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Exhibit 10.10
 WORKERS COMPENSATION REINSURANCE
ASSOCIATION
 
 REINSURANCE AGREEMENT
 Effective January 1, 2007




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NATURE AND SCOPE OF AGREEMENTA. The Purpose
    
    
    1B. Parties
    
    
    1C. Definitions
    
    
    1D. Agreement Incorporates by Reference the
Plan and the Operating Rules
    
    
    1PART ONE:Reinsurance Agreements
    
    
    1A. Liability of Association
    
    
    1B. Members Duties
    
    
    1PART TWO: Retention Limits
    
    
    2PART THREE: Reinsurance Provided by Association
Exclusive
    
    
    2PART FOUR: Coverage
    
    
    2A. General Scope
    
    
    2B. Per Occurrence Basis
    
    
    2C. Claims Expenses
    
    
    2D. Assessments
    
    
    3E. Effective Date
    
    
    3PART FIVE: Premiums
    
    
    3A. Annual Premium
    
    
    3B. Billing of Premium
    
    
    3C. Offset
    
    
    4D. Annual Adjustment of Premium
    
    
    4E. Interim Adjustment of Premium
    
    
    4F. Surplus Distributions and Deficiency
Assessments
    
    
    4G. Premiums for Unfunded Coverage
    
    
    4H. Premium Audits
    
    
    4PART SIX: Reimbursement Procedure for
Indemnification of Ultimate Losses in Excess of a
Members
Retention Limit
    
    
    5PART SEVEN: Management of Claims and Losses
    
    
    5A. Claims
    
    
    5B. Claims Audits
    
    
    6C. Reporting Requirements
    
    
    6D. Legal Proceedings
    
    
    7PART EIGHT: Subrogation, Salvage, and Third Party
Recoveries
    
    
    7PART NINE: Recoveries Under The Terrorism Risk
Insurance Extension Act of 2005
    
    
    7PART TEN: Resolution of Disputes
    
    
    8PART ELEVEN: Insolvency
    
    
    8PART TWELVE:Termination
    
    
    9
 Effective
January 1, 2007




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A.
    
    The Purpose
The purpose of this Reinsurance Agreement (the Agreement) is to set forth the basic
conditions of the reinsuring agreement between the Workers Compensation Reinsurance
Association (Association) and the Member. This Agreement is authorized by the Associations
Enabling Act (Minnesota Statutes §§ 79.34-79.40); (the Enabling Act); its Plan of Operation
(the Plan); and its Operating Rules.Ref: Plan, Article VI.L.
 B.
    
    PartiesThis Agreement is solely between the Member and the Association. All affiliated insurers
or self-insurers within a holding company system shall be considered a single entity for
purposes of the exercise of all rights and duties of membership in the Association. Nothing in
this Agreement shall establish any rights in favor of any third party. Nothing in this
Agreement shall create any liability or responsibility on the part of the Association for
actions of the Member or other members. Nothing in this Agreement shall limit the Members
liability to employers, employees and others under Minn. Stat. Chs. 79 and 176 and other
Minnesota law.Ref: Minn. Stat. § 79.34. subd. 1.       
 Plan, Article VI.E.l., and VI.N.
 C.
    
    Definitions
To the extent defined in the Plan or in Operating Rules, the words used in this Agreement
shall have the meanings given them by the Plan and the Operating Rules.Ref: Plan, Article I.
 D.
    
    Agreement Incorporates by Reference the Plan and the Operating Rules
This Agreement incorporates by reference the Plan and the Operating Rules as they may from
time to time be amended. The provisions of the Enabling Act, Plan, and Operating Rules shall be
controlling over any conflicting provisions of this Agreement.Ref: Plan, Article IX.E.
 PART ONE:
 Reinsurance Agreements
 A.
    
    Liability of Association
The Association shall reinsure the Members Minnesota workers compensation liability and
shall indemnify the Member for 100 percent of the amount of statutory ultimate loss arising out
of each occurrence compensable under Minn. Stat. Ch. 176 to the extent that the ultimate loss
exceeds the Members retention limit in effect at the time of the loss occurrence and subject
to the terms and conditions of the Enabling Act, the Plan, and the Operating Rules.Ref: Minn. Stat. § 79.34, subd. 2.       
Plan, Article VIA.
 B.
    
    Members Duties
The Member shall comply with all requirements of the Enabling Act, Plan, and Operating
Rules. These requirements include, but are not limited to, the following: The Member shall
reinsure its Minnesota workers compensation liability with the Association, pay all benefits
for losses reinsured by the Association that are covered by the terms and conditions of the
original policies issued to the Members insureds, belong to the Association, accept
indemnification from the Association, report to the Association claims for benefits that may
involve liability to the Association, and take all actions necessary to limit the liabilities
of the Association. Any member choosing to hire a third -party administrator (TPA) to
administer any portion of its WCRA member duties is required to notify
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January 1, 2007 -1-




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the WCRA and complete a WCRA TPA Member Authorization Agreement.Ref: Minn. Stat. § 79.34, subds. 1 and 2.
        Plan, Article III. and Article VI.A.and B.
 PART TWO
 Retention Levels
  
 PART THREE:
 Reinsurance Provided by Association Exclusive
  
 PART FOUR
 Coverage
 A.
    
    General Scope
The reinsurance provided by the Association shall cover only benefits under Minn. Stat. Ch. 176
which are paid by the Member, provided that for losses incurred on or after January 1, 1984,
the reinsurance provided shall cover benefits paid by the Member under the workers
compensation law of another state when the injured worker is eligible for benefits under Minn.
Stat. § 176.041, subds. 2 or 3, but elects to receive benefits under the workers compensation
statute of such other state, as provided in Minn. Stat. § 79.34 subd. 7. Any amounts paid by a
Member pursuant to Minn. Stat. §§ 176.183; 176.221, subd. 1; 176.225; and 176.82 shall not be
included in ultimate loss and shall not be indemnified by the Association. Employers liability
coverage is not provided by the Association. The Association does not cover claims under the
Federal Employers Liability Act, the Jones Act, the Longshoremens and Harbor Workers
Compensation Act, or any other federal law.Ref:  Minn. Stat. § 79.34, subds. 2 and 7.        
Minn. Stat. § 176.041, subds. 2 and 3.        
Plan,Article VI.
 B.
    
    Per Occurrence Basis
Coverage shall be provided on a per occurrence basis, as determined by the Association, except
as otherwise provided by statute, including, in the case of occupational disease, where
coverage is provided on a per person per occurrence basis.Ref:  Minn. Stat. § 79.34, subd. 2.        
Plan, Article I.R. and Article VI.
 C.
    
    Claims ExpensesClaims expenses, assessments, damages and penalties shall not be indemnified by the
Association. Claims expenses include
 Effective
January 1, 2007 -2-




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investigation and legal expenses, court costs, interest and penalties. Expenses subject to
indemnification include expenditures incurred in the preparation and development of a
rehabilitation plan submitted to the Department of Labor and Industry and in the provision of
rehabilitation services rendered in accordance with such a rehabilitation plan.Ref:  Minn. Stat. § 79.34, subd. 2.         
Plan, Article I.G.        
Operating Rule for Clarification of the Definition of Claims Expenses
 D.
    
    Assessments
Assessments, including Special Compensation Fund assessments under Minn. Stat. §§ 176.129
and 176.131, shall not be reimbursed by the Association.Ref:  Minn. Stat. §§ 176.129 and 79.34,subd. 2.         
Plan, Article VI.K.
 E.
    
    Effective Date
Coverage shall be effective as of 12:01 A.M. on the date that the Members authority to
either insure or self-insure workers compensation liabilities is approved by the Minnesota
Department of Commerce. In no case shall the Association be liable for benefits for occurrences
taking place prior to October 1, 1979. The Association shall have no liability for death
benefits where an injury prior to October 1, 1979, causes or contributes to death on or after
October 1, 1979. Effective January 1, 1984, certain benefits paid pursuant to the workers
compensation laws of other states will be covered, as provided in Part Four A. of this
Agreement.Ref: Minn. Stat. § 79.34, subds. 1, 2 and 7.
 PART FIVE:
 Premiums
 A.
    
    Annual Premium
The Member shall pay an annual premium, together with any premium surcharges, for the
reinsurance coverage provided by the Association at the rate determined by the Board of
Directors of the Association (Board of Directors) and approved by the Minnesota Commissioner
of Labor and Industry (Commissioner). Estimated premium shall be calculated in accordance
with procedures established in the Operating Rule for Determination of Exposure Base. The
estimated exposure base for a Member may be revised after six months of the coverage year if
the member verifies that its current annualized six month exposure base is at least fifteen
percent higher or lower than its estimated exposure base. When the actual exposure base figures
for the billing year become available, the actual premium shall be calculated. A premium
adjustment shall be made as provided in Part Five D. of this Agreement.Ref:  Minn. Stat. § 79.35(d).        
Plan, Article VI.D.        
Operating Rule for Determination of Exposure Base
 B.
    
    Billing of Premium
The estimated premium shall be billed on an annual or quarterly basis, and shall be
payable within 30 days of the date of mailing of the premium notice, with late payments subject
to interest charges established by the Board of Directors.Ref: Plan, Article VI.D.3.
 Effective
January 1, 2007 -3-




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C.
    
    Offset
The Association may offset indemnification payable to the Member against premium payable by the
Member. Premiums payable shall not be offset by the Member against indemnification claimed by
the Member.Ref: Plan, Article VI.D.3.c.D.
    
    Annual Adjustment of Premium

The Association shall annually provide to the Member a statement indicating adjustments for
previous years premium. Amounts due the Association as a result of the adjustment shall be
paid by the Member within 30 days of the date of mailing of the adjusted premium notice, with
late payments subject to interest charges established by the Board of Directors. Amounts due
the Member shall be credited to the Members premium account with the Association, and any
credit premium balance shall be refunded to the Member within 30 days, provided, however, that
the Member has no additional premiums due and unpaid in the year the refund is to be made. If
the Member has additional premiums due and unpaid in the year the refund is to be made, the
Association may apply any credit premium balance against the due and unpaid premium.Ref:  Plan, Article VI.D.2.b.        
Operating Rule for Determination of
Exposure Base         
Operating Rule for Annual and Audit
Premium Adjustment RefundsE.
    
    Interim Adjustment of Premium
A Member who ceases doing business in Minnesota or a self-insurer Member who ceases to be an
approved self-insurer may request an interim adjustment of estimated annual premium.Ref: Operating Rule for Interim Adjustment of Estimated Annual PremiumF.
    
    Surplus Distributions and Deficiency
Assessments
The Board of Directors may declare a distribution of surplus or assessment of deficiencies in
the form of member excess or deficient premiums or policyholder excess surplus or
deficiencies. Such distributions or assessments may result from statutory changes, changes in
the exposure base, or excess or deficient funds. Distributions of surplus and deficiency
assessments shall be made as required by the Board of Directors in accordance with the
Enabling Act, Plan and applicable Operating Rules as they have been interpreted by the courts.Ref:  Minn. Stat. § 79.34, subd. 2a and §79.361.        
Plan, Article VI.D.l.d. and VI.O.G.
    
    Premiums for Unfunded Coverage
In the event that benefits paid or expected to be paid on any claims in a calendar year exceed
the prefunded limit in effect at the time the loss was incurred, the Association shall
calculate and charge to all Members an additional premium for that year sufficient to cover the
payments in excess of the prefunded limit. The premium shall be charged and collected in the
same manner as the annual premium.Ref:  Minn. Stat. § 79.35(d).        
Operating Rule for Calculation and Charging of Premium for Unfunded LayersH.
    
    Premium Audits
The Association may inspect and audit any Members records to determine the accuracy of
the premium calculation. The Member shall timely provide all information requested and shall in
all respects cooperate fully in providing information during the course of an audit.Ref: Plan, Article VI.D.4.
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January 1, 2007 -4-




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PART SIX:
 Reimbursement Procedure for Indemnification of Ultimate Losses in Excess of a Members Retention
Limit
   
 PART SEVEN
 Management of Claims and Losses
 A.
    
    ClaimsThe Member shall have the primary responsibility for the investigation, management, and
defense of all claims. The Member may settle and compromise disputed claims that are within the
terms and conditions of the
original policies issued by the Member and are consistent with the claims procedures established by
the Association.
   Effective
January 1, 2007 -5-




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B.
    
    Claims Audits
The Association may inspect and audit the Members records relating to all claims or related
matters. The Member shall timely provide all information requested and shall in all respects
cooperate fully in providing information during the course of an audit.Ref:  Minn. Stat. § 79.35(g).         
Plan, Article VI.F.3.
 C.
    
    Reporting Requirements

Members shall promptly notify the Association of any claim meeting any of the following
reporting criteria.
 1.
    
    Catastrophic Injury Criteria
When a claimant has suffered a catastrophic injury as described in the following list, the
Member shall notify the Association of the injury within 15 business days of notification
of the injury to the Member.
 a)
    
    Central Nervous System Injury
 1)
    
    Spinal cord injury resulting in
paraplegia or quadriplegia.2)
    
    Brain damage affecting
cognition and/or such
conditions as permanent
disorientation, behavior
disorder, personality change,
seizure disorder, sensorimotor deficits, aphasia, or coma.
 b)
    
    Fatality, except for a no
dependent exposure.c)
    
    Third-degree burns covering 10
percent of the body, or second-degree burns covering 30
percent of the body, or if
significant medical costs can be
anticipated.d)
    
    Amputations of a significant
portion of one extremity or
multiple amputations.
 2.
    
    Serious Injury CriteriaWhen a claimant has suffered a serious injury as described in the following list, the Member
shall promptly notify the Association.
 a)
    
    Impairment of total vision by 50
percent or more.b)
    
    Peripheral nerve damage causing
major muscle dysfunction or
paralysis in an upper or lower
extremity.c)
    
    Serious internal injuries
resulting from blunt, penetrating,
or crushing injuries to the chest
or abdomen.d)
    
    Multiple fractures, or significant
degloving injuries, involving
more than one arm, hand, or leg,
malunion, or significant
shortening of the limbs.e)
    
    Fracture of both heel bones
(bilateral os calcis).f)
    
    Occupational disease allegedly
caused by working conditions or
other job-related factors,
including asbestosis, or chronic
pulmonary disease, or other
occupational disease which
results in disability expected to
last two years or more.
 3.
    
    Claim Cost Criteria
When a Member estimates that the total
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incurred cost (payments and reserves for future payments) of a claim exceeds 50 percent of
the retention limit which was in effect during the year when the loss was incurred, the
Member shall promptly notify the Association.Ref:  Plan, Article VIB.1.        
Operating Rule for Claim Reporting Procedure
 D.
    
    Legal Proceedings

The Association may intervene in legal proceedings under Minnesota Statutes Chapters 79
and 176 and in any other legal proceedings where the result of the proceeding is considered
likely to affect the interests of the Association. The Association shall notify the affected
Member prior to intervening.Ref: Minn. Stat. § 79.36(f).        
Plan, Article VI.I.        
Operating Rule for Intervention in
Legal Proceedings
 PART EIGHT:
 Subrogation, Salvage, and Third Party Recoveries
    
 PART NINE:
 Recoveries Under The Terrorism Risk Insurance Extension Act of 2005
   Effective
January 1, 2007 -7-




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PART TEN:
 Resolution of Disputes
   
 PART ELEVEN:
 Insolvency
   Effective
January 1, 2007 -8-




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PART TWELVE:
 Termination
  
 th
 WORKERS COMPENSATION
REINSURANCE ASSOCIATIONBy
    /s/ Carl W. Cummins IIICarl W. Cummins IIIIts PresidentATTESTBy

/s/
Cynthia M. SmithCynthia M. SmithIts Secretary Effective
January 1, 2007 -9-