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Exhibit 10.10
 WORKERS
COMPENSATION REINSURANCE ASSOCIATION
 
 REINSURANCE AGREEMENT
 Effective January 1, 2006




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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
    
    
    3D.
    
    
    Assessments
    
    
    3E.
    
    
    Effective Date
    
    
    3PART FIVE:Premiums
    
    
    3A.
    
    
    Annual Premium
    
    
    3B.
    
    
    Billing of Premium
    
    
    3C.
    
    
    Offset
    
    
    3D.
    
    
    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




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A.
    
    The PurposeThe 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.K.
 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.M.
 C.
    
    DefinitionsTo 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 RulesThis 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 AssociationThe Association shall reinsure the Members Minnesota workers compensation liability and
shall indemnify the Member for 100 percent of the amount of 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 VI.A.
 B.
    
    Members DutiesThe 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, and report to the Association claims for
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Ref:
    
    Minn. Stat. § 79.34, subds. 1 and 2. Plan, Article III. and Article VI.A.
 PART TWO:  Retention Limits
  Ref:
    
    Minn. Stat. § 79.34, subds, 1 and 2. Plan, Article VI.A.
 PART THREE:  Reinsurance Provided by Association Exclusive
  Ref:
    
    Minn. Stat. § 79.34, subd. 2.
Minn. Dept. of Commerce, Bulletin 91-5
 PART FOUR:  Coverage
 A.
    
    General ScopeThe 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 BasisCoverage 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.N. and Article VI.
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C.
    
    Claims ExpensesClaims expenses, assessments, damages and penalties shall not be indemnified by the
Association. Claims expenses include 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.
    
    AssessmentsAssessments, 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.
 E.
    
    Effective DateCoverage 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 PremiumThe 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 PremiumThe 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.
 C.
    
    OffsetThe Association may offset indemnification payable to the Member against premium payable by the
Member. Premiums payable shall not be offset by
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the Member against indemnification claimed by the Member.
 Ref:
    
    Plan, Article VI.D.3.C.
 D.
    
    Annual Adjustment of PremiumThe 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 Refunds
 E.
    
    Interim Adjustment of PremiumA 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 Premium
 F.
    
    Surplus Distributions and Deficiency AssessmentsThe 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 as required by the Operating Rule for the Determination of Surplus. 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 Operating Rule for
the Determination of Surplus as they have been interpreted by the courts.
 Ref:
    
    Minn. Stat. § 79.34, et seq.
Plan, Article VI.D.l.d. and VI.N. Operating Rule for the Determination of Surplus
 G.
    
    Premiums for Unfunded CoverageIn 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).
 H.
    
    Premium AuditsThe 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.2.f.
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PART SIX:  Reimbursement Procedure for Indemnification of Ultimate Losses in Excess of a Members Retention
Limit
   Ref:
    
    Plan, Article VI.Operating Rule for Reimbursement Procedures
 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. If the Association, in its
sole discretion, determines that the claims procedures or practices of a Member are inadequate to
properly limit the liabilities of the Association, or may, in any way, jeopardize the interests of
the Association, the Association may withhold reimbursements from the Member until it determines
that the deficiencies in the claims procedures and practices have been resolved, or the Association
may, with the approval of the Board of Directors and at the Members expense, undertake directly or
contract with another person, including another Member, to adjust or assist in the adjustment of a
Claim or Claims which create a potential liability to the Association. Except as provided by Minn.
Stat. § 79.35(g), the Association may charge the costs and expenses of these activities, including
legal expenses, to the Member. The Member shall cooperate fully with the Association in such claims
management. If the Board of Directors determines that the claims procedures or practices of a
Member are inadequate to properly service the liabilities of the Association, or may, in any way,
jeopardize the interests of the Association, the Association may also recommend to the Commissioner
and the Commissioner of Commerce that an Insurer Members license to transact workers compensation
insurance, or a Self-insurer Members authorization to self-insure workers compensation liability,
pursuant to Minn. Stat. § 176.181, be revoked.
 Ref:
    
    Minn. Stat. § 79.35(g).Plan, Article VI.F.4.Operating Rule for the Adjustment of Claims
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B.
    
    Claims AuditsThe 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 RequirementsMembers shall promptly notify the Association of any claim meeting any of the following reporting
criteria.
 1.
    
    Catastrophic Injury CriteriaWhen 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 CriteriaWhen a Member estimates that the total 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 VI.B.1.
Operating Rule for Claim Reporting Procedure
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D.
    
    Legal ProceedingsThe 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.H.Operating Rule for Intervention in Legal Proceedings
 PART EIGHT:  Subrogation, Salvage, and Third Party Recoveries
    Ref:
    
    Minn. Stat. § 79.36(g)Plan,
Article VI.E.3. and VI.G. 
Operating Rule for the Adjustment of ClaimsOperating Rule for Approval of Waivers of Subrogation
 PART NINE:  Recoveries Under The Terrorism Risk
Insurance Extension Act of 2005
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PART TEN:  Resolution of Disputes
   Ref:
    
    Minn. Stat. § 79.36(h). Plan, Article VIII.
 PART ELEVEN:  Insolvency
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Ref:
    
    Minn. Stat. § 79.34, subd. 4.Minn. Stat. § 176.185, subd. 8a.Plan, Article III. A.2.
 PART TWELVE:  Termination
  Ref:
    
    Minn. Stat. § 79.34, subd. 3.Plan, Article III.A.l.
 st nd
 WORKERS
COMPENSATION 
REINSURANCE ASSOCIATIONBy
    

-s- Carl W. Cummins IIICarl W. Cummins IIIIts PresidentATTESTBy
    
    -s- Cynthia M. SmithCynthia M. SmithIts Secretary
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