange at
the date such transaction is entered on the books of the Company.


 


Article XXI - Taxes (BRMA 50B)


 


In consideration of the terms under which this Contract is issued, the
Company will not claim a deduction in respect of the premium hereon when making
tax returns, other than income or profits tax returns, to any state or
territory of the United States of America or the District of Columbia.


 


Article XXII
- Federal Excise Tax (BRMA 17A)


 


(Applicable to those
reinsurers, excepting Underwriters at Lloyd’s London and other reinsurers
exempt from Federal Excise Tax, who are domiciled outside the United States of
America.)


 


A.           The Reinsurer has agreed to allow for the purpose of
paying the Federal Excise Tax the applicable percentage of the premium payable
hereon (as imposed under Section 4371 of the Internal Revenue Code) to the
extent such premium is subject to the Federal Excise Tax.


 


15





















 


B.             In the event of any return of premium becoming due
hereunder the Reinsurer will deduct the applicable percentage from the return
premium payable hereon and the Company or its agent should take steps to
recover the tax from the United States Government.


 


Article XXIII - Unauthorized Reinsurers


 


(Applies only to a reinsurer who does not qualify for full credit with
any insurance regulatory authority having jurisdiction over the Company’s
reserves, or which is or becomes rated B++ or lower by A.M. Best or rated
BBB or lower by Standard & Poor’s)


 


A.           As regards policies or bonds issued by the Company
coming within the scope of this Contract, the Company agrees that when it shall
file with the insurance regulatory authority or set up on its books reserves
for unearned premium (includes deposit premiums paid in excess of ceded
premiums earned by the Reinsurer) losses covered hereunder which it shall be
required by law to set up, it will forward to the Reinsurer a statement showing
the proportion of such reserves which is applicable to the Reinsurer. The
Reinsurer hereby agrees to fund such reserves in respect of known outstanding
losses that have been reported to the Reinsurer and allocated loss adjustment
expense relating thereto, losses and allocated loss adjustment expense paid by
the Company but not recovered from the Reinsurer, plus reserves for losses and
allocated loss adjustment expenses incurred but not reported, as shown in the
statement prepared by the Company (hereinafter referred to as “Reinsurer’s
Obligations”) by funds withheld, cash advances or a Letter of Credit. The
Reinsurer shall have the option of determining the method of funding provided
it is acceptable to the insurance regulatory authorities having jurisdiction
over the Company’s reserves.


 


B.             When funding by a Letter of Credit, the Reinsurer
agrees to apply for and secure timely delivery to the Company of a clean,
irrevocable and unconditional Letter of Credit issued by a bank meeting the
NAIC Securities Valuation Office credit standards for issuers of Letters of
Credit and containing provisions acceptable to the insurance regulatory
authorities having jurisdiction over the Company’s reserves in an amount equal
to the Reinsurer’s proportion of said reserves. Such Letter of Credit shall be
issued for a period of not less than one year, and shall contain an “evergreen”
clause, which automatically extends the term for one year from its date of
expiration or any future expiration date unless 30 days (60 days where required
by insurance regulatory authorities) prior to any expiration date the issuing
bank shall notify the Company by certified or registered mail that the issuing
bank elects not to consider the Letter of Credit extended for any additional
period.


 


C.             The Reinsurer and Company agree that the Letters of
Credit provided by the Reinsurer pursuant to the provisions of this Contract
may be drawn upon at any time, notwithstanding any other provision of this
Contract, and be utilized by the Company or any successor, by operation of law,
of the Company including, without limitation, any liquidator, rehabilitator,
receiver or conservator of the Company for the following purposes, unless
otherwise provided for in a separate Trust Agreement:


 


16





















 


1.               To reimburse the Company for the Reinsurer’s
Obligations, the payment of which is due under the terms of this Contract and
which has not been otherwise paid;


 


2.               To make refund of any sum which is in excess of the
actual amount required to pay the Reinsurer’s Obligations under this Contract,
if so requested by the Reinsurer;


 


3.               To fund an account with the Company for the Reinsurer’s
Obligations. Such cash deposit shall be held in an interest bearing account
separate from the Company’s other assets, and interest thereon not in excess of
the prime rate shall accrue to the benefit of the Reinsurer;


 


4.               To pay the Reinsurer’s share of any other amounts the
Company claims are due under this Contract.


 


In the event the amount
drawn by the Company on any Letter of Credit is in excess of the actual amount
required for subparagraphs 1 or 3, or in the case of subparagraph 4, the actual
amount determined to be due, the Company shall promptly return to the Reinsurer
the excess amount so drawn. All of the foregoing shall be applied without
diminution because of insolvency on the part of the Company or the Reinsurer.


 


D.            The issuing bank shall have no responsibility
whatsoever in connection with the propriety of withdrawals made by the Company
or the disposition of funds withdrawn, except to ensure that withdrawals are
made only upon the order of properly authorized representatives of the Company.


 


E.              At quarterly intervals and on an estimated basis 45
days prior to each December 31, or more frequently as agreed but never
more frequently than quarterly, the Company shall prepare a specific statement
of the Reinsurer’s Obligations, for the sole purpose of amending the Letter of
Credit, in the following manner:


 


1.               If the statement shows that the Reinsurer’s
Obligations exceed the balance of credit as of the statement date, the
Reinsurer shall, within 30 days after receipt of notice of such excess, secure
delivery to the Company of an amendment to the Letter of Credit increasing the
amount of credit by the amount of such difference.


 


2.               If, however, the statement shows that the Reinsurer’s
Obligations are less than the balance of credit as of the statement date, the
Company shall, within 30 days after receipt of written request from the
Reinsurer, release such excess credit by agreeing to secure an amendment to the
Letter of Credit reducing the amount of credit available by the amount of such
excess credit.


 


Article XXIV - Insolvency


 


A.              In the event of the insolvency of one or more of the
reinsured companies, this reinsurance shall be payable directly to the company
or to its liquidator, receiver, conservator or


 


17





















 


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 or bond
reinsured which claim 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.


 


B.             Where two or more reinsurers are involved in the same
claim and a majority in interest elect to interpose defense to such claim, the
expense shall be apportioned in accordance with the terms of this Contract as
though such expense had been incurred by the company.


 


C.             It is further understood and agreed that, in the event
of the insolvency of one or more of the reinsured companies, the reinsurance
under this Contract shall be payable directly by the Reinsurer to the company
or to its liquidator, receiver or statutory successor, except as provided by
Section 4118(a) of the New York Insurance Law or except
(1) where this Contract specifically provides another payee of such
reinsurance in the event of the insolvency of the company or (2) 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 such payees.


 


Article XXV - Arbitration


 


A.           As a condition precedent to any right of action
hereunder, in the event of any dispute or difference of opinion hereafter
arising with respect to this Contract, it is hereby mutually agreed that such
dispute or difference of opinion shall be submitted to arbitration. One Arbiter
shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall
be chosen by the two Arbiters before they enter upon arbitration, all of whom
shall be active or retired disinterested executive officers of insurance or
reinsurance companies or Lloyd’s London Underwriters. In the event that either
party should fail to choose an Arbiter within 30 days following a written
request by the other party to do so, the requesting party may choose two
Arbiters who shall in turn choose an Umpire before entering upon arbitration.
If the two Arbiters fail to agree upon the selection of an Umpire within 30
days following their appointment, the Umpire shall be appointed in accordance
with the procedures of the American Arbitration Association.


 


18





















 


B.             Each party shall present its case to the Arbiters
within 30 days following the date of appointment of the Umpire. The Arbiters
shall consider this Contract as an honorable engagement rather than merely as a
legal obligation and they are relieved of all judicial formalities and may
abstain from following the strict rules of law. The decision of the
Arbiters shall be final and binding on both parties; but failing to agree, they
shall call in the Umpire and the decision of the majority shall be final and
binding upon both parties. Judgment upon the final decision of the Arbiters may
be entered in any court of competent jurisdiction.


 


C.             If more than one reinsurer is involved in the same
dispute, all such reinsurers shall constitute and act as one party for purposes
of this Article and communications shall be made by the Company to each of
the reinsurers constituting one party, provided, however, that nothing herein
shall impair the rights of such reinsurers to assert several, rather than
joint, defenses or claims, nor be construed as changing the liability of the
reinsurers participating under the terms of this Contract from several to
joint.


 


D.            Each party shall bear the expense of its own Arbiter,
and shall jointly and equally bear with the other the expense of the Umpire and
of the arbitration. In the event that the two Arbiters are chosen by one party,
as above provided, the expense of the Arbiters, the Umpire and the arbitration
shall be equally divided between the two parties.


 


E.              Any arbitration proceedings shall take place at a
location mutually agreed upon by the parties to this Contract, but
notwithstanding the location of the arbitration, all proceedings pursuant
hereto shall be governed by the law of the state in which the Company has its
principal office.


 


Article XXVI
- Service of Suit (BRMA 49C)


 


(Applicable if the Reinsurer is not domiciled in the United States of
America, and/or is not authorized in any State, Territory or District of the
United States where authorization is required by insurance regulatory
authorities)


 


A.           It is agreed that in the event the Reinsurer fails to
pay any amount claimed to be due hereunder, the Reinsurer, at the request of
the Company, will submit to the jurisdiction of a court of competent
jurisdiction within the United States. Nothing in this Article constitutes
or should be understood to constitute a waiver of the Reinsurer’s rights to
commence an action in any court of competent jurisdiction in the United States,
to remove an action to a United States District Court, or to seek a transfer of
a case to another court as permitted by the laws of the United States or of any
state in the United States.


 


B.             Further, pursuant to any statute of any state,
territory or district of the United States which makes provision therefor, the
Reinsurer hereby designates the party named in its Interests and Liabilities
Agreement, or if no party is named therein, the Superintendent, Commissioner or
Director of Insurance or other officer specified for that purpose in the
statute, or his successor or successors in office, as its true and lawful
attorney upon whom


 


19





















 


may be served any lawful
process in any action, suit or proceeding instituted by or on behalf of the
Company or any beneficiary hereunder arising out of this Contract.


 


Article XXVII - Agency
Agreement


 


If more than one reinsured company is named as a party to this
Contract, the first named company shall be deemed the agent of the other
reinsured companies (subject to the provisions of Article XXI) for
purposes of sending or receiving notices required by the terms and conditions
of this Contract, and for purposes of remitting or receiving any monies due any
party.


 


Article XXVIII - Intermediary (BRMA 23A)


 


Benfield Blanch Inc. is hereby recognized as the Intermediary
negotiating this Contract for all business hereunder. All communications
(including but not limited to notices, statements, premium, return premium,
commissions, taxes, losses, loss adjustment expense, salvages and loss
settlements) relating thereto shall be transmitted to the Company or the
Reinsurer through Benfield Blanch Inc., 3600 West 80th Street, Minneapolis,
Minnesota 55431. Payments by the Company to the Intermediary shall be deemed to
constitute payment to the Reinsurer, Payments by the Reinsurer to the
Intermediary shall be deemed to constitute payment to the Company only to the
extent that such payments are actually received by the Company.


 


In Witness Whereof, the Company by its duly authorized representative has
executed this Contract as of the date undermentioned at:


 


North Palm Beach, Florida, this 18th day of September in the
year 2003.


 


	
   

  	
  /s/ Dennis F. Plante

  
	
   

  	
  AmCOMP Preferred
  Insurance Company

  
	
   

  	
  AmCOMP Assurance
  Corporation

  
	
   

  	
  any and all insurance
  companies which are now or hereafter come

  
	
   

  	
  under the same
  ownership or management as the AmCOMP Group

  



 


20





















 


U.S.A.


 


NUCLEAR
INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE


(Approved
by Lloyd’s Underwriters’ Fire and Non-Marine Association)


 


(1)   This reinsurance does not cover any loss or
liability accruing to the Reassured as a member of, or subscriber to, any
association of insurers or reinsurers formed for the purpose of covering
nuclear energy risks or as a direct or indirect reinsurer of any such member,
subscriber or association.


 


(2)   Without in any way restricting the operation
of paragraph (1) of this Clause it is understood and agreed that for all
purposes of this reinsurance all the original policies of the Reassured (new,
renewal and replacement) of the classes specified in Clause II of this
paragraph (2) from the time specified in Clause III in this paragraph
(2) shall be deemed to include the following provision (specified as the
Limited Exclusion Provision):


 


Limited
Exclusion Provision.*


 


I.                 It is agreed that the policy does not apply under any
liability coverage, to


(injury, sickness, disease, death or destruction    


(bodily injury or
property damage


with respect to which an
insured under the policy is also an insured under a nuclear energy liability
policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic
Energy Liability Underwriters or Nuclear Insurance Association of Canada, or
would be an insured under any such policy but for its termination upon
exhaustion of its limit of liability.


II.             Family Automobile Policies (liability only), Special
Automobile Policies (private passenger automobiles, liability only), Fanners
Comprehensive Personal Liability Policies (liability only), Comprehensive
Personal Liability Policies (liability only) or policies of a similar nature;
and the liability portion of combination forms related to the four classes of
policies stated above, such as the Comprehensive Dwelling Policy and the
applicable types of Homeowners Policies.


III.         The inception dates and thereafter of all original
policies as described in II above, whether new, renewal or replacement, being
policies which either


(a)          become effective on or after 1st May, 1960, or


(b)         become effective before that date and contain the
Limited Exclusion Provision set out above;


provided this paragraph
(2) shall not be applicable to Family Automobile Policies, Special
Automobile Policies, or policies or combination policies of a similar nature,
issued by the Reassured on New York risks, until 90 days following approval of
the Limited Exclusion Provision by the Governmental Authority having
jurisdiction thereof.


 


(3)   Except for those classes of policies
specified in Clause II of paragraph (2) and without in any way restricting
the operation of paragraph (1) of this Clause, it is understood and agreed
that for all purposes of this reinsurance the original liability policies of
the Reassured (new, renewal and replacement) affording the following coverages:


 


Owners, Landlords and
Tenants Liability, Contractual Liability, Elevator Liability, Owners or
Contractors (including railroad) Protective Liability, Manufacturers and
Contractors Liability, Product Liability, Professional and Malpractice
Liability, Storekeepers Liability, Garage Liability, Automobile Liability
(including Massachusetts Motor Vehicle or Garage Liability)


 


shall be deemed to include, with respect to such coverages, from the
time specified in Clause V of this paragraph (3), the following provision
(specified as the Broad Exclusion Provision):


 


Broad
Exclusion Provision.*


 


It is agreed that the policy does not apply:


I.                 Under any Liability Coverage to      (injury,
sickness, disease, death or destruction


(bodily injury or
property damage


(a)          with respect to which an insured under the policy is
also an insured under a nuclear energy liability policy issued by Nuclear Energy
Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or
Nuclear Insurance Association of Canada, or would be an insured under any such
policy but for its termination upon exhaustion of its limit of liability; or


(b)         resulting from the hazardous properties of nuclear
material and with respect to which (1) any person or organization is
required to maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof, or (2) the insured is, or had this
policy not been issued would be, entitled to indemnity from the United States
of America, or any agency thereof, under any agreement entered into by the
United States of America, or any agency thereof, with any person or
organization.


 


1





















 


II.             Under any Medical Payments Coverage, or
under any Supplementary Payments Provision


relating
to   (immediate
medical or surgical relief   to
expenses incurred with respect

(first aid,


to (bodily injury, sickness, disease or death   resulting from the hazardous
properties of


(bodily
injury

nuclear material and arising out of the operation of a nuclear facility by any
person or organization.


III.         Under any Liability Coverage to  (injury,
sickness, disease, death or destruction


(bodily
injury or property damage

resulting from the hazardous properties of nuclear material, if


(a)          the nuclear material (1) is at any nuclear
facility owned by, or operated by or on behalf of, an insured or (2) has
been discharged or dispersed therefrom;


(b)         the nuclear material is contained in spent fuel or
waste at any time possessed, handled, used, processed, stored, transported or
disposed of by or on behalf of an insured; or


(c)          the  
(injury, sickness, disease, death or
destruction arises out
of the furnishing by an insured


(bodily injury or
property damage


of services, materials,
parts or equipment in connection with the planning, construction, maintenance,
operation or use of any nuclear facility, but if such facility is located
within the United States of America, its territories, or possessions or Canada,
this exclusion (c) applies

only to   (injury
to or destruction of property at such nuclear facility


(property damage to such
nuclear facility and any property thereat.


IV.         As used in this endorsement:


“hazardous properties”
include radioactive, toxic or explosive properties; “nuclear material” means
source material, special nuclear material or byproduct material; “source
material”, “special nuclear material”, and “byproduct material” have the
meanings given them in the Atomic Energy Act of 1954 or in any law amendatory
thereof; “spent fuel” means any fuel element or fuel component, solid or
liquid, which has been used or exposed to radiation in a nuclear reactor;
“waste” means any waste material (1) containing byproduct material and
(2) resulting from the operation by any person or organization of any
nuclear facility included within the definition of nuclear facility under
paragraph (a) or (b) thereof; “nuclear facility” means


(a)          any nuclear reactor,


(b)         any equipment or device designed or used for
(1) separating the isotopes of uranium or plutonium, (2) processing
or utilizing spent fuel, or (3) handling processing or packaging waste,


(c)          any equipment or device used for the processing, fabricating
or alloying of special nuclear material if at any time the total amount of such
material in the custody of the insured at the premises where such equipment or
device is located consists of or contains more than 25 grams of plutonium or
uranium 233  or any combination thereof,
or more than 250 grams of uranium 235,


(d)         any structure, basin, excavation, premises or place
prepared or used for the storage or disposal of waste,


and includes the site on
which any of the foregoing is located, all operations conducted on such site
and all premises used for such operations; “nuclear reactor” means any
apparatus designed or used to sustain nuclear fission in a self-supporting
chain reaction or to contain a critical mass of fissionable material;


(   With
respect to injury to or destruction of property, the word “injury” or
“destruction”


(   “property damage” includes all forms of
radioactive contamination of property.


(   includes
all forms of radioactive contamination of property.


V.             The inception dates and thereafter of all
original policies affording coverages specified in this paragraph (3), whether
new, renewal or replacement, being policies which become effective on or after
1st May, 1960, provided this paragraph (3) shall not be applicable to


(i)             Garage and Automobile Policies issued by the Reassured
on New York risks, or


(ii)   statutory liability insurance required under
Chapter 90, General Laws of Massachusetts, until 90 days following approval of
the Broad Exclusion Provision by the Governmental Authority having jurisdiction
thereof.


(4)   Without in
any way restricting the operation of paragraph (1) of this Clause, it is
understood and agreed that paragraphs (2) and (3) above are not
applicable to original liability policies of the Reassured in Canada and that with
respect to such policies this Clause shall be deemed to include the Nuclear
Energy Liability Exclusion Provisions adopted by the Canadian Underwriters’
Association of the Independent Insurance Conference of Canada.


 










*NOTE.  The words printed in italics in the Limited
Exclusion Provision and in the Broad Exclusion Provision shall apply only in
relation to original liability policies which include a Limited Exclusion
Provision or a Broad Exclusion Provision containing those words.


 


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NUCLEAR
INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE


CANADA


 


1.     This Agreement does not cover any loss or liability accruing to
the Reinsured as a member of, or subscriber to, any association of insurers or
reinsurers formed for the purpose of covering nuclear energy risks or as a
direct or indirect reinsurer of any such member, subscriber, or association.


 


2.     Without in
any way restricting the operation of paragraph 1 of this clause it is agreed
that for all purposes of this Agreement all the original liability contracts of
the Reinsured, whether new, renewal or replacement, of the following classes,
namely,


 


Personal Liability,

Farmers Liability,

Storekeepers Liability,


 


which become effective on or after 31st December 1984, shall be
deemed to include, from their inception dates and thereafter, the following
provision: —


 


Limited
Exclusion Provision


 


This Policy does not
apply to bodily injury or property damage with respect to which the Insured is
also insured under a contract of nuclear energy liability insurance (whether
the Insured is named in such contract or not and whether or not it is legally
enforceable by the Insured) issued by the Nuclear Insurance Association of
Canada or any other group or pool of insurers or would be an Insured under any
such policy but for its termination upon exhaustion of its limit of liability.


 


With respect to property,
loss of use of such properly shall be deemed to be property damage.


 


3.     Without in
any way restricting the operation of paragraph 1 of this clause it is agreed
that for all purposes of this Agreement all the original liability contracts of
the Reinsured, whether new, renewal or replacement, of any class whatsoever
(other than  Personal Liability, Farmers
Liability,  Storekeepers Liability or
Automobile Liability contracts), which become effective on or after 31st
December 1984, shall be deemed to include, from their inception dates and
thereafter, the following provision: —


 


Broad
Exclusion Provision


 


It is agreed that this
Policy does not apply:


 


(a)          to liability imposed by or arising under the Nuclear
Liability Act; or


 


(b)         to bodily injury or property damage with respect to
which an Insured under this Policy is also insured under a contract of nuclear
energy liability insurance (whether the Insured is named in such contract or
not and whether or not it is legally enforceable by the Insured) issued by the
Nuclear Insurance Association of Canada or any other insurer or group or pool
of insurers or would be an Insured under any such policy but for its
termination upon exhaustion of its limit of liability; or


 


(c)          to bodily injury or property damage resulting directly
or indirectly from the nuclear energy hazard arising from:


 


(1)          the ownership, maintenance, operation or use of a
nuclear facility by or on behalf of an Insured;


 


(2)          the furnishing by an Insured of services, materials,
parts or equipment in connection with the planning, construction, maintenance,
operation or use of any nuclear facility; and


 


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(3)          The possession, consumption, use, handling, disposal
or transportation of fissionable substances or of other radioactive material
(except radioactive isotopes, away from a nuclear facility, which have reached
the final stage of fabrication so as to be useable for any scientific, medical,
agricultural, commercial or industrial purpose) used, distributed, handled or
sold by an Insured.


 


As used in this Policy:


 


(I)            The term “nuclear energy hazard” means the
radioactive, toxic, explosive or other hazardous properties of radioactive
material;


 


(II)        The term “radioactive material” means uranium,
thorium, plutonium, neptunium, their respective derivatives and compounds,
radioactive isotopes of other elements and any other substances that the Atomic
Energy Control Board may, by regulation, designate as being prescribed
substances capable of releasing atomic energy, or as being requisite for the
production, use or application of atomic energy;


 


(III)    The term “nuclear facility” means:


 


(a)          any apparatus designed or used to sustain nuclear
fission in a self-supporting chain reaction or to contain a critical mass of
plutonium, thorium and uranium or any one or more of them;


 


(b)         any equipment or device designed or used for
(i) separating the isotopes of plutonium, thorium and uranium or any one
or more of them, (ii) processing or utilizing spent fuel, or (iii)
handling, processing or packaging waste;


 


(c)          any equipment or device used for the processing,
fabricating or alloying of plutonium, thorium or uranium enriched in the
isotope uranium 233 or in the isotope uranium 235, or any one or more of them
if at any time the total amount of such material in the custody of the Insured
at the premises where such equipment or device is located consists of or
contains more than 25 grams of plutonium or uranium 233 or any combination
thereof, or more than 250 grams of uranium 235;


 


(d)         any structure, basin, excavation, premises or place
prepared or used for the storage or disposal of waste radioactive material;


 


and includes the site on
which any of the foregoing is located, together with all operations conducted
thereon and all premises used for such operations.


 


(IV)    The term “fissionable substance” means any prescribed
substance that is, or from which can be obtained, a substance capable of
releasing atomic energy by nuclear fission.


 


(V)        With respect to property, loss of use of such property
shall be deemed to be property damage.


 


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NUCLEAR
INCIDENT EXCLUSION CLAUSE REINSURANCE - NO. 4


 


(1)           This reinsurance does not cover any
loss or liability accruing to the Reassured as a member of, or subscriber to,
any association of insurers formed for the purpose of covering nuclear energy
risks or as a direct or indirect reinsurer of any such member, subscriber or
association.


 


(2)           Without in any way restricting the
operations of Nuclear Incident Exclusion Clause No. 1B - Liability,
No. 2 - Physical Damage, No. 3 - Boiler and Machinery and paragraph
(1) of this clause, it is understood and agreed that for all purposes as
respects the reinsurance assumed by the Reinsurer from the Reassured, all
original insurance policies or contracts of the Reassured (new, renewal and
replacement) shall be deemed to include the applicable existing Nuclear Clause
and/or Nuclear Exclusion Clause(s) in effect at the time and any subsequent
revisions thereto as agreed upon and approved by the Insurance Industry and/or
a qualified Advisory or Rating Bureau.


 





















 


POLLUTION
EXCLUSION CLAUSE - GENERAL LIABILITY - REINSURANCE


 


A.           This reinsurance excludes all loss and/or liability
accruing to the reinsured company as a result of:


 


1.               bodily injury or property damage arising out of the
actual, alleged or threatened discharge, dispersal, release or escape of
pollutants:


 


a.               at or from premises owned, rented or occupied by a
named insured;


 


b.              at or from any site or location used by or for a named
insured or others for the handling, storage, disposal, processing or treatment
of waste;


 


c.               which are at any time transported, handled, stored,
treated, disposed of, or processed as waste by or for a named insured or any
person or organization for whom a named insured may be legally responsible; or


 


d.              at or from any site or location on which a named
insured or any contractors or subcontractors working directly or indirectly on
behalf of a named insured are performing operations:


 


(i)             if the pollutants are brought on or to the site or
location in connection with such operations; or


 


(ii)          if the operations are to test for, monitor, clean up,
remove, contain, treat, detoxify or neutralize the pollutants;


 


2.               any governmental direction or request that a named
insured test for, monitor, clean up, remove, contain, treat, detoxify or
neutralize pollutants.


 


B.             Subparagraphs A(l)(a) and A(l)(d)(i) above
do not apply to bodily injury or property damage caused by heat, smoke or fumes
from a hostile fire.


 


C.             “Hostile fire” means a fire which becomes
uncontrollable or breaks out from where it was intended to be.


 


D.            “Pollutants” means any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids,
alkalis, chemicals and waste.  Waste
includes material to be recycled, reconditioned or reclaimed.


 





















 


WAR
RISK EXCLUSION CLAUSE (REINSURANCE)


 


As regards interests which at time of loss or damage are on shore, no
liability shall attach hereto in respect of any loss or damage which is
occasioned by war, invasion, hostilities, acts of foreign enemies, civil war,
rebellion, insurrection, military or usurped power, or martial law or
confiscation by order of any government or public authority.


 


Nevertheless, this clause shall not be construed to apply to loss or
damage occasioned by riots, strikes, civil commotion, vandalism, malicious
damage, including acts committed by agents of any government, party or faction
engaged in war, hostilities or other warlike operation, provided such agents
are acting secretly and not in connection with any operations of military or
naval armed forces in the country where the interests insured are situated.