MEAN, WITH REGARDS TO ANY ADJUSTMENT PERIOD, CEDED NET
WRITTEN PREMIUMS FOR POLICIES WITH EFFECTIVE OR RENEWAL DATES DURING THE
ADJUSTMENT PERIOD, LESS THE UNEARNED PORTION THEREOF AS OF THE EFFECTIVE DATE OF
CALCULATION, IT BEING UNDERSTOOD AND AGREED THAT ALL PREMIUMS FOR POLICIES WITH
EFFECTIVE OR RENEWAL DATES DURING AN ADJUSTMENT PERIOD SHALL BE CREDITED TO THAT
ADJUSTMENT PERIOD.
"PROGRAM BUSINESS" SHALL MEAN NARROWLY DEFINED CLASSES OF BUSINESS THAT ARE
UNDERWRITTEN ON AN INDIVIDUAL POLICY BASIS BY A PROGRAM UNDERWRITING AGENT ON
BEHALF OF INSURANCE COMPANIES.
"SPECIALTY PROGRAM BUSINESS" SHALL MEAN (I) PROGRAM BUSINESS OTHER THAN
TRADITIONAL PROGRAM BUSINESS AND (II) TRADITIONAL PROGRAM BUSINESS THAT COMPANY
ELECTS NOT TO MANAGE BUT THAT CASTLEPOINT MANAGEMENT CORP. ELECTS TO MANAGES.
"TERRORISM" SHALL MEAN AN ACT, INCLUDING BUT NOT LIMITED TO THE USE OF FORCE OR
VIOLENCE AND/OR THE THREAT THEREOF, ANY PERSON OR GROUP(S) OF PERSONS, WHETHER
ACTING ALONE OR ON BEHALF OF OR IN CONNECTION WITH ANY ORGANIZATION(S) OR
GOVERNMENT(S), COMMITTED FOR POLITICAL, RELIGIOUS, IDEOLOGICAL OR SIMILAR
PURPOSES INCLUDING THE INTENTION TO INFLUENCE ANY GOVERNMENT AND/OR TO PUT THE
PUBLIC, OR ANY SECTION OF THE PUBLIC, IN FEAR THAT HAS BEEN DETERMINED BY THE
APPROPRIATE FEDERAL AUTHORITY TO HAVE BEEN AN ACT OF TERRORISM.
Terrorism will include loss, damage, cost of expense of whatsoever nature
directly or indirectly caused by, resulting from or in connection with any
action taken in controlling, preventing, supervising or in any way relating to
any act of terrorism.
"TRADITIONAL PROGRAM BUSINESS" SHALL MEAN BLOCKS OF PROGRAM BUSINESS IN EXCESS
OF $5 MILLION IN ANNUAL GROSS WRITTEN PREMIUM TOWER HISTORICALLY HAS
UNDERWRITTEN, CONSISTING OF NON-AUTO RELATED PERSONAL LINES AND THE FOLLOWING
COMMERCIAL LINES OF BUSINESS: RETAIL STORES AND
4
wholesale trades, commercial and residential real estate, restaurants, grocery
stores, office and service industries, and artisan contractors.
"TRUST ACCOUNT" SHALL HAVE THE MEANING SPECIFIED IN ARTICLE XVI.
"TRUST AGREEMENT" SHALL HAVE THE MEANING SPECIFIED IN ARTICLE XVI.
"Trustee" shall have the meaning specified in Article XVI.
In the event any portion of this definition section is found to be invalid or
unenforceable, the remainder will remain in full force and effect.
ARTICLE III
COMMENCEMENT AND
TERMINATION
A.
THIS AGREEMENT IS EFFECTIVE AT 12:01 A.M., EASTERN STANDARD TIME,
APRIL 1, 2006 (THE "EFFECTIVE DATE") AND SHALL HAVE A TERM OF THREE (3) YEARS.
EITHER PARTY MAY TERMINATE THE AGREEMENT AS OF THE DATE TWELVE (12) MONTHS AFTER
THE EFFECTIVE DATE AND ON THE TWELVE MONTH ANNIVERSARY THEREAFTER THEREAFTER BY
GIVING AT LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY BY
CERTIFIED OR REGISTERED MAIL, OR AS OTHERWISE PROVIDED BELOW.
B.
THE REINSURER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS
OF THE DATE TWENTY FOUR (24) MONTHS AFTER THE EFFECTIVE DATE AND ANNUALLY
THEREAFTER BY GIVING SIXTY (60) DAYS PRIOR WRITTEN NOTICE BY CERTIFIED OR
REGISTERED MAIL TO THE COMPANY IF THE SUM OF THE NET LOSS RATIO PLUS (WEIGHTED)
CEDING COMMISSION PERCENTAGE HEREUNDER FOR THE BUSINESS COVERED HEREUNDER SINCE
THE EFFECTIVE DATE