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Item Processing Agreement
Item Processing Agreement (215K)
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TABLE OF CONTENTS
1. DEFINITIONS ............................................................ 1
1.1. "AFFILIATE" .................................................... 1
1.2. "BUSINESS DAY" ................................................. 1
1.3. "CONFIDENTIALITY AGREEMENT" .................................... 1
1.4. "COSTS OF FUNDS FOR 1 DAY" ..................................... 2
1.5. "DELAYED FUNDS" ................................................ 2
1.6. "DISASTER RECOVERY PLAN" ....................................... 2
1.7. "ERROR LOSSES" ................................................. 2
1.8. "FORCE MAJEURE EVENT" .......................................... 2
1.9. "INITIAL TERM" ................................................. 2
1.10. "KEY PERSONNEL" ................................................ 2
1.11. "LIABILITY CAP" ................................................ 2
1.12. "FIRST EXPRESS AGENTS" ......................................... 2
1.13. "PARC" ......................................................... 3
1.14. "PARC RESOLVE" ................................................. 3
1.15. "FIRST EXPRESS PROJECT MANAGER" ................................ 3
1.16. "PERFORMANCE STANDARDS" ........................................ 3
1.17. "PROCESSING SITES" ............................................. 3
1.18. "PROJECT PLAN" ................................................. 3
1.19. "PRUDENTIAL PERSONNEL" ......................................... 3
1.20. "PRUDENTIAL PROJECT MANAGER" ................................... 3
1.21. "RECONSTRUCTION COSTS" ......................................... 3
1.22. "REMEDIAL COSTS ................................................ 3
1.23. "REMITTANCES" .................................................. 4
1.24. "RENEWAL TERM" ................................................. 4
1.25. "SERVICES" ..................................................... 4
1.26. "TAD" .......................................................... 4
1.27. "TERMINATION CHARGE" ........................................... 4
2. TERM ................................................................... 4
3. SERVICES ............................................................... 5
3.1. SCOPE OF SERVICES ............................................... 5
3.2. PROCESSING SITES ................................................ 5
3.3. CONTINUOUS PROCESSING ........................................... 5
3.4. BANK DEPOSIT PREPARATION ........................................ 5
3.5. LOCK BOX PICK UP ................................................ 5
3.6. THIRD PARTY CONTACTS ............................................ 6
3.7. SCOPE CHANGE .................................................... 6
4. COMPENSATION ........................................................... 7
4.1. FEES ............................................................ 7
4.2. OTHER EXPENSES .................................................. 7
4.2.1. Telecommunications Equipment Located on First
Express Premises .......................................... 7
4.2.2. Communication Lines ....................................... 7
4.2.3. Supplies .................................................. 7
4.3. IMPLEMENTATION COSTS ............................................ 7
4.4. TAXES ........................................................... 8
4.5. MOST FAVORED CUSTOMER ........................................... 8
5. TERMINATION ............................................................ 8
{PAGE}
5.1. PRUDENTIAL RIGHT TO TERMINATE ................................... 8
5.1.1. Uncured Breach ............................................ 9
5.1.2. Insolvency ................................................ 9
5.1.3. Change in Entity .......................................... 9
5.1.4. Error Losses .............................................. 9
5.1.5. Convenience ............................................... 9
5.2. FIRST EXPRESS RIGHT TO TERMINATE ................................ 10
5.2.1. Uncured Breach ............................................ 10
5.2.2. Bankruptcy ................................................ 10
5.3. TRANSITION RIGHTS ............................................... 10
5.4. RETURN OF PRUDENTIAL DATA ....................................... 11
6. PROJECT PLAN .......................................................... 11
6.1. PROJECT MANAGEMENT ............................................. 11
6.2. RIGHT TO REMOVE PERSONNEL ...................................... 11
6.3. KEY PERSONNEL .................................................. 11
7. ACQUISITION ........................................................... 12
8. EQUIPMENT AND SOFTWARE ................................................ 12
9. INTERFACE WITH PRUDENTIAL ............................................. 13
10. TRANSPORTATION ........................................................ 13
11. BILLING ............................................................... 13
11.1. BILL-TO ADDRESS ................................................ 13
11.2. PAYMENT TERMS .................................................. 14
11.3. OFFSET OF LIABILITIES .......................................... 14
12. DISASTER RECOVERY PLAN ................................................ 14
13. REPRESENTATIONS AND WARRANTIES ........................................ 14
13.1. CORPORATE AUTHORITY ............................................ 14
13.2. SERVICE QUALITY ................................................ 14
13.3. FIRST EXPRESS EMPLOYEES ........................................ 15
13.4. MAINTENANCE OF EQUIPMENT ....................................... 15
13.5. TITLE .......................................................... 15
13.6. COMPLIANCE WITH LAWS ........................................... 15
13.7. OUTSTANDING LITIGATION ......................................... 15
13.8. YEAR 2000 COMPLIANCE ........................................... 16
13.9. NO HARMFUL CODE ................................................ 16
14. PERFORMANCE STANDARDS ................................................. 16
15. LIABILITY ............................................................. 17
15.1 FIRST EXPRESS LIABILITY ......................................... 17
15.1.1. Definition ............................................... 17
15.1.2. Payment of Liabilities ................................... 17
15.1.3. Recoveries ............................................... 18
15.1.4. Liability for Breach of Representations and Warranties ... 18
15.1.5. Liability for intentional Acts or Gross Negligence ....... 18
15.1.6. Liability For Errors or Delays Without Regard to
Negligence ............................................... 18
15.1.7. Limitation of First Express Liability .................... 19
{PAGE}
15.1.8. Remedies Cumulative ...................................... 19
15.2. PRUDENTIAL LIABILITY ........................................... 19
15.2.1. Personal Injury and Property Damage ...................... 19
15.2.2. Gross Negligence and Willful Misconduct .................. 20
15.2.3. Prudential Limitation of Liability ....................... 20
16. INDEMNIFICATION ....................................................... 20
17. REMITTANCE VOLUMES .................................................... 21
18. RECORDS AND AUDIT ..................................................... 22
18.1. RETENTION OF FINANCIAL RECORDS ................................. 22
18.2. MAINTENANCE OF REMITTANCE RECORDS .............................. 22
18.3. DESTRUCTION OF RECORDS ......................................... 22
18.4. ACCESS TO FIRST EXPRESS PREMISES AND WRITTEN RECORDS ........... 22
18.5. EXTERNAL AUDIT OPINION ......................................... 23
18.6. UNDERCHARGES AND OVERPAYMENTS .................................. 23
18.7. FIRST EXPRESS FINANCIAL INFORMATION ............................ 23
19. REGULATORY AGENCIES ................................................... 23
20. SPECIAL SERVICES ...................................................... 24
21. REPORTS ............................................................... 25
22. NOTICES ............................................................... 25
23. CONFIDENTIAL INFORMATION AND OWNERSHIP OF DATA ........................ 26
23.1. CONFIDENTIAL INFORMATION ....................................... 26
23.2. OWNERSHIP OF WORK PRODUCT ...................................... 26
24. INSURANCE ............................................................. 27
24.1. POLICIES OF INSURANCE .......................................... 27
24.2. EVIDENCE OF INSURANCE .......................................... 28
24.3. SUBCONTRACTOR INSURANCE ........................................ 28
25. RELATIONSHIP OF THE PARTIES ........................................... 28
25.1. INDEPENDENT CONTRACTOR ......................................... 28
25.2. EMPLOYEE TAXES AND BENEFITS .................................... 28
26. FORCE MAJEURE ......................................................... 29
26.1. ALLOCATION OF RESOURCES ........................................ 29
26.2. FEE ADJUSTMENT ................................................. 29
26.3. RESUMPTION OF SERVICE .......................................... 29
27. NO TRANSFER ........................................................... 29
27.1. NO ASSIGNMENT .................................................. 29
27.2. NO SUBCONTRACTING .............................................. 29
27.3. NO CONVICT LABOR ............................................... 30
28. NON-USE OF PRUDENTIAL NAME ............................................ 30
29. EQUAL OPPORTUNITY ..................................................... 31
30. PROHIBITION OF CONFLICT OF INTEREST ................................... 31
{PAGE}
30.1. PRUDENTIAL POLICY .............................................. 31
30.2. UNDUE INFLUENCE ................................................ 32
30.3. N0 CONFLICTS ................................................... 32
31. FORBEARANCE ........................................................... 32
32. HEADINGS .............................................................. 32
33. SEVERABILITY .......................................................... 32
34. GOVERNING LAW AND SUBMISSION TO JURISDICTION .......................... 32
35. USE BY FORMER AFFILIATES, SUBSIDIARIES AND/OR BUSINESS UNITS .......... 33
36. ATTORNEYS' FEES ....................................................... 33
37. SURVIVAL .............................................................. 33
38. ENTIRE AGREEMENT ...................................................... 33
39. CONFLICT IN PROVISIONS ................................................ 33
SCHEDULE A DESCRIPTION OF SERVICES ................................ 35
SCHEDULE B FEES ................................................... 49
SCHEDULE C ERROR AND DELAY/FAILURE RATES .......................... 52
SCHEDULE D PROJECT PLAN ........................................... 53
SCHEDULE E TERMINATION CHARGE ..................................... 54
SCHEDULE F (INTENTIONALLY LEFT BLANK) ............................. 55
SCHEDULE G REPORT FORMATS ......................................... 56
SCHEDULE H DISASTER RECOVERY PLAN ................................. 57
SCHEDULE J RECORDS RETENTION POLICY ............................... 60
SCHEDULE K CONFIDENTIALITY AGREEMENT .............................. 61
SCHEDULE L REMOTE COMPUTING SERVICES AGREEMENT .................... 64
{PAGE}
ITEM PROCESSING AGREEMENT
This Item Processing Agreement (the "Agreement") made as of the 1st day of July
1999 ("Effective Date"), for services by and between First Tennessee Bank
National Association for services by its transaction processing affiliate First
Express (collectively "First Express"), organized under the laws of the State of
Tennessee, having its principal place of business at 165 Madison Avenue,
Memphis, Tennessee 38103; and Prudential Insurance Company of America
("Prudential"), a New Jersey corporation, having its principal place of business
at 751 Broad Street, Newark, New Jersey 07102.
WHEREAS, First Express is an expert in remittance processing and desires to
assist Prudential in achieving its cash collection goals in the most efficient
and customer-sensitive manner possible; and
WHEREAS, Prudential desires to retain First Express' expertise in remittance
processing;
NOW THEREFORE, Prudential and First Express agree as follows:
1. DEFINITIONS
Capitalized terms in this Agreement shall have the following meanings:
1.1. "Affiliate"
means corporate parent or any present and future direct or indirect
affiliate or subsidiary of its corporate parent or a successor by merger,
acquisition or combination.
1.2. "Business Day"
means Monday through Friday other than such holidays as observed by
Prudential. In the event that Prudential does not send First Express
notice as to the holidays being observed, holidays shall be: New Years
Day, Martin Luther King Day, President's Day, Memorial Day, Independence
Day, Labor Day, Veteran's Day, Thanksgiving Day, day after Thanksgiving
Day, and Christmas Day.
1.3. "Confidentiality Agreement"
means the Confidentiality Agreement between First Express and Prudential
dated January 12, 1998. attached hereto as Schedule K.
{PAGE}
1.4. "Costs of Funds for 1 Day"
means (Federal Funds Rate that day divided by 360) x Delayed Funds.
1.5. "Delayed Funds"
means the difference between the funds available to Prudential for
withdrawal at its depositories and the funds that would have been
available if the deposit deadline had not been missed. Prudential will
estimate the funds that would have been available by using the actual
availability received on similar deposits during the preceding four (4)
weeks.
1.6. "Disaster Recovery Plan"
means the document attached hereto as Schedule H that specifies the
procedures to be followed with respect to the continued provision of
Services in the event First Express' item processing system is unavailable
for use because it has been destroyed or damaged to such an extent that
First Express is unable, pending restoration of the system, to provide any
or all of the Services.
1.7. "Error Losses"
means all losses sustained by Prudential by reason of First Express'
errors or delays.
1.8. "Force Majeure Event"
means circumstances beyond a party's control including without limitation,
acts of God, war or other hostilities and domestic or foreign governmental
acts, orders or regulations (excluding labor and union-related activities
and the nonperformance of any First Express Agent regardless of cause).
1.9. "Initial Term"
means the period of time commencing on July 1, 1999 and expiring on June
30, 2004 unless sooner terminated pursuant to Section 2.
1.10. "Key Personnel"
means those First Express personnel identified in the Project Plan as
being critical to the performance of the Agreement.
1.11. "Liability Cap"
means First Express' avenge monthly compensation received from Prudential
over the three (3) calendar months prior to the current half year.
1.12. "First Express Agents"
means any director, employee, officer, subcontractor, agent or other
person or entity acting for, with or on behalf of First Express.
114212
|
Prudential
As referenced in this Item Processing Agreement:
Prudential Insurance Co – organized under the laws of the State of
Tennessee, having its principal place of business at 165 Madison Avenue,
Memphis, Tennessee 38103; and Prudential Insurance Co mpany of America
("Prudential"), a New Jersey corporation, having its principal place of business
at 751 Broad Street, Newark, New Jersey 07102.
WHEREAS,
_____________
Prudential Insurance Co – different
divisions or affiliates of Prudential.
11.1. Bill-to Address.
Prudential's bill-to address shall be as follows:
13
{PAGE}
The Prudential Insurance Co mpany of America
701 San Marco Boulevard,3 OC
Jacksonville, Florida 32207
c/o Robert W. VaVerka
Prudential may change its bill-to
_____________
Prudential Insurance Co – to such
other address(es) as the parties may hereafter notify each other in
writing:
If to Prudential: Paul J. Gletow
Vice President
Prudential Insurance Co mpany of America
290 West Mount Pleasant Avenue
Livingston, New Jersey 07039-2729
with a copy to: Robert W. VaVerka
Prudential Insurance Company
_____________
Prudential Insurance Co – President
Prudential Insurance Company of America
290 West Mount Pleasant Avenue
Livingston, New Jersey 07039-2729
with a copy to: Robert W. VaVerka
Prudential Insurance Co mpany of America
701 San Marco Boulevard, 3 OC
Jacksonville, Florida 32207
and 2nd Bruce Vasel
copy to: Prudential Insurance Company of America
_____________
Prudential Insurance Co – Robert W. VaVerka
Prudential Insurance Company of America
701 San Marco Boulevard, 3 OC
Jacksonville, Florida 32207
and 2nd Bruce Vasel
copy to: Prudential Insurance Co mpany of America
290 West Mount Pleasant Avenue
Livingston, New Jersey 07039-2729
and 3rd Technology Law and Contracts Grout
copy to: 80
_____________
dt 159738
;
TOTAL
As referenced in this Item Processing Agreement:
total s – site outage with an unknown resolution point.
o Long-term site disaster whose recovery will take days or weeks.
In the event of a partial site outage or short-term total s ite outage,
First Express will move Prudential's remittances out of the affected site as
well as intercept the remittances at the Post Office and air transport them to
another
_____________
Total
---------------------------------------------------------------------------------------------------------------------------------
{S – Expense
Page 1
{PAGE}
Projected Business As Usual Costs at Prudential vs. Proposed Costs
Current Contract: Jacksonville Life
{TABLE}
{CAPTION}
=================================================================================================================================
Year 1 Year 2 Year 3 Year 4 Year 5 Total
---------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C}
Volumes 14,886,928 13,993,712 13,154,090 12,364,844 14,600,954
---------------------------------------------------------------------------------------------------------------------------------
Costs:
Processing $ 2,912,425 $ 2,854,
_____________
Total
---------------------------------------------------------------------------------------------------------------------------------
{S – 857 $ 715,459 $ 598,629 $ 3,548,110
=================================================================================================================================
{/TABLE}
Projected Value of Remittance Processing Contract with First Tennessee
{TABLE}
{CAPTION}
=================================================================================================================================
Year 1 Year 2 Year 3 Year 4 Year 5 Total
---------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C}
Volumes 14,886,928 13,993,712 13,154,090 12,364,844 14,600,954
---------------------------------------------------------------------------------------------------------------------------------
Costs:
Processing $ 1,741,825 $ 1,637,
_____________
Total
---------------------------------------------------------------------------------------------------------------------------------
{S – PAGE}
Projected Business As Usual Costs at Prudential vs. Proposed Costs
Amended Contract: First Tennessee Processing All Work
{TABLE}
{CAPTION}
=================================================================================================================================
Year 1 Year 2 Year 3 Year 4 Year 5 Total
---------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C}
Volumes 32,987,285 31,008,048 29,147,665 27,309,744 25,754,799
---------------------------------------------------------------------------------------------------------------------------------
Costs:
Processing $ 6,863,128 $ 6,774,
_____________
Total
-------------------------------------------------------------------------------------------------------------------------------
{S – 693,325 $ 1,472,132 8,160,626
=================================================================================================================================
{/TABLE}
Projected Value of Remittance Processing Contract with First Tennessee
{TABLE}
{CAPTION}
===============================================================================================================================
Year 1 Year 2 Year 3 Year 4 Year 5 Total
-------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C}
Volumes 32,987,285 31,008,048 29,147,665 27,309,744 25,754,799
-------------------------------------------------------------------------------------------------------------------------------
Costs:
Processing $ 4,313,084 $ 4,054,
_____________
dt 1394262
;
First Tennessee Bank National Association;
| First Express;
Pruco Life Variable Universal Account
|
Preview
Full Doc
| 2002 |
Strategic Alliance Agreement
Strategic Alliance Agreement (95K)
Doc #141727: Click preview link for longer preview.
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement ("Agreement") is entered into as of the
___ day of October, 2001 (the "Effective Date"), between Fidelity National
Information Solutions, Inc. ("Fidelity"), with offices at 4050 Calle Real, Santa
Barbara, California 93110, and LexisNexis, a division of Reed Elsevier, Inc.
("LexisNexis"), with offices at 9443 Springboro Pike, Miamisburg, Ohio 45342.
WHEREAS, LexisNexis has developed and continues to develop a national real
estate data base;
WHEREAS, Fidelity also has access to real estate records and is able to
procure such records on a cost effective basis for inclusion in the national
real estate data base developed by LexisNexis;
WHEREAS, Fidelity and LexisNexis each wish to contribute certain tangible
and intangible assets, and otherwise work together in good faith, to enhance,
manage, update, market, sell and jointly own the national real estate data base
developed by LexisNexis;
WHEREAS, LexisNexis has succeeded to the rights and obligations of Mead
Data Central, Inc. under the Data Conversion Agreement with IDM Manila for the
fabrication and processing of data;
WHEREAS, LexisNexis entered into the Programming and Support Agreement
with IDM Manila;
WHEREAS, LexisNexis entered into the Data License Agreement with IDM US,
whereby LexisNexis granted IDM US a non-exclusive license to distribute its
national real estate data base on a limited basis;
WHEREAS, LexisNexis also entered into the Brokerage Agreement with IDM US
to retain IDM US to identify and solicit prospective bulk license customers for
the national real estate data base developed by LexisNexis; and
WHEREAS, in order to accomplish the objectives of Fidelity and LexisNexis
with respect to the national real estate data base, the parties will amend the
existing agreements between LexisNexis and IDM Manila and IDM US in accordance
with this Agreement.
Accordingly, in consideration of the mutual agreements hereinafter set
forth, Fidelity and LexisNexis agree as follows:
141727
|
Fidelity Nat'l
As referenced in this Strategic Alliance Agreement:
Fidelity National Financial, Inc – notices or other communications required or
permitted hereunder shall be in writing, shall be deemed given or delivered when
received and shall be addressed as follows:
If to Fidelity, to:
Fidelity National Financial, Inc .
4050 Calle Real
Santa Barbara, California 93110
Attention: Mr. Eric Swenson
Facsimile: (805) 696-7499
If to LexisNexis, to:
LexisNexis, a division of Reed Elsevier, Inc.
9443 Springboro Pike
_____________
dt 1545247
;
LexisNexis;
| Fidelity National Information Solutions Inc.
|
Preview
Full Doc
| 2003 |
Marketing Agreement [Form]
Marketing Agreement [Form] (14K)
Doc #143906: Click preview link for longer preview.
COMMERCE INSURANCE
[CIC Logo] The Commerce Insurance Company
Citation Insurance Company
211 Main Street, Webster, Massachusetts 01570 (508) 943-9000
Members of The Commerce Group, Inc.
June 16, 1995
Mr. Earle B. Seeley, Pres.
AUTOMOBILE CLUB OF MERRIMACK VALLEY
155 Parker Street
Lawrence, MA 01842-0039
RE: MASSACHUSETTS PERSONAL AUTOMOBILE GROUP MARKETING AGREEMENT
Dear Buzz:
This letter is to document and confirm the personal automobile group marketing
agreement between The Automobile Club of Merrimack Valley, herein after referred
to as AAA, and The Commerce Insurance Company. Relevant components of the
agreement include:
1. Group Definition - All vehicles owned by members of AAA will be eligible
for the group personal automobile program. Although separate negotiations
will occur between Commerce and other AAA offices, it is our intent to
offer a group program to all AAA members in Massachusetts. While Commerce
will attempt to maintain consistency in the group products made available
to the different AAA Chapters, it is recognized that differences may
result from the underlying loss experience and marketing
plans/requirements of each Chapter.
2. Effective Date - All policies effective on or after 9/1/95.
3. Marketing - All marketing will be performed exclusively by AAA.
Commerce agents selected by AAA to participate in the servicing of the AAA
group will not be permitted to advertise and/or market the AAA group
marketing program, or to participate in and/or initiate the signing-up of
new AAA members.(1)
143906
|
Commerce Group
As referenced in this Marketing Agreement [Form]:
Commerce Group, Inc – COMMERCE INSURANCE
[CIC Logo] The Commerce Insurance Company
Citation Insurance Company
211 Main Street, Webster, Massachusetts 01570 (508) 943-9000
Members of The Commerce Group, Inc .
June 16, 1995
Mr. Earle B. Seeley, Pres.
AUTOMOBILE CLUB OF MERRIMACK VALLEY
155 Parker Street
Lawrence, MA 01842-0039
RE: MASSACHUSETTS
_____________
dt 231848
;
Automobile Club of Merrimack Valley;
| The Commerce Insurance Company
|
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (63K)
Doc #143976: Click preview link for longer preview.
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Senior Notes included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior
Notes, in the form in which first filed, or transmitted for filing, with the
Commission after the effective date of the Registration Statement pursuant to
Rule 424(b), including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or
143976
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as
_____________
Hartford Financial Services
Group, Inc – New York, New York, 10004, Attention: Don Hansen (Fax:
212-357-5505);
(b) if to the Company, shall be delivered or sent by mail,
telex or facsimile transmission to The Hartford Financial Services
Group, Inc ., Hartford Plaza, Hartford, Connecticut 06115-1900,
Attention: General Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or
sent by mail, telex
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
17
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By: /s/ John N. Giamalis
__________________________
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs &
_____________
dt 1412352
;
UBS Warburg
As referenced in this Remarketing Agreement:
UBS
Warburg LLC – to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC , is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section 3(
_____________
dt 106378
;
 Goldman, Sachs
As referenced in this Remarketing Agreement:
Goldman, Sachs – y87051exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.4
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York
Goldman, Sachs – AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New
Goldman, Sachs – time.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set
Goldman, Sachs – as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the
Goldman, Sachs – to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC, is true and correct as
dt 44534
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust
JPMorgan Chase – Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "
JPMorgan Chase – in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(
JPMorgan Chase – Purchase Contract Agent, shall be delivered or
sent by mail, telex or facsimile transmission to JPMorgan Chase Bank, 4
New York Plaza, 15th Floor, New York, New York 10004, Attention:
Institutional Trust
JPMORGAN CHASE – GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs & Co.
_________________________
(GOLDMAN, SACHS & CO.)
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for
dt 45786
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co – Underwriters identified in Schedule I to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co . Incorporated and UBS
Warburg LLC, is true and correct as if made on each of the dates
specified above; provided that for
_____________
dt 183398
|
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (69K)
Doc #143977: Click preview link for longer preview.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $125,000,000 (or up to $143,750,000 if
the Underwriters exercise their overallotment option in full) aggregate Stated
Amount of its Securities (the "Securities") under the Purchase Contract
Agreement, dated as of May 28, 2003 by and between the Purchase Contract Agent
and the Company (the "Purchase Contract Agreement") as amended or supplemented
from time to time; and
WHEREAS, the Securities will initially consist of 5,000,000 (or
5,750,000 if the Underwriters exercise their overallotment option in full)
Income PRIDES, each such security consisting of a Senior Note initially due 2008
issued by the Company in the principal amount of $25 (a "Debt Security") and a
Purchase Contract issued by the Company ("Purchase Contract") pursuant to the
Purchase Contract Agreement, and no Growth PRIDES, each such security consisting
of certain U.S. Treasury Securities and a Purchase Contract.
WHEREAS, the Debt Securities will be pledged pursuant to the Pledge
Agreement (the "Pledge Agreement"), dated as of May 28, 2003, by and between the
Company, BNY Midwest Trust Company, as Collateral Agent, Securities Intermediary
and Custodial Agent (the "Collateral Agent") and the Purchase Contract Agent, to
secure an Income PRIDES Holder's obligations under the related Purchase Contract
on the Purchase Contract Settlement Date.
WHEREAS, the Remarketing Agent will remarket in the manner provided
herein the Debt Securities pledged pursuant to the Pledge Agreement (the
"Pledged Debt Securities") of the Income PRIDES Holders who have not already
settled their Purchase Contracts, and any Debt Securities that are not pledged
pursuant to the Pledge Agreement (the "Other Debt Securities") of the holders
who have elected to have their Debt Securities remarketed, in each case, as
provided in the Purchase Contract Agreement.
WHEREAS, in the event of a successful remarketing as provided herein,
the applicable interest rate on the Debt Securities will be reset, on the Reset
Date, to the Reset Rate, which will be the sum of (1) the Applicable Benchmark
Treasury (as agreed between the Company and the Reset Agent) in effect on a
Remarketing Date and (2) the Reset Spread determined by the Reset Agent as the
additional spread required to produce the rate the Debt Securities should bear
in order for the Debt Securities being remarketed to have an approximate market
value on the Reset Date of (a) if the proposed Reset Date is not the Purchase
Contract Settlement Date, 100.25% multiplied by the Remarketing Treasury
Portfolio Purchase Price, plus the Remarketing Fee (the "Remarketing Value"), or
(b) if the proposed Reset Date is the Purchase Contract Settlement Date, 100.25%
multiplied by the aggregate principal amount of the Debt Securities being
remarketed; plus the
{PAGE}
Remarketing Fee (the "Contract Settlement Value"), provided that the Reset Rate
shall in no event exceed the maximum permitted by applicable law.
WHEREAS, if a Reset Date occurs on a date that is not February 16,
2006, May 16, 2006 and August 16, 2006, the Reset Agent shall determine (1) the
minimum integral multiple number of Income PRIDES and Growth PRIDES required to
make Collateral Substitutions (as defined in the Purchase Contract Agreement),
and (2) the percentage of the undivided beneficial ownership interest in the
Remarketing Treasury Portfolio constituting the Applicable Ownership Interest
therein with respect to each Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent and as such to perform the services described
herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein.
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Pledge Agreement.
Section 2. Appointment and Obligations of Reset Agent and Remarketing
Agent; Remarketing.
(a) Appointment and Obligations. The Company hereby appoints
Merrill Lynch, and Merrill Lynch hereby accepts such appointment, (i) as the
Reset Agent to determine, in consultation with the Company and in the manner
provided for in the Indenture, the Debt Securities and the Purchase Contract
Agreement, (a) the Reset Rate, that in the opinion of the Reset Agent, will,
when applied to the Debt Securities, enable the aggregate principal amount of
the Debt Securities being remarketed to have an approximate aggregate market
value equal to (1) on any Remarketing Date (other than the third Business Day
immediately preceding August 16, 2006), the Remarketing Value or (2) on the
third Business Day immediately preceding August 16, 2006, the Contract
Settlement Value; and (b) if a Reset Date occurs on a date that is not February
16, 2006, May 16, 2006 or August 16, 2006, (1) the minimum integral multiple
number of Income PRIDES and Growth PRIDES required to make Collateral
Substitutions (as defined in the Purchase Contract Agreement), and (2) the
percentage of the undivided beneficial ownership interest in the Remarketing
Treasury Portfolio constituting the Applicable Ownership Interest therein with
respect to each Payment Date that follows such Reset Date; and (ii) as the
exclusive Remarketing Agent to remarket the Debt Securities (subject to the
right of Merrill Lynch to appoint additional remarketing agents hereunder as
described below) (1) on any Remarketing Date that is not the third Business Day
immediately preceding the Contract Settlement Date, to remarket (A) the Pledged
Debt Securities of Income PRIDES Holders who have not already settled their
Purchase Contracts, and (B) any Other Debt Securities of the holders who have
elected to have their Debt Securities so remarketed, for settlement on the third
Business Day following such Remarketing Date, or (2)
143977
|
AmerUs Group
As referenced in this Remarketing Agreement:
AmerUs Group Co – y87070a1exv4w3.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co ., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: Melinda Urion, Chief Financial Officer, with a copy to
Joseph K. Haggerty, Senior Vice
_____________
AMERUS GROUP CO – be executed in its name and
on its behalf by one of its duly authorized officers as of the date first above
written.
AMERUS GROUP CO .
By: /s/ Roger K. Brooks
---------------------------------
Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
_____________
AmerUs Group Co – Shawn K. Bednasek
Title: Vice President
15
{PAGE}
Exhibit A to Remarketing Agreement
SUPPLEMENTAL REMARKETING AGREEMENT
Supplemental Remarketing Agreement dated _____________, ____ among
AmerUs Group Co ., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: Chief Financial Officer, with a copy to the General
Counsel; if to the Remarketing
_____________
dt 229939
;
First Union
As referenced in this Remarketing Agreement:
First Union
National Bank) – May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined
_____________
First Union National Bank) – dated as of June 16, 1998 (the "Indenture") by and between AmerUs
Group Co., an Iowa corporation, and Wachovia Bank, National Association
(formerly First Union National Bank) , as supplemented by an Officer's
Certificate dated May 28, 2003, establishing the Securities.
[Minimum Initial Remarketing Price] [Aggregate Principal Amount
of
_____________
dt 184204
;
Merrill Lynch
As referenced in this Remarketing Agreement:
Merrill Lynch & Co – Portfolio constituting the Applicable Ownership Interest
therein with respect to each Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co ., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent and as such
_____________
Merrill Lynch & Co – Officer, with a copy to
Joseph K. Haggerty, Senior Vice President and General Counsel; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch & Co ., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, at Four World Financial Center, North Tower 25th
Floor, New York, New York 10080, Attention: Equity
_____________
MERRILL LYNCH & CO – written.
AMERUS GROUP CO.
By: /s/ Roger K. Brooks
---------------------------------
Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO .
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually but solely as
_____________
Merrill Lynch & Co – to them in the Remarketing Agreement,
dated as of May 28, 2003 (the "Remarketing Agreement"), among the Company, the
Purchase Contract Agent and Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner &
Smith Incorporated or, if not defined in the Remarketing Agreement, the meanings
assigned to them in the Purchase
_____________
Merrill Lynch & Co – Moines,
Iowa 50309, Attention: Chief Financial Officer, with a copy to the General
Counsel; if to the Remarketing Agent or Reset Agent, to Merrill Lynch & Co .,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, at Four World Financial
Center, North Tower 25th Floor, New York, New York 10080, Attention: Equity
_____________
dt 149343
;
|
MLBFS
As referenced in this Remarketing Agreement:
Merrill Lynch, Pierce,
Fenner & Smith – of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $125,000,000 (or
Merrill Lynch,
Pierce, Fenner & Smith – Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent
Merrill Lynch, Pierce,
Fenner & Smith – and General Counsel; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, at Four World Financial Center, North Tower 25th
Floor, New York, New York
MERRILL LYNCH, PIERCE, FENNER & SMITH – K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually
Merrill Lynch, Pierce,
Fenner & Smith – Supplemental Remarketing Agreement dated _____________, ____ among
AmerUs Group Co., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract Agent and
dt 43939
;
Wachovia Bank
As referenced in this Remarketing Agreement:
Wachovia Bank, – REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the
_____________
Wachovia
Bank, – Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603,
Attention: Edward S. Best; and if to the Purchase Contract Agent, to Wachovia
Bank, National Association, 401 South Tryon Street, 12th Floor,
13
{PAGE}
Charlotte, North Carolina 28288-1179, Attention: Corporate Trust Department, or
to such
_____________
WACHOVIA BANK, – and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually but solely as Purchase
Contract Agent and as attorney-in-fact
for the holders of the Purchase Contracts
_____________
Wachovia Bank, – Agreement dated _____________, ____ among
AmerUs Group Co., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract Agent and attorney-in-fact for the
Holders of the Purchase Contracts (as such terms are defined
_____________
Wachovia Bank, – Mayer, Brown, Rowe & Maw, 190 South LaSalle
Street, Chicago, Illinois 60603, Attention: Edward S. Best; and if to the
Purchase Contract Agent, to Wachovia Bank, National Association, 401 South Tryon
Street, 12th Floor, Charlotte, North Carolina 28288-1179, Attention: Corporate
Trust Department, or to such other address
_____________
dt 88654
;
 Mayer Brown
As referenced in this Remarketing Agreement:
Mayer, Brown – 25th
Floor, New York, New York 10080, Attention: Equity Capital Markets, with a copy
to Mayer, Brown , Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603,
Attention: Edward S. Best; and
Mayer, Brown – 25th Floor, New York, New York 10080, Attention: Equity
Capital Markets, with a copy to Mayer, Brown , Rowe & Maw, 190 South LaSalle
Street, Chicago, Illinois 60603, Attention: Edward S. Best; and
dt 36148
|
Preview
Full Doc
| 2003 |
Remarketing Agreement [Form]
Remarketing Agreement [Form] (27K)
Doc #143981: Click preview link for longer preview.
FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of May __, 2003 (the
"Remarketing Agreement") by and between AmerUs Group Co. (the "Company"), and
_______ not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount $_____ of
its Securities (the "Securities") under the Purchase Contract Agreement, dated
as of May __, 2003 by and between the Purchase Contract Agent and the Company
(the "Purchase Contract Agreement"); and
WHEREAS, the Securities will initially consist of _______ Income
PRIDES, each such security consisting of a __% Note initially due May 16,
2008 issued by the Company in the principal amount of $25 (a "Debt Security")
and a Purchase Contract issued by the Company ("Purchase Contract") pursuant to
the Purchase Contract Agreement and _____ Growth PRIDES each such security
consisting of certain U.S. Treasury Securities and a Purchase Contract.
WHEREAS, the Debt Securities will be pledged pursuant to the Pledge
Agreement (the "Pledge Agreement"), dated as of May __, 2003, by and between the
Company, _______, as Collateral Agent, Securities Intermediary and Custodial
Agent (the "Collateral Agent") and the Purchase Contract Agent, to secure an
Income PRIDE holder's obligations under the related Purchase Contract on the
Purchase Contract Settlement Date; and
WHEREAS, the Debt Securities of such holders electing to have their
Debt Securities that are not pledged pursuant to the Pledge Agreement
remarketed, or of such Type A Security holders who have elected not to settle
the Purchase Contracts related to their Type A Security from the proceeds of a
Cash Settlement and who have not early settled their Purchase Contracts, will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and
WHEREAS, the applicable interest rate on the Debt Securities will be
reset to the Reset Rate on the Reset Date; and
WHEREAS, the Company has requested Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") to act as the Reset Agent and as the
Remarketing Agent and as such to perform the services described herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
{PAGE}
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Pledge Agreement.
Section 2. Appointment and Obligations of Reset Agent and Remarketing
Agent; Remarketing.
(a) Appointment and Obligations. The Company hereby appoints Merrill
Lynch, and Merrill Lynch hereby accepts such appointment, (i) as the Reset Agent
to determine, and in consultation with the Company and in the manner provided
for in the Debt Securities and the Purchase Contract Agreement, the Reset Rate
and (ii) as the exclusive Remarketing Agent to remarket the Debt Securities as
provided in Section 2(b), pursuant to the Remarketing Underwriting Agreement
attached hereto as Exhibit A, among the Company, the Purchase Contract Agent and
the Remarketing Agent (with such changes as the Company, the Purchase Contract
Agent and the Remarketing Agent may agree upon, it being understood that changes
may be necessary in the representations, warranties, covenants and other
provisions of the Remarketing Underwriting Agreement due to changes in law or
facts and circumstances). Pursuant to the Remarketing Underwriting Agreement,
the Remarketing Agent, either as the sole remarketing underwriter or as the
representative of a syndicate including the Remarketing Agent and one or more
other remarketing underwriters designated by the Remarketing Agent, will agree,
subject to the terms and conditions set forth therein, that the Remarketing
Agent and any such other remarketing underwriters will purchase, severally, the
Debt Securities to be sold by the holder or holders of Debt Securities or Income
PRIDES on the dates and at the prices described in Section 2(b).
(b) Remarketing Procedures.
(1) On each Reset Announcement Date, the Agent shall give Holders of
Debt Securities (whether held as a component of Income PRIDES or separately with
such Debt Securities held separately being referred to as "Separate Notes")
notice of the remarketing to occur on the associated Remarketing Date. The
Company or the Agent, at the Company's request, shall request not later than
seven nor more than 15 calendar days prior to any Remarketing Date, that the
Clearing Agency notify the Clearing Agency participants of such Remarketing
Date. The Agent shall notify, by 10:00 a.m., New York City time, on the third
Business Day preceding such Remarketing Date, the Remarketing Agent and the
Collateral Agent of the aggregate principal amount of Debt Securities included
in the Income PRIDES, which shall be remarketed. On the third Business Day
preceding such Remarketing Date, no later than by 10:00 a.m., New York City
time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will
notify the Remarketing Agent of the aggregate principal amount of Separate Notes
to be remarketed. No later than 10:00 a.m., New York City time, on the Business
Day immediately preceding such Remarketing Date, the Collateral Agent and the
Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for
remarketing to the Remarketing Agent all Debt Securities to be remarketed. Upon
receipt of such notice from the Agent and the Custodial Agent and such Debt
Securities from the Collateral Agent and the Custodial Agent, the Remarketing
Agent will, on such Remarketing Date, use its reasonable efforts to sell such
Debt Securities on such date at the Reset Rate. The sale of the Debt Securities
will be settled on or prior to the third Business Day following such Remarketing
Date on which the Debt Securities were successfully remarketed. The
143981
|
AmerUs Group
As referenced in this Remarketing Agreement [Form]:
AmerUs Group Co – Exhibit 4.3
FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of May __, 2003 (the
"Remarketing Agreement") by and between AmerUs Group Co . (the "Company"), and
_______ not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: _________; if to the Remarketing Agent or Reset Agent,
_______; and if to the
_____________
AMERUS GROUP CO – in its name and
on its behalf by one of its duly authorized officers as of the date first above
written.
5
{PAGE}
AMERUS GROUP CO .
By:_________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
__________________________________
__________________________________
By:_______________________________
Authorized Signatory
not individually but solely as Purchase
Contract Agent and
_____________
AmerUs Group Co – receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines, IA 50309,
Attention: ________; if to the Remarketing Agent or Reset Agent, to _______; and
if to
_____________
AMERUS GROUP CO – hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Remarketing Underwriters.
Very truly yours,
AMERUS GROUP CO .
By:________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
__________________________________
__________________________________
By:_______________________________
Authorized Signatory
not individually but solely as Purchase
Contract Agent and
_____________
dt 229940
;
|
MLBFS
As referenced in this Remarketing Agreement [Form]:
Merrill Lynch, Pierce,
Fenner & Smith – of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount $
Merrill Lynch, Pierce, Fenner &
Smith – reset to the Reset Rate on the Reset Date; and
WHEREAS, the Company has requested Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") to act as the Reset Agent and as the
Remarketing Agent
dt 43940
|
Preview
Full Doc
| 2003 |
Quota Share Retrocession Agreement
Quota Share Retrocession Agreement (71K)
Doc #144043: Click preview link for longer preview.
QUOTA SHARE RETROCESSION AGREEMENT
by and between
HARTFORD FIRE INSURANCE COMPANY
(the "Retrocedent")
and
ENDURANCE REINSURANCE CORPORATION OF AMERICA
(the "Retrocessionaire")
Dated as of May 15, 2003
{PAGE}
INDEX OF EXHIBITS
Exhibit A - Form of Cash Settlement Statement
Exhibit B - Trust Agreement
INDEX OF SCHEDULES
Schedule 1.1 Reinsured Liability Caps
Schedule 1.2 Reinsured Contracts
Schedule 1.3 Allocation Schedule
Schedule 1.4 IBNR Factors
Schedule 2.9 Preliminary Cash Settlement Statement
i
{PAGE}
QUOTA SHARE RETROCESSION AGREEMENT
This QUOTA SHARE RETROCESSION AGREEMENT (together with all Exhibits and
Schedules hereto, this "Retrocession Agreement"), dated as of May 15, 2003, by
and between HARTFORD FIRE INSURANCE COMPANY, an insurance company organized
under the laws of the State of Connecticut (together with its successors and
permitted assigns, the "Retrocedent") and ENDURANCE REINSURANCE CORPORATION OF
AMERICA, an insurance company organized under the laws of the State of New York
(together with its successors and permitted assigns, the "Retrocessionaire").
WHEREAS, the Retrocedent, HartRe Company, L.L.C. ("HartRe"), a Connecticut
limited liability company, and the Retrocessionaire have entered into a Purchase
Agreement, dated as of May 15, 2003 (the "Purchase Agreement"), pursuant to
which the Retrocessionaire will acquire, among other things, the exclusive right
to renew contracts constituting the Business (as defined therein); and
WHEREAS, as part of such Purchase Agreement, the Retrocedent and the
Retrocessionaire have agreed to enter into this Retrocession Agreement pursuant
to which the Retrocedent will cede, and the Retrocessionaire will assume, on a
100% quota share basis, all of the Reinsured Liabilities (as defined herein).
NOW, THEREFORE, for and in consideration of the premises and the promises
and the mutual agreements hereinafter set forth and set forth in the Purchase
Agreement and the other Related Documents, the parties hereto, intending to be
legally bound, covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. Capitalized terms used but not defined herein
and which are defined in the Purchase Agreement shall have the meanings ascribed
to them in the Purchase Agreement. As used in this Retrocession Agreement, the
following terms shall have the meanings set forth herein:
"Additional Canadian Contracts" shall mean Renewal Contracts issued with
respect to Canadian cedents by the Retrocedent at the Retrocessionaire's
direction in accordance with Section 2.7.
"Adjusted Closing Cash Settlement Statement" shall have the meaning set
forth in Section 2.10.
"Adjustment Date" shall mean December 31, 2004 and each June 30th and
December 31st thereafter until all claims under the Reinsured Contracts are
finally settled.
"Blended Target Loss Ratio" shall have the meaning set forth in Section
2.6(c).
144043
|
Hartford
As referenced in this Quota Share Retrocession Agreement:
Hartford Financial Services Group, Inc – to:
Hartford Fire Insurance Company
Hartford Plaza
Hartford Plaza
Hartford Connecticut 06115-1900
Attention: General Counsel
Telephone: (860) 547-5000
Facsimile: (860) 547-5714
with copies to:
21
{PAGE}
The Hartford Financial Services Group, Inc .
Hartford Plaza
Hartford, Connecticut 06115-1900
Attention: General Counsel
Telephone: (860) 547-5000
Facsimile: (860) 547-5714
and
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
_____________
dt 1412353
;
LeBoeuf Lamb
As referenced in this Quota Share Retrocession Agreement:
LeBoeuf, Lamb – Connecticut 06115-1900
Attention: General Counsel
Telephone: (860) 547-5000
Facsimile: (860) 547-5714
and
LeBoeuf, Lamb , Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-
dt 38050
;
Skadden
As referenced in this Quota Share Retrocession Agreement:
Skadden, – Esq.
General Counsel
Telephone: (914) 466-8000
Facsimile: (814) 997-0331
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention:
dt 34197
;
| Hartford Fire Insurance Company;
Endurance Reinsurance Corporation of America;
Endurance Specialty Holdings Ltd
|
Preview
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| 2002 |
Quota Share Retrocession Agreement (Traditional) [Form]
Quota Share Retrocession Agreement (Traditional) [Form] (80K)
Doc #144063: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(TRADITIONAL)
BY AND BETWEEN
ST PAUL REINSURANCE COMPANY LIMITED
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. London time on the later of the Business Day (such term and all other
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement, as defined below)
following the Closing or July 1, 2002 (the "EFFECTIVE TIME" and such date the
"EFFECTIVE DATE"), is made by and between ST PAUL REINSURANCE COMPANY LIMITED, a
United Kingdom domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ], 2002
(the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance subsidiaries to cede
specified liabilities under certain reinsurance contracts of The St. Paul's
insurance subsidiaries, and Platinum Holdings agreed to cause its insurance
subsidiaries to reinsure such liabilities; and
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and upon
the terms and conditions set forth herein, the parties hereto agree as follows:
1. BUSINESS COVERED; EXCLUSIONS
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms
of this
1
{Page}
Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not
yet paid as of the Effective Time, under all reinsurance and retrocession
contracts that:
(i) are underwritten by or on behalf of Retrocedant, incept on or after
January 1, 2002 and belong to the classes specified in Exhibit A-1
hereto (solely for the convenience of the parties, Exhibit A-2 hereto
sets forth a list of such Reinsurance Contracts); or
(ii) are new or renewal contracts entered into by Retrocedant pursuant to
Clause 4.1 of Part B of the UK Underwriting Agency and Underwriting
Management Agreement (the "Agency Agreement") between Retrocedant and
Platinum Re (UK) Limited of even date herewith,
(each, a "REINSURANCE CONTRACT"), but excluding reinsurance contracts
entered into otherwise than pursuant to Clause 4.1 of Part B of the Agency
Agreement belonging to the classes specified in Exhibit B-1 hereto (the
"EXCLUDED CONTRACTS"), (solely for the convenience of the parties, Exhibit
B-2 hereto sets forth a list of such reinsurance contracts) it being
understood that any reinsurance contract not meeting the criteria set
forth in Exhibit A-1 (other than a Reinsurance Contract entered into
pursuant to Clause 4.1 of Part B of the Agency Agreement) shall be deemed
to be an Excluded Contract for the purposes of this Agreement unless
otherwise agreed to by the parties and provided that, for the avoidance of
doubt, Retrocedant shall not retrocede, and Retrocessionaire shall not
accept, any liability incurred by Retrocedant under reinsurance and
retrocession contracts to the extent that they are entered into or renewed
after the authorisation of Platinum Re UK Limited under Part IV of the
Financial Services and Markets Act 2000 of the United Kingdom to carry on
reinsurance business in the United Kingdom. No retrocession shall attach
with respect to any contracts of reinsurance of any kind or type
whatsoever issued and/or assumed by Retrocedant, other than the
Reinsurance Contracts.
2. TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire,
this Agreement shall remain continuously in force until all Reinsurance
Contracts are terminated, expired, cancelled or commuted.
3. COVERAGE
3.1 SECTION A (RETROSPECTIVE) COVERAGE PERIOD.
The Section A (Retrospective) Coverage Period will be the period from and
including January 1, 2002 to but not including the Effective Time.
3.2 SECTION B (PROSPECTIVE) COVERAGE PERIOD.
The Section B (Prospective) Coverage Period will be the period from and
including the Effective Time through the commutation, expiration or final
144063
|
PUH
As referenced in this Quota Share Retrocession Agreement (Traditional) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ], 2002
(the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance
_____________
dt 1545996
;
St Paul Reinsurance Company Limited;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - A) [Form]
Quota Share Retrocession Agreement (Non-Traditional - A) [Form] (74K)
Doc #144064: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - A)
BY AND BETWEEN
ST. PAUL REINSURANCE COMPANY LIMITED
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
{Page}
2
THIS QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. London time on the later of the Business Day (such term and all other
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement, as defined below)
following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the
"EFFECTIVE DATE"), is made by and between ST. PAUL REINSURANCE COMPANY LIMITED,
a United Kingdom domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ], 2002
(the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance subsidiaries to cede
specified liabilities under certain reinsurance contracts of The St. Paul's
insurance subsidiaries; and Platinum Holdings agreed to cause its insurance
subsidiaries to reinsure such liabilities;
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and upon
the terms and conditions set forth herein, the parties hereto agree as follows:
1. BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms
of this Agreement, a one hundred percent (100%) quota share of any and
all liabilities incurred by Retrocedant on or after January 1, 2002 but
not yet paid as of the Effective Time, under all reinsurance and
retrocession contracts that:
(i) are listed in Exhibit A hereto; or
(ii) are new or renewal reinsurance or retrocession contracts [of the
kind listed in Exhibit A hereto] entered into by Retrocedant
pursuant to Clause 4.2 of Part B or (to the extent provided
therein) Clause 10 of Part C of the UK Underwriting Agency and
Underwriting Management Agreement (the "AGENCY AGREEMENT")
between Retrocedant and Platinum Re (UK) Limited of even date
herewith,
(together, the "REINSURANCE CONTRACTS"), provided that (for the avoidance
of doubt and save as provided in Clause 10 of Part C of the Agency
Agreement) Retrocedant shall not retrocede, and Retrocessionaire shall
not accept, any liability incurred by
{Page}
3
Retrocedant under reinsurance and retrocession contracts to the extent
that they are entered into or renewed after the authorisation of Platinum
Re UK Limited under Part IV of the Financial Services and Markets Act
2000 of the United Kingdom to carry on reinsurance business in the United
Kingdom.
2. TERM
This Agreement shall be continuous as to the Reinsurance Contracts.
Except as mutually agreed in writing by Retrocedant and Retrocessionaire,
this Agreement shall remain continuously in force until all Reinsurance
Contracts are terminated, expired, cancelled or commuted.
3. COVERAGE
3.1 SECTION A (RETROSPECTIVE) COVERAGE PERIOD
The Section A (Retrospective) Coverage Period will be the period from and
including January 1, 2002 to but not including the Effective Time.
3.2 SECTION B (PROSPECTIVE) COVERAGE PERIOD.
The Section B (Prospective) Coverage Period will be the period from and
including the Effective Time through and including the commutation,
expiration or final settlement of all liabilities under any of the
Reinsurance Contracts referred to in sub-paragraph (i) of Clause 1
("SECTION B COVERAGE").
4. PREMIUMS AND ADDITIONAL CONSIDERATION
4.1 SECTION A (RETROSPECTIVE) COVERAGE PERIOD - PREMIUM
(A) On the Effective Date, in respect of the Section A
(Retrospective) Coverage Period, Retrocedant shall pay to the
account of Retrocessionaire an amount (the "INITIAL SECTION A
PREMIUM") equal to one hundred percent (100%) of the carrying
value on the books of Retrocedant as of June 30, 2002, of the
aggregate of all loss and loss adjustment expense and ceding
commission reserves relating to the Reinsurance Contracts with
respect to the Section A (Retrospective) Coverage Period,
determined in accordance with statutory accounting principles on
a basis consistent in all material respects with the methods,
principles, practices and policies employed in the preparation
and presentation of Retrocedant's annual statutory financial
statement as of 31st December, 2001 as filed with the Financial
Services Authority and as submitted to The St. Paul, and subject
to the adjustments as set forth on Exhibit B hereto (the "LOSS
RESERVE ADJUSTMENTS"), as applicable.
(B) As soon as reasonably practicable, but in no event later than
[90] days following the Effective Date, Retrocedant shall prepare
and deliver to Retrocessionaire an accounting, including the
calculation of all Loss Reserve Adjustments as provided for
herein (the "PROPOSED LOSS RESERVE
144064
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - A) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ], 2002
(the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance
_____________
dt 1545997
;
St. Paul Reinsurance Company Limited;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form]
Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form] (61K)
Doc #144065: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - B-1)
BY AND BETWEEN
ST. PAUL REINSURANCE COMPANY Limited
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
{Page}
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. London time on the later of the Business Day (such term and all other
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement, as defined below)
following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the
"EFFECTIVE DATE"), is made by and between ST. PAUL REINSURANCE COMPANY LIMITED,
a United Kingdom domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance subsidiaries to cede
specified liabilities under certain reinsured contracts of The St. Paul's
insurance subsidiaries; and Platinum Holdings agreed to cause its insurance
subsidiaries to reinsure such liabilities;
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and upon
the terms and conditions set forth herein, the parties hereto agree as follows:
1. BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms
of this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not
yet paid as of the Effective Time, under all reinsurance and retrocession
contracts that:
(i) are listed in Exhibit A hereto; or
(ii) are new or renewal reinsurance or retrocession contracts [of the kind
listed in Exhibit A hereto] entered into by Retrocedant pursuant to
Clause 4.2 of Part B or (to the extent provided therein) Clause 10 of
Part C of the UK Underwriting Agency and Underwriting Management
Agreement (the "AGENCY AGREEMENT") between Retrocedant and Platinum
Re (UK) Limited of even date herewith,
(together, the "REINSURANCE CONTRACTS"), provided that (for the avoidance
of doubt and save as provided in Clause 10 of Part C of the Agency
Agreement) Retrocedant shall not retrocede, and Retrocessionaire shall not
accept, any liability incurred by Retrocedant under reinsurance and
retrocession contracts to the extent that they are entered into or renewed
after the authorisation of Platinum Re UK Limited under Part IV of the
Financial Services and Markets Act 2000 of the United Kingdom to carry on
reinsurance business in the United Kingdom.
{Page}
2. TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by Retrocedant and Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance
Contracts are terminated, expired, cancelled or commuted.
3. COVERAGE
3.1 Section A (Retrospective) Coverage Period
The Section A (Retrospective) Coverage Period will be the period from and
including January 1, 2002 to but not including the Effective Time.
3.2 Section B (Prospective) Coverage Period
The Section B (Prospective) Coverage Period will be the period from and
including the Effective Time through the commutation, expiration or final
settlement of all liabilities under any of the Reinsurance Contracts
referred to in sub-paragraph (i) of Clause 1.
3.3 Coverage Limits
Coverage under this Agreement for a specific Reinsurance Contract shall be
subject to the aggregate limit specified in the Reinsurance Contract
reduced by all payments made by either Retrocedant or Retrocessionaire
pursuant to such Reinsurance Contract.
4. PREMIUMS AND ADDITIONAL CONSIDERATION
4.1 Section A (Retrospective) Coverage Period -- Premiums
(A) On the Effective Date, in respect of the Section A (Retrospective)
Coverage Period, Retrocedant shall pay to the account of
Retrocessionaire an amount (the "INITIAL SECTION A PREMIUM") equal to
one hundred percent (100%) of the carrying value on the books of
Retrocedant as of June 30, 2002, of the aggregate of all loss and
loss adjustment expense and ceding commission reserves relating to
the Reinsurance Contracts with respect to the Section A
(Retrospective) Coverage Period, determined in accordance with
statutory accounting principles on a basis consistent in all material
respects with the methods, principles, practices and policies
employed in the preparation and presentation of Retrocedant's annual
statutory financial statement as of 31st December, 2001 as filed with
the Financial Services Authority and as submitted to The St. Paul,
and subject to the adjustments as set forth on Exhibit B hereto (the
"LOSS RESERVE ADJUSTMENTS"), as applicable.
(B) As soon as reasonably practicable, but in no event later than [90]
days following the Effective Date, Retrocedant shall prepare and
deliver to Retrocessionaire an accounting, including the calculation
of all Loss Reserve Adjustments as provided for herein (the "PROPOSED
LOSS RESERVE ACCOUNTING") of all loss and loss adjustment expense
144065
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance
_____________
dt 1545998
;
St. Paul Reinsurance Company Limited;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Traditional) [Form]
Quota Share Retrocession Agreement (Traditional) [Form] (80K)
Doc #144066: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(TRADITIONAL)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF ________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME" and such date
the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE INSURANCE
COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries, and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
1
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED; EXCLUSIONS
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts that
(i) are underwritten by St. Paul Re on behalf of Retrocedant, incept on or after
January 1, 2002 and belong to the classes specified in Exhibit A-1 hereto
(solely for the convenience of the parties, Exhibit A-2 hereto sets forth a list
of such Reinsurance Contracts (including for each such Reinsurance Contract, the
applicable loss and loss adjustment expense and ceding commission reserve
amounts, each as of June 30, 2002)), or (ii) are new or renewal contracts
entered into by Retrocedant pursuant to Article III, paragraph (a) of the
Underwriting Management Agreement between Retrocedant and Retrocessionaire of
even date herewith (each, a "REINSURANCE CONTRACT"), but excluding reinsurance
contracts belonging to the classes specified in Exhibit B-1 hereto (the
"EXCLUDED CONTRACTS"), (solely for the convenience of the parties, Exhibit B-2
hereto sets forth a list of such reinsurance contracts) it being understood that
any reinsurance contract not meeting the criteria set forth in Exhibit A-1 shall
be deemed to be an Excluded Contract for purposes of this Agreement unless
otherwise agreed to by the parties. No retrocession shall attach with respect to
any contracts of reinsurance of any kind or type whatsoever issued and/or
assumed by Retrocedant, other than the Reinsurance Contracts.
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
144066
|
PUH
As referenced in this Quota Share Retrocession Agreement (Traditional) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire,
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1545999
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional D-1) [Form]
Quota Share Retrocession Agreement (Non-Traditional D-1) [Form] (72K)
Doc #144067: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL D-1)
BY AND BETWEEN
MOUNTAIN RIDGE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF ________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement) following the
Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the "EFFECTIVE
DATE"), is made by and between MOUNTAIN RIDGE INSURANCE COMPANY, a Vermont
domiciled insurance company ("RETROCEDANT"), and PLATINUM UNDERWRITERS
REINSURANCE INC. (formerly known as USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective
{Page}
Time, a one hundred percent (100%) quota share of the liabilities arising
pursuant to the Reinsurance Contract (as defined hereunder), subject to the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant under contracts effective on or after
January 1, 2002 but not yet paid as of the Effective Time, under the Multi-Year
Aggregate Excess of Loss Reinsurance Agreement with Company D (the "REINSURANCE
CONTRACT") for the period from January 1, 2002 through December 31, 2002.
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contract. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until the Reinsurance Contract is
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including
January 1, 2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration, or final settlement of all
liabilities under any Reinsurance Contract.
144067
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional D-1) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546000
;
Mountain Ridge Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - A) [Form]
Quota Share Retrocession Agreement (Non-Traditional - A) [Form] (70K)
Doc #144068: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(Non-TRADITIONAL - A)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and
PLATINUM UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective
{Page}
Time, a one hundred percent (100%) quota share of the liabilities arising
pursuant to the Reinsurance Contracts (as defined hereunder), subject to the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts
listed in Exhibit A hereto (the "Reinsurance Contracts").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration or final settlement of all
liabilities under any of the Reinsurance Contracts.
ARTICLE IV
PREMIUMS AND ADDITIONAL CONSIDERATION
SECTION 4.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD -- PREMIUM.
144068
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - A) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546001
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form]
Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form] (70K)
Doc #144069: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - B-1)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
This QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement) following the
Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the "EFFECTIVE
DATE"), is made by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a
Minnesota domiciled insurance company ("RETROCEDANT"), and PLATINUM UNDERWRITERS
REINSURANCE INC. (formerly known as USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsured contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective
{Page}
Time, a one hundred percent (100%) quota share of the liabilities arising
pursuant to the Reinsurance Contracts (as defined hereunder), subject to the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts,
listed in Exhibit A hereto (the "REINSURANCE CONTRACTS").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration, or final settlement of al
liabilities under any of the Reinsurance Contracts.
SECTION 3.03 COVERAGE LIMITS. Coverage under this Agreement for a specific
Reinsurance Contract shall be subject to the aggregate limit specified in the
Reinsurance Contract reduced by all payments made by either Retrocedant or
Retrocessionaire pursuant to such Reinsurance Contract.
144069
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - B-1) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546002
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - B-2) [Form]
Quota Share Retrocession Agreement (Non-Traditional - B-2) [Form] (71K)
Doc #144070: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - B-2)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF ________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and
PLATINUM UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts
listed in Exhibit A hereto (the "Reinsurance Contracts").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration or final settlement of all
liabilities under any of the Reinsurance Contracts.
SECTION 3.03 COVERAGE LIMITS. Coverage under this Agreement for a
specific Reinsurance Contract shall be subject to the aggregate limit specified
in the Reinsurance Contract reduced by all payments made by either Retrocedant
or Retrocessionaire pursuant to such Reinsurance Contract.
144070
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - B-2) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546003
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - C) [Form]
Quota Share Retrocession Agreement (Non-Traditional - C) [Form] (70K)
Doc #144071: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - C)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and
PLATINUM UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective
{Page}
Time, a one hundred percent (100%) quota share of the liabilities arising
pursuant to the Reinsurance Contracts (as defined hereunder), subject to the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts
listed in Exhibit A hereto (the "Reinsurance Contracts").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration or final settlement of all
liabilities under any of the Reinsurance Contracts.
SECTION 3.03 DEDUCTIBLE. Coverage shall be provided pursuant to this
Agreement to the extent of losses and other payments subject to this Agreement
in excess in the aggregate of the Experience Account Balance (as such term is
defined in the underlying Reinsurance Contract) as adjusted from time to time.
The minimum value of the Experience Account Balance with respect to this
Agreement shall be equal to zero.
144071
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - C) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546004
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional-D-2) [Form]
Quota Share Retrocession Agreement (Non-Traditional-D-2) [Form] (72K)
Doc #144072: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL-D-2)
BY AND BETWEEN
MOUNTAIN RIDGE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
This QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement) following the
Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the "EFFECTIVE
DATE"), is made by and between MOUNTAIN RIDGE INSURANCE COMPANY, a Vermont
domiciled insurance company ("RETROCEDANT"), and PLATINUM UNDERWRITERS
REINSURANCE INC. (formerly known as USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under multi-year aggregate excess of loss reinsurance
agreements, including both the main contract and the supplemental contracts with
Company D2 (the "REINSURANCE CONTRACTS") for Sections B, C and D, as defined in
the Reinsurance Contracts, identified on Schedule A hereto.
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contract Except as
mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until the Reinsurance Contract is
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through and including the commutation, expiration, or final
settlement of all liabilities under any of the Reinsurance Contracts.
144072
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional-D-2) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546005
;
Mountain Ridge Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - D - Stop Loss) [Form]
Quota Share Retrocession Agreement (Non-Traditional - D - Stop Loss) [Form] (71K)
Doc #144073: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - D - STOP LOSS)
BY AND BETWEEN
MOUNTAIN RIDGE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
This QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between MOUNTAIN RIDGE INSURANCE
COMPANY, a Vermont domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contract (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time (the "REINSURANCE CONTRACT") under the Aggregate Excess
of Loss Reinsurance Agreement with Company D for the period from January 1, 2002
through December 31, 2002.
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contract. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously n force until the Reinsurance Contract is
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through commutation, expiration or final settlement of all
liabilities under the Reinsurance Contract.
SECTION 3.03 FUNDS WITHHELD ACCOUNT.
(a) Pursuant to the terms of the Prior Contract, Company D is obligated to
maintain a funds withheld account (the "PRIOR CONTRACT FUNDS WITHHELD ACCOUNT")
for the benefit of Retrocedant until the commutation of, the final loss
settlement under or the termination of the Prior Contract. Pursuant to the terms
of the Reinsurance Contract, Company D is obligated to maintain a funds withheld
144073
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - D - Stop Loss) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546006
;
Mountain Ridge Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
Preview
Full Doc
| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - D - Spread Loss) [Form]
Quota Share Retrocession Agreement (Non-Traditional - D - Spread Loss) [Form] (72K)
Doc #144074: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(Non-TRADITIONAL - D - SPREAD LOSS)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF ________, 2002
THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and
PLATINUM UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION Agreement") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares; and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under all reinsurance and retrocession contracts under
the Multi-Year Spread Loss Reinsurance Agreement with Company D for the period
from January 1, 2000 through December 31, 2002 listed in Exhibit A hereto (the
"REINSURANCE CONTRACTS").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contracts. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until all Reinsurance Contracts are
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time through the commutation, expiration or final settlement of all
liabilities under any of the Reinsurance Contracts.
SECTION 3.03 COVERAGE LIMITS. Coverage for the Annual Period under this
Agreement for the Reinsurance Contracts shall be subject to the aggregate limit
specified in the Reinsurance Contracts reduced by all payments made by either
Retrocedant or Retrocessionaire pursuant to the Reinsurance Contracts.
144074
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - D - Spread Loss) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION Agreement") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546007
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|
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| 2002 |
Quota Share Retrocession Agreement (Non-Traditional - D-3) [Form]
Quota Share Retrocession Agreement (Non-Traditional - D-3) [Form] (72K)
Doc #144075: Click preview link for longer preview.
FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
(NON-TRADITIONAL - D-3)
BY AND BETWEEN
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE INC.
(RETROCESSIONAIRE)
DATED AS OF________, 2002
This QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. New York time on the later of the Business Day (such term and all
other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below) following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such
date the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota domiciled insurance company ("RETROCEDANT"), and
Platinum Underwriters Reinsurance Inc. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares (such term and all other capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Formation
and Separation Agreement); and
WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul
agreed to cause its insurance subsidiaries to cede specified liabilities under
certain reinsurance contracts of The St. Paul's insurance subsidiaries; and
Platinum Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and
{Page}
WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contract (as defined hereunder), subject to
the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises and
upon the terms and conditions set forth herein, the parties hereto agree as
follows:
ARTICLE I
BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under the Whole Account Excess of Loss Reinsurance
Agreement with Company E, for the period from January 1, 2001 through December
31, 2004 (the "REINSURANCE CONTRACT").
ARTICLE II
TERM
This Agreement shall be continuous as to the Reinsurance Contract. Except
as mutually agreed in writing by the Retrocedant and the Retrocessionaire, this
Agreement shall remain continuously in force until the Reinsurance Contract is
terminated, expired, cancelled or commuted.
ARTICLE III
COVERAGE
SECTION 3.01 SECTION A (RETROSPECTIVE) COVERAGE PERIOD. The Section A
(Retrospective) Coverage Period will be the period from and including January 1,
2002 to but not including the Effective Time.
SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The
Section B (Prospective) Coverage Period will be the period from and including
the Effective Time through the commutation, expiration or final settlement of
all liabilities under the Reinsurance Contract.
144075
|
PUH
As referenced in this Quota Share Retrocession Agreement (Non-Traditional - D-3) [Form]:
Platinum Underwriters
Holdings, Ltd – USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").
WHEREAS, pursuant to a Formation and Separation Agreement dated as of [ ],
2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd . ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, Platinum Holdings acquired one hundred percent (100%) of
_____________
dt 1546008
;
St. Paul Fire and Marine Insurance Company;
| Platinum Underwriters Reinsurance Inc.
|