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                                                                   EXHIBIT 10.11



                        WORKERS' COMPENSATION REINSURANCE
                                   ASSOCIATION





                               (COMPANY NAME LOGO)






                              REINSURANCE AGREEMENT




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       Workers' Compensation Reinsurance Association Reinsurance Agreement


<Table>
<S>                                                                                                                        <C>
    NATURE AND SCOPE OF AGREEMENT
    A.   The Purpose...................................................................................................... 1
    B.   Parties.......................................................................................................... 1
    C.   Definitions...................................................................................................... 1

    PART ONE:  Reinsurance Agreements..................................................................................... 1
    A.   Liability of Association......................................................................................... 1
    B.   Member's Duties.................................................................................................. 1

    PART TWO:  Retention Limits........................................................................................... 2

    PART THREE:  Reinsurance Provided by Association Exclusive............................................................ 2

    PART FOUR:  Coverage.................................................................................................. 2
    A.   General Scope.................................................................................................... 2
    B.   Per Occurrence Basis............................................................................................. 2
    C.   Claims Expenses.................................................................................................. 2
    D.   Assessments...................................................................................................... 3
    E.   Effective Date................................................................................................... 3

    PART FIVE:  Premiums.................................................................................................. 3
    A.   Annual Premium................................................................................................... 3
    B.   Billing of Premium............................................................................................... 3
    C.   Offset........................................................................................................... 3
    D.   Annual Adjustment of Premium..................................................................................... 3
    E.   Interim Adjustment of Premium.................................................................................... 4
    F.   Surplus Distributions and Deficiency Assessments................................................................. 4
    G.   Premiums for Unfunded Coverage................................................................................... 4
    H.   Premium Audits................................................................................................... 4

    PART SIX:  Reimbursement Procedure for Indemnification of
    Ultimate Losses in Excess of a Member's Retention Limit............................................................... 4

    PART SEVEN:  Management of Claims and Losses.......................................................................... 5
    A.   Claims........................................................................................................... 5
    B.   Claims Audits.................................................................................................... 5
    C.   Reporting Requirements........................................................................................... 5
    D.   Legal Proceedings................................................................................................ 6

    PART EIGHT:  Subrogation, Salvage, and Third Party Recoveries......................................................... 6

    PART NINE:  Recoveries Under The Terrorism Risk Insurance Act of 2002................................................. 7

    PART TEN:  Resolution of Disputes..................................................................................... 7

    PART ELEVEN:  Insolvency.............................................................................................. 8

    PART TWELVE:  Termination............................................................................................. 8
</Table>

                                                       Effective January 1, 2003

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NATURE AND SCOPE OF AGREEMENT

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
         (Minn. Stat. Section 79.34, et seq.), (the "Enabling Act"); its Plan of
         Operation (the "Plan"); and its Operating Rules.

         Ref:   Plan, Article VI.K.

B.       PARTIES
         This 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. Section 79.34. subd. 1.
                Plan, Article VI.E.l., and VI.M.

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 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. Section 79.34, subd. 2.
                Plan, Article VI.A.

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, and report to the Association claims for benefits which
         may involve liability to the Association.

         Ref:   Minn. Stat. Section 79.34, subds. 1 and 2.
                Plan, Article III. and Article VI.A.

                                                       Effective January 1, 2003

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PART TWO:
RETENTION LIMITS

The Member shall select the low, high or super retention limit for each calendar
year. The retention limits may be changed annually on January 1. The Member
shall notify the Association by certified mail of any change of its retention
limit selection by December 1 of the year preceding the coverage year. All
affiliated insurers or self-insurers within a holding company system shall
select the same retention limit. If the Association is not notified of the
Member's change of retention limit for the next coverage year by December 1, the
Member shall be deemed to have chosen for the next coverage year the same
retention limit (low, high, or super retention limit) which was in effect on
December 1.

Ref:  Minn. Stat. Section 79.34, subds. 1 and 2.
      Plan, Article VI.A.

PART THREE:
REINSURANCE PROVIDED BY ASSOCIATION EXCLUSIVE

A Member selecting the high or super retention limit shall not purchase
reinsurance for losses below its retention limit except in certain circumstances
specified by statute. A Member selecting the low retention limit may purchase
reinsurance from other organizations to provide indemnification for losses below
its retention limit. A Member shall not issue large deductible policies in
Minnesota for deductible amounts in excess of its selected retention limit.

Ref:  Minn. Stat. Section 79.34, subd. 2.
      Minn. Dept. of Commerce, Bulletin 91-5

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. Section 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. Section 79.34 subd. 7. Any
         amounts paid by a Member pursuant to Minn. Stat. Section Section
         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. Section 79.34, subds. 2 and 7.
                Minn. Stat. Section 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. Section 79.34, subd. 2.
                Plan, Article I.N. and Article VI.

C.       CLAIMS EXPENSES
         Claims 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.

                                                       Effective January 1, 2003


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         Ref:   Minn. Stat. Section 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. Sections 176.129 and 176.131 shall not be reimbursed by the
         Association.

         Ref:   Minn. Stat. Section Section 176.129 and 79.34,
                 subd. 2.
                Plan, Article VI.V.

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 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. Section 79.34, subds. 1, 2 and 7.

PART FIVE:
PREMIUMS

A.       ANNUAL PREMIUM
         The Member shall pay an annual premium 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. Section 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 a 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.       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.


                                                       Effective January 1, 2003

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         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 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 Premium

F.       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 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. Section 79.34, et seq.
                Plan, Article VI.D.1.d. and VI.N.
                Operating Rule for the Determination
                 of Surplus

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. Section 79.35(d).

H.       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.2.f.

PART SIX:
REIMBURSEMENT PROCEDURE FOR INDEMNIFICATION OF ULTIMATE LOSSES IN EXCESS OF A
MEMBER'S RETENTION LIMIT

Requests for reimbursement shall be submitted in a form approved by the
Association. The first request shall be submitted within six months after the
Member's payments on a loss exceed the Member's Retention Limit. Thereafter the
Member, if entitled to indemnification by the Association, shall file a
reimbursement request form semiannually until the claim is closed. The request
shall be submitted to the Association in accordance with the provisions of the
Operating Rule for Reimbursement Procedures. The Member and the Association may,
in the alternative, agree upon a semiannual reimbursement cycle, whereby all of
the Member's reimbursement requests, regardless of loss occurrence date, are
filed on the same cycle. If a claim settles on a full, final and complete basis,
or the claim file is closed, a reimbursement request may be filed at any time.
If payments for which reimbursement is due exceed $30,000 in the three months
following a regularly scheduled reimbursement date, a reimbursement request may
be filed in the following month. The reimbursement request shall itemize all
payments of benefits since submission of the last reimbursement request.

Proper and complete reimbursement requests for indemnification of Ultimate
Losses in excess of a Member's Retention Limit shall be promptly paid by the
Association.


                                                       Effective January 1, 2003

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Ref:   Plan, Article VI.
       Operating Rule for Reimbursement
         Procedures


PART SEVEN:
MANAGEMENT OF CLAIMS AND LOSSES

A.       CLAIMS
         The 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. Section 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. Section 176.181, be revoked.

         Ref:   Minn. Stat. Section 79.35(g).
                Plan, Article VI.F.4.
                Operating Rule for the Adjustment of
                 Claims

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. Section 79.35(g).
                Plan, Article VI.F.3.

C.       REPORTING REQUIREMENTS
         A condition precedent to reimbursement under Part Six shall be the
         prompt notification of the Association by the Member of any claim
         meeting either of the following reporting criteria:

         1. Claim Cost Criteria
            When 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, or

         2. Claim Injury Criteria
            When a claimant has suffered a serious injury as described in the
            following list:

            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.

                                                       Effective January 1, 2003

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            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.

            e. Impairment of total vision by 50 percent or more.

            f. Peripheral nerve damage causing major muscle dysfunction or
               paralysis in an upper or lower extremity.

            g. Serious internal injuries resulting from blunt, penetrating, or
               crushing injuries to the chest or abdomen.

            h. Multiple fractures, or significant degloving injuries, involving
               more than one arm, hand, or leg, malunion, or significant
               shortening of the limbs.

            i. Fracture of both heel bones (bilateral os calcis).

            j. 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.

         Ref:   Plan, Article VI.B.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. Section 79.36(f).
                Plan, Article VI.H.
                Operating Rule for Intervention in
                 Legal Proceedings

PART EIGHT:
SUBROGATION, SALVAGE, AND THIRD PARTY RECOVERIES

The Member shall, to the extent permitted by law, prosecute or intervene in any
and all claims against third parties arising out of any covered loss occurrence
and all recoveries therefrom shall be applied to reduce the loss which the
Association is required to reimburse to the Member.

If the Member fails or neglects to enforce any such claims, the Association may
reduce the Member's reimbursement for such claim by the amount the Member would
have recovered from such third parties. In the alternative, the Association may,
in its sole discretion, enforce the Member's rights of subrogation against such
third parties. The net proceeds recovered, if any, shall be distributed first to
the Association to the extent of amounts paid or payable in the future by the
Association for the claim. Any excess recovered by the Association shall be paid
to the Member or other person entitled to the proceeds, as determined by the
Board of Directors.

If the Member desires to waive subrogation, it must promptly notify the WCRA and
must secure advance approval by the WCRA staff before agreeing to waive
subrogation. If the Member waives its subrogation rights after a claim has
occurred without first obtaining the agreement of the Association, and the
Association determines that it was not in its best interests to waive
subrogation, the Association may refuse to indemnify the Member for that claim
to the extent of amounts which the Association determines would have been
recoverable through subrogation. The Association may withhold reimbursements to
the Member for other claims to recover reimbursements already made on the claim
where subrogation was waived.

                                                       Effective January 1, 2003

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Ref:   Minn. Stat. Section 79.36(g)
       Plan, Article VI.E.3. and VI.G.
       Operating Rule for the Adjustment of Claims
       Operating Rule for Approval of Waivers of
         Subrogation

PART NINE:
RECOVERIES UNDER THE TERRORISM RISK INSURANCE ACT OF 2002

Any loss reimbursement that a Member receives from the United States Government
under the Terrorism Risk Insurance Act of 2002 (the "TRIA") as a result of a
loss occurrence during the term of this Agreement shall inure to the benefit of
the Association in the proportion that the Member's insured losses, as defined
in the TRIA, in that loss occurrence for coverage provided under this Agreement
bear to the Member's total insured losses, as defined in the TRIA, in that loss
occurrence.

If a loss reimbursement received by the Member under the TRIA is based on the
Member's losses in more than one loss occurrence, and the United States
Government does not designate the amount allocable to each loss occurrence, the
reimbursement shall be prorated between occurrences in the proportion that the
Member's insured losses for coverage provided under this Agreement in each loss
occurrence bears to the Member's total insured losses arising out of all loss
occurrences to which the recovery applies.

PART TEN:
RESOLUTION OF DISPUTES

Any Member or other interested party aggrieved by any action or decision of the
Board of Directors or the Association, or any agent of the Association, may file
a written complaint with the Association concerning such action or decision
within 30 days after the action was taken or the decision rendered. The
complaint will be resolved by the Member Appeals Committee in accordance with
the procedures it follows for the resolution of such disputes. Any Member
aggrieved by a determination by the Member Appeals Committee may appeal such
determination to the Commissioner within 30 days. Any dispute between a Member
(or Former Member or successor in interest of a Member) and the Association with
respect to Article VI. of the Plan or any provisions in the Reinsurance
Agreement or Operating Rules adopted by the Board of Directors relating to
coverage, claim, or premium issues, as determined by the Association, shall be
resolved by arbitration in accordance with the Commercial Arbitration Operating
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
over the parties and the dispute. A single neutral arbitrator shall be agreed
upon by the Member and the Association. If the parties are unable to agree upon
a single neutral arbitrator, three arbitrators shall be chosen, one by each
party and the third by the two arbitrators so chosen. If either or both parties
refuse or neglect to appoint an arbitrator or arbitrators within 30 days after
receipt of written notice from the other party requesting the party to do so,
the Commissioner may choose the arbitrator or arbitrators which the party or
parties refuse or neglect to choose, and the two arbitrators so chosen shall
choose the third. If the two arbitrators fail to select the third arbitrator
within 30 days after the second of the first two arbitrators is chosen, the
Commissioner shall choose the third arbitrator. Each party shall submit its case
to the arbitrator or arbitrators within 30 days of the appointment of the
arbitrator. The decision of the arbitrator or a majority of the arbitrators
shall be a final determination, binding upon both the Member and the
Association. The expense of the arbitrator or arbitrators and the arbitration
shall be divided as follows: the prevailing party shall pay 25 percent and the
remainder shall be paid by the other party. In the event that no one party
clearly prevails, the arbitrator or arbitrators shall specify the percentage of
expenses to be contributed by the parties. Any such arbitration shall take place
in Minneapolis or Saint Paul, Minnesota, unless some other location is mutually
agreed upon by the Member and the Association.

                                                       Effective January 1, 2003

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Ref:   Minn. Stat. Section 79.36(h).
       Plan, Article VIII.

PART ELEVEN:
INSOLVENCY

If the Member becomes insolvent, indemnification for losses payable by the
Association shall be payable by the Association directly to the Member or its
liquidator, receiver, or statutory successor.

If the Member or any other member becomes insolvent, any liability of the
insolvent member to the Association shall be apportioned among the remaining
members on the same basis as reinsurance premiums are charged. The Association
shall have, on behalf of all of the remaining members, all rights allowed by law
against the estate or funds of the insolvent member for sums due the
Association, and any amounts received by the Association as a result thereof
shall be credited to the members on the same basis as reinsurance premiums are
charged.

Ref:   Minn. Stat. Section 79.34, subd. 4.
       Plan, Article III. A.2.


PART TWELVE:
TERMINATION

The Commissioner or Commissioner of Commerce may, upon notice to a Member, take
any appropriate action against a Member pursuant to procedures available to the
Commissioner or Commissioner of Commerce, including revocation of the license of
an Insurer to transact workers' compensation insurance or revocation of
authorization of a Self-insurer to self-insure workers' compensation liability
as authorized by law, for failure to pay Premiums to the Association when due,
failure to comply with the Plan, Reinsurance Agreement, or Operating Rules, or
failure to comply with Minnesota law. Revocation of authority to write workers'
compensation insurance by an Insurer or to self-insure automatically terminates
membership in the Association. An Insurer may voluntarily withdraw from
membership in the Association only upon ceasing to be authorized by the
Commissioner of Commerce to transact workers' compensation insurance in
Minnesota. A Self-insurer may voluntarily withdraw from membership in the
Association only when it stops self-insuring its workers' compensation
liability, which voluntary withdrawal is effective on the date determined by the
Commissioner of Commerce. Any unpaid Premiums which have been charged to a
withdrawing or terminated Member shall be due and payable as of the effective
date of withdrawal or termination, as determined by the Commissioner of
Commerce. A Former Member shall continue to be bound by the Act, Plan, and any
Reinsurance Agreement or Operating Rules with respect to the performance and
completion of any unsatisfied liabilities and obligations to the Association.

      Ref:   Minn. Stat. Section 79.34, subd. 3.
             Plan, Article III.A.l.


Adopted by action of the Board of Directors of the Workers' Compensation
Reinsurance Association at its meeting duly called on the 12th day of December,
2002; and approved by the Minnesota Commissioner of Labor and Industry on the
24th day of December, 2002.

WORKERS' COMPENSATION
REINSURANCE ASSOCIATION


By /s/  Carl W. Cummins III
   ---------------------------------------------
      Carl W. Cummins III
      Its President



ATTEST


By /s/ Cynthia M. Smith
   ---------------------------------------------
      Cynthia M. Smith
      Its Secretary



                                                       Effective January 1, 2003

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