-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UM0zoQFvyA72ZCz9IgZVEQcVnu+jogkLQslKAI7Fmd+r8cW7lXBiOUVq9g3mzT9y pJkW9rKodpsKgozCo3Iw4A== 0000893220-07-001699.txt : 20070507 0000893220-07-001699.hdr.sgml : 20070507 20070507133003 ACCESSION NUMBER: 0000893220-07-001699 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070507 DATE AS OF CHANGE: 20070507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILADELPHIA CONSOLIDATED HOLDING CORP CENTRAL INDEX KEY: 0000909109 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232202671 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22280 FILM NUMBER: 07823247 BUSINESS ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: WYNNEWOOD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106428400 MAIL ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: MAGUIRE HOLDING CORP DATE OF NAME CHANGE: 19930714 10-Q 1 w34363e10vq.htm FORM 10-Q PHILADELPHIA CONSOLIDATED HOLDING CORP. e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2007
Commission File Number 0-22280
PHILADELPHIA CONSOLIDATED HOLDING CORP.
 
(Exact name of registrant as specified in its charter)
     
PENNSYLVANIA   23-2202671
     
(State of Incorporation)   (IRS Employer Identification No.)
One Bala Plaza, Suite 100
Bala Cynwyd, Pennsylvania 19004
(610) 617-7900

 
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES: þ   NO: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer: þ                    Accelerated Filer: o                    Non-accelerated Filer: o
Indicate by check mark whether the registrant is a shell company (as defined in Section 12b-2 of the Exchange Act).
YES: o   NO: þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of April 30, 2007.
Common Stock, no par value, 71,360,730 shares outstanding
 
 

 


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
INDEX
For the Quarterly Period Ended March 31, 2007
         
Part I — Financial Information
       
 
       
Item 1. Financial Statements:
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7-15  
 
       
    16-26  
 
       
    27  
 
       
    28  
 
       
       
 
       
    29  
 
       
    29  
 
       
    29  
 
       
    29  
 
       
    29  
 
       
    30  
 
       
    30  
 
       
    31  
 Florida Only Excess Catastrophe Reinsurance Contract
 Casualty Excess of Loss Reinsurance Contract
 Endorsement No. 6 to the Property Per Risk Excess of Loss Reinsurance Agreement
 Property Fourth Per Risk Excess of Loss Reinsurance Agreement
 Certification of the Company's Chief Executive Officer
 Certification of the Company's Chief Financial Officer
 Certification of the Company's Chief Executive Officer, pursuant to Section 906
 Certification of the Company's Chief Financial Officer, pursuant to Section 906

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
                 
    As of  
    March 31, 2007     December 31,  
    (Unaudited)     2006  
ASSETS
               
INVESTMENTS:
               
FIXED MATURITIES AVAILABLE FOR SALE AT MARKET (AMORTIZED COST $2,286,438 AND $2,136,231)
  $ 2,282,135     $ 2,129,609  
EQUITY SECURITIES AT MARKET (COST $277,422 AND $259,184)
    331,859       304,033  
 
           
TOTAL INVESTMENTS
    2,613,994       2,433,642  
 
               
CASH AND CASH EQUIVALENTS
    138,896       108,671  
ACCRUED INVESTMENT INCOME
    22,416       20,083  
PREMIUMS RECEIVABLE
    327,295       346,836  
PREPAID REINSURANCE PREMIUMS AND REINSURANCE RECEIVABLES
    261,843       272,798  
DEFERRED INCOME TAXES
    27,575       26,657  
DEFERRED ACQUISITION COSTS
    165,216       158,805  
PROPERTY AND EQUIPMENT, NET
    26,498       26,999  
OTHER ASSETS
    51,815       44,046  
 
           
TOTAL ASSETS
  $ 3,635,548     $ 3,438,537  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
POLICY LIABILITIES AND ACCRUALS:
               
UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
  $ 1,330,657     $ 1,283,238  
UNEARNED PREMIUMS
    775,859       759,358  
 
           
TOTAL POLICY LIABILITIES AND ACCRUALS
    2,106,516       2,042,596  
PREMIUMS PAYABLE
    67,322       66,827  
OTHER LIABILITIES
    209,873       161,847  
 
           
TOTAL LIABILITIES
    2,383,711       2,271,270  
 
           
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
SHAREHOLDERS’ EQUITY:
               
PREFERRED STOCK, $.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED, NONE ISSUED AND OUTSTANDING
           
COMMON STOCK, NO PAR VALUE, 100,000,000 SHARES AUTHORIZED, 71,211,963 AND 70,848,482 SHARES ISSUED AND OUTSTANDING
    386,731       376,986  
NOTES RECEIVABLE FROM SHAREHOLDERS
    (15,968 )     (17,074 )
ACCUMULATED OTHER COMPREHENSIVE INCOME
    32,587       24,848  
RETAINED EARNINGS
    848,487       782,507  
 
           
TOTAL SHAREHOLDERS’ EQUITY
    1,251,837       1,167,267  
 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 3,635,548     $ 3,438,537  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(Unaudited)
                 
    For the Three Months  
    Ended March 31,  
    2007     2006  
REVENUE:
               
NET EARNED PREMIUMS
  $ 318,718     $ 276,546  
NET INVESTMENT INCOME
    26,973       20,062  
NET REALIZED INVESTMENT GAIN (LOSS)
    1,757       (394 )
OTHER INCOME
    830       491  
 
           
TOTAL REVENUE
    348,278       296,705  
 
           
 
               
LOSSES AND EXPENSES:
               
LOSS AND LOSS ADJUSTMENT EXPENSES
    160,519       162,024  
NET REINSURANCE RECOVERIES
    (10,014 )     (18,359 )
 
           
NET LOSS AND LOSS ADJUSTMENT EXPENSES
    150,505       143,665  
ACQUISITION COSTS AND OTHER UNDERWRITING EXPENSES
    96,904       77,017  
OTHER OPERATING EXPENSES
    3,155       2,332  
 
           
TOTAL LOSSES AND EXPENSES
    250,564       223,014  
 
           
 
               
INCOME BEFORE INCOME TAXES
    97,714       73,691  
 
           
 
               
INCOME TAX EXPENSE (BENEFIT):
               
CURRENT
    36,819       29,124  
DEFERRED
    (5,085 )     (5,754 )
 
           
TOTAL INCOME TAX EXPENSE
    31,734       23,370  
 
           
 
               
NET INCOME
  $ 65,980     $ 50,321  
 
           
 
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
               
HOLDING INCOME (LOSS) ARISING DURING PERIOD
  $ 8,881     $ (5,894 )
RECLASSIFICATION ADJUSTMENT
    (1,142 )     256  
 
           
OTHER COMPREHENSIVE INCOME (LOSS)
    7,739       (5,638 )
 
           
COMPREHENSIVE INCOME
  $ 73,719     $ 44,683  
 
           
 
               
PER AVERAGE SHARE DATA:
               
NET INCOME — BASIC
  $ 0.94     $ 0.73  
 
           
NET INCOME — DILUTED
  $ 0.89     $ 0.70  
 
           
 
               
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
    70,148,787       69,377,774  
WEIGHTED-AVERAGE SHARE EQUIVALENTS OUTSTANDING
    4,054,030       2,982,230  
 
           
WEIGHTED-AVERAGE SHARES AND SHARE EQUIVALENTS OUTSTANDING
    74,202,817       72,360,004  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)
                 
    For the Three        
    Months Ended        
    March 31, 2007     For the Year Ended  
    (Unaudited)     December 31, 2006  
 
               
COMMON SHARES:
               
BALANCE AT BEGINNING OF YEAR
    70,848,482       69,266,016  
ISSUANCE (FORFEITURE) OF SHARES PURSUANT TO STOCK PURCHASE PLANS, NET
    (1,701 )     613,320  
ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    365,182       969,146  
 
           
 
               
BALANCE AT END OF PERIOD
    71,211,963       70,848,482  
 
           
 
               
COMMON STOCK:
               
BALANCE AT BEGINNING OF YEAR
  $ 376,986     $ 332,757  
ISSUANCE OF SHARES PURSUANT TO STOCK PURCHASE PLANS
    3       19,521  
EFFECTS OF ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    9,571       24,301  
OTHER
    171       407  
 
           
BALANCE AT END OF PERIOD
    386,731       376,986  
 
           
 
NOTES RECEIVABLE FROM SHAREHOLDERS:
               
BALANCE AT BEGINNING OF YEAR
    (17,074 )     (7,217 )
NOTES RECEIVABLE (ISSUED) FORFEITURES PURSUANT TO EMPLOYEE STOCK PURCHASE PLANS
    99       (12,391 )
COLLECTION OF NOTES RECEIVABLE
    1,007       2,534  
 
           
BALANCE AT END OF PERIOD
    (15,968 )     (17,074 )
 
           
 
               
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
               
BALANCE AT BEGINNING OF YEAR
    24,848       (2,702 )
OTHER COMPREHENSIVE INCOME, NET OF TAXES
    7,739       27,550  
 
           
BALANCE AT END OF PERIOD
    32,587       24,848  
 
           
 
               
RETAINED EARNINGS:
               
BALANCE AT BEGINNING OF YEAR
    782,507       493,658  
NET INCOME
    65,980       288,849  
 
           
BALANCE AT END OF PERIOD
    848,487       782,507  
 
           
 
               
TOTAL SHAREHOLDERS’ EQUITY
  $ 1,251,837     $ 1,167,267  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
                 
    For the Three Months Ended March 31,  
    2007     2006  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
NET INCOME
  $ 65,980     $ 50,321  
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
               
NET REALIZED INVESTMENT (GAIN) LOSS
    (1,757 )     394  
AMORTIZATION OF INVESTMENT PREMIUMS, NET OF DISCOUNT
    1,513       2,905  
AMORTIZATION OF INTANGIBLE ASSETS
    661        
DEPRECIATION
    1,886       1,383  
DEFERRED INCOME TAX BENEFIT
    (5,085 )     (5,754 )
CHANGE IN PREMIUMS RECEIVABLE
    19,541       22,459  
CHANGE IN PREPAID REINSURANCE PREMIUMS AND REINSURANCE RECEIVABLES, NET OF FUNDS HELD PAYABLE TO REINSURER
    10,955       29,074  
CHANGE IN OTHER RECEIVABLES
    (2,333 )     (34 )
CHANGE IN DEFERRED ACQUISITION COSTS
    (6,411 )     (5,009 )
CHANGE IN INCOME TAXES PAYABLE
    28,426       19,305  
CHANGE IN OTHER ASSETS
    433       7,196  
CHANGE IN UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
    47,419       24,868  
CHANGE IN UNEARNED PREMIUMS
    16,501       10,414  
CHANGE IN OTHER LIABILITIES
    (5,129 )     1,313  
FAIR VALUE OF STOCK BASED COMPENSATION
    3,536       2,921  
EXCESS TAX BENEFIT FROM ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    (2,464 )     (4,034 )
 
           
NET CASH PROVIDED BY OPERATING ACTIVITIES
    173,672       157,722  
 
           
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
PROCEEDS FROM SALES OF INVESTMENTS IN FIXED MATURITIES
    10,436       46,246  
PROCEEDS FROM MATURITY OF INVESTMENTS IN FIXED MATURITIES
    60,795       71,740  
PROCEEDS FROM SALES OF INVESTMENTS IN EQUITY SECURITIES
    39,042       24,578  
COST OF FIXED MATURITIES ACQUIRED
    (204,281 )     (189,571 )
COST OF EQUITY SECURITIES ACQUIRED
    (46,366 )     (76,994 )
PURCHASE OF PROPERTY AND EQUIPMENT, NET
    (1,385 )     (1,393 )
PURCHASE OF INTANGIBLES
    (7,914 )      
 
           
NET CASH USED FOR INVESTING ACTIVITIES
    (149,673 )     (125,394 )
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
PROCEEDS FROM EXERCISE OF EMPLOYEE STOCK OPTIONS
    2,654       4,224  
PROCEEDS FROM COLLECTION OF SHAREHOLDER NOTES RECEIVABLE
    1,007       482  
PROCEEDS FROM SHARES ISSUED PURSUANT TO STOCK PURCHASE PLANS
    101       26  
EXCESS TAX BENEFIT FROM ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    2,464       4,034  
 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES
    6,226       8,766  
 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS
    30,225       41,094  
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    108,671       74,385  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 138,896     $ 115,479  
 
           
 
               
NON-CASH TRANSACTIONS:
               
ISSUANCE (FORFEITURES) OF SHARES PURSUANT TO EMPLOYEE STOCK PURCHASE PLAN IN EXCHANGE FOR NOTES RECEIVABLE
  $ (99 )   $ (118 )
The accompanying notes are an integral part of the consolidated financial statements.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1.   Basis of Presentation
The consolidated financial statements for the quarterly period ended March 31, 2007 are unaudited, but in the opinion of management have been prepared on the same basis as the annual audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair statement of the information set forth therein. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the operating results to be expected for the full year or any other period.
These consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2006.
2.   Investments
The carrying amount for the Company’s investments approximates their estimated fair value. The Company measures the fair value of investments based upon quoted market prices or by obtaining quotes from third party broker-dealers. Material assumptions and factors utilized by such broker-dealers in pricing these securities include: future cash flows, constant default rates, recovery rates and any market clearing activity that may have occurred since the prior month-end pricing period. For mortgage and asset-backed securities (“structured securities”) of high credit quality, changes in expected cash flows are recognized using the retrospective method. For structured securities where the possibility of credit loss is other than remote, changes in expected cash flows are recognized on the prospective method over the remaining life of the securities. Cash flow assumptions for structured securities are obtained from a primary market provider of such information. These assumptions represent a market based best estimate of the amount and timing of estimated principal and interest cash flows based on current information and events.
The Company regularly performs impairment reviews with respect to its investments. For investments other than interests in securitized assets, these reviews include identifying any security whose fair value is below its cost and an analysis of securities meeting predetermined impairment thresholds to determine whether such decline is other than temporary. If the Company determines that it does not intend to hold a security to maturity or determines a decline in value to be other than temporary, the cost basis of the security is written down to its fair value with the amount of the write down included in earnings as a realized investment loss in the period the impairment arose. This evaluation resulted in non-cash realized investment losses of $2.5 million and $0.7 million, respectively, for the three months ended March 31, 2007 and 2006. The Company’s impairment review also includes an impairment evaluation for interests in securitized assets conducted in accordance with the guidance provided by the Emerging Issues Task Force of the Financial Accounting Standards Board. There were no non-cash realized investment losses recorded for the three months ended March 31, 2007 or 2006 as a result of the Company’s impairment evaluation for investments in securitized assets.
The following table identifies the period of time securities with an unrealized loss at March 31, 2007 have continuously been in an unrealized loss position. None of the amounts displayed in the table are unrealized losses due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.4% and 23.9%, respectively, of the total estimated fair value, or 2.7% and 30.5%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated Mortgage Backed Securities issued by Agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. There are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any such underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.

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    Less Than 12 Months   12 Months or More   Total
March 31, 2007           Unrealized           Unrealized           Unrealized
Fixed Maturities Available for Sale   Fair Value   Losses   Fair Value   Losses   Fair Value   Losses
    (In Thousands)
 
                                               
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 443     $ 9     $ 10,096     $ 165     $ 10,539     $ 174  
Obligations of States and Political Subdivisions
    265,895       1,409       301,076       4,517       566,971       5,926  
Corporate and Bank Debt Securities
    1,450             91,228       1,909       92,678       1,909  
Asset Backed Securities
    42,219       36       30,841       299       73,060       335  
Mortgage Pass-Through Securities
    126,803       798       166,864       4,307       293,667       5,105  
Collateralized Mortgage Obligations
    49,072       88       118,973       1,810       168,045       1,898  
 
Total Fixed Maturities Available for Sale
  $ 485,882     $ 2,340     $ 719,078     $ 13,007     $ 1,204,960     $ 15,347  
 
Equity Securities
    22,965       1,374                   22,965       1,374  
 
Total Investments
  $ 508,847     $ 3,714     $ 719,078     $ 13,007     $ 1,227,925     $ 16,721  
 
The Company’s impairment evaluation as of March 31, 2007 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 30 investment positions held, approximately 66.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to Aaa/AAA are generally caused by interest rate increases. Of the 759 investment positions held, approximately 53.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in Corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 104 investment positions held, approximately 79.8% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of March 31, 2007 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 141 investment positions held, approximately 45.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.

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Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 137 investment positions held, approximately 56.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 164 investment positions held, approximately 56.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of March 31, 2007 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,498 investment positions held, approximately 7.8% were in an unrealized loss position.
The following table identifies the period of time securities with an unrealized loss at December 31, 2006 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.5% and 23.6%, respectively, of the total estimated fair value, or 2.8% and 28.7%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated mortgage backed securities issued by agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. As previously discussed, there are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any such underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.
                                                 
    Less Than 12 Months   12 Months or More   Total
December 31, 2006           Unrealized           Unrealized           Unrealized
Fixed Maturities Available for Sale   Fair Value   Losses   Fair Value   Losses   Fair Value   Losses
    (In Thousands)
 
                                               
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 1,354     $ 19     $ 12,707     $ 226     $ 14,061     $ 245  
Obligations of States and Political Subdivisions
    164,444       831       321,194       5,020       485,638       5,851  
Corporate and Bank Debt Securities
    28,439       119       96,794       2,574       125,233       2,693  
Asset Backed Securities
    45,478       187       31,654       380       77,132       567  
Mortgage Pass-Through Securities
    109,877       921       174,327       5,026       284,204       5,947  
Collateralized Mortgage Obligations
    72,686       347       109,789       2,440       182,475       2,787  
 
Total Fixed Maturities Available for Sale
  $ 422,278     $ 2,424     $ 746,465     $ 15,666     $ 1,168,743     $ 18,090  
 
Equity Securities
    37,371       2,626                   37,371       2,626  
 
Total Investments
  $ 459,649     $ 5,050     $ 746,465     $ 15,666     $ 1,206,114     $ 20,716  
 

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The Company’s impairment evaluation as of December 31, 2006 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 32 investment positions held, approximately 71.9% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to AAA/Aaa are generally caused by interest rate increases. Of the 736 investment positions held, approximately 49.3% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in Corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 114 investment positions held, approximately 87.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 132 investment positions held, approximately 49.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 130 investment positions held, approximately 58.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 155 investment positions held, approximately 66.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,555 investment positions held, approximately 14.8% were in an unrealized loss position.
The Company adopted Financial Accounting Standards Board (“FASB”) Statement No. 155 “Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”) on January 1, 2007. SFAS No. 155 did not have a material effect on the Company’s consolidated financial condition or results of operations upon adoption.

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3.   Restricted Assets
The Insurance Subsidiaries have investments, principally U.S. Treasury securities, Obligations of U.S. Government Corporations and Agencies and Obligations of States and Political Subdivisions, on deposit with the various states in which they are licensed insurers. As of March 31, 2007 and December 31, 2006, the carrying value of the securities on deposit totaled $15.1 million.
4.   Liability for Unpaid Loss and Loss Adjustment Expenses
The liability for unpaid loss and loss adjustment expenses reflects the Company’s best estimate for future amounts needed to pay losses and related settlement expenses with respect to insured events. The process of establishing the ultimate claims liability is necessarily a complex imprecise process, requiring the use of informed estimates and judgments using data currently available. The liability includes an amount determined on the basis of claim adjusters’ evaluations with respect to insured events that have occurred and been reported to the Company and an amount for losses incurred that have not yet been reported to the Company. In some cases significant periods of time, up to several years or more, may elapse between the occurrence of an insured loss and the reporting of such to the Company. Estimates for unpaid loss and loss adjustment expenses are based upon management’s assessment of known facts and circumstances, review of past loss experience and settlement patterns and consideration of other internal and external factors. These factors include, but are not limited to, the Company’s growth, changes in the Company’s operations, and legal, social, and economic developments. These estimates are reviewed regularly and any resulting adjustments are made in the accounting period in which the adjustment arose. If the Company’s ultimate losses, net of reinsurance, prove to differ substantially from the amounts recorded at March 31, 2007, the related adjustments could have a material adverse impact on the Company’s financial condition and results of operations.
During the three months ended March 31, 2007, the Company decreased the estimated net unpaid loss and loss adjustment expenses for accident years 2006 through 2004, and increased the estimated net unpaid loss and loss adjustment expenses for accident years 2003 and prior by the following amounts:
         
    Net Basis  
    Increase/Decrease  
    (In millions)  
 
       
Accident Year 2006
  $ (7.0 )
Accident Year 2005
    (4.9 )
Accident Year 2004
    (3.0 )
Accident Year 2003 and prior
    2.0  
 
     
Total
  $ (12.9 )
 
     
For accident year 2006, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower estimates for commercial coverages due to better than expected case incurred loss development on property and auto coverages as a result of severity emergence being less than anticipated.
For accident years 2005 and 2004, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower estimates across most commercial coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
For accident years 2003 and prior, the increase in estimated net unpaid loss and loss adjustment expenses was principally due to higher estimates for commercial coverages attributable to case incurred loss development above expectations primarily in the automobile leasing product line as a result of severity emergence being higher than anticipated.
5.   Shareholders’ Equity
The Philadelphia Consolidated Holding Corp Amended and Restated Employees’ Stock Incentive and Performance Based Compensation Plan (the “Plan”) (formerly known as Philadelphia Consolidated Holding

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Corp. Stock Option Plan) provides incentives and awards to those employees and members of the Board (“participants”) largely responsible for the long term success to the Company. Under the Plan, the Company issued 432,446 and 949,000 stock settled appreciation rights (“SARS”) during the three months ended March 31, 2007 and the year ended December 31, 2006, respectively. The Company also issued 140,847 and 47,080 shares of restricted stock awards during the three months ended March 31, 2007 and the year ended December 31, 2006, respectively.
6.   Earnings Per Share
Earnings per common share have been calculated by dividing net income for the period by the weighted average number of common shares and common share equivalents outstanding during the period. Following is the computation of earnings per share for the three months ended March 31, 2007 and 2006, respectively (in thousands, except per share data):
                 
    As of and For the Three Months  
    Ended March 31,  
    2007     2006  
 
               
Weighted-Average Common Shares Outstanding
    70,149       69,378  
Weighted-Average Potential Shares Issuable
    4,054       2,982  
 
           
Weighted-Average Shares and Potential Shares Issuable
    74,203       72,360  
 
           
Net Income
  $ 65,980     $ 50,321  
 
           
Basic Earnings per Share
  $ 0.94     $ 0.73  
 
           
Diluted Earnings per Share
  $ 0.89     $ 0.70  
 
           
7.   Income Taxes
On January 1, 2007 the Company adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” As a result of the implementation, no adjustment to the beginning balance of retained earnings was deemed necessary. As of January 1, 2007, the Company’s liability for its unrecognized tax benefits was $0.2 million. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.2 million. There were no material changes to this amount during the quarter ended March 31, 2007.
Interest and penalties accrued for the underpayment of taxes are recorded as a component of income tax expense. The liability for interest and penalties amounted to $1.6 million and $1.8 million as of January 1, 2007 and March 31, 2007, respectively.
The Company and its subsidiaries file Federal and State income tax returns as required, and is subject to Federal and State examinations for tax years 2002 through 2005, and 2003 through 2005, respectively.
The effective tax rate differs from the 35% marginal tax rate principally as a result of tax-exempt interest income, the dividend received deduction and other differences in the recognition of revenues and expenses for tax and financial reporting purposes.
8.   Reinsurance
In the normal course of business, the Company has entered into various reinsurance contracts with unrelated reinsurers. The Company participates in such agreements for the purpose of limiting loss exposure and diversifying business. Reinsurance contracts do not relieve the Company from its obligations to policyholders. The effect of reinsurance on premiums written and earned is as follows:

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(In thousands)            
    For the Three Months Ended     For the three Months Ended  
    March 31, 2007     March 31, 2006  
    Written     Earned     Written     Earned  
Direct Business
  $ 393,531     $ 376,941     $ 326,677     $ 316,340  
Reinsurance Assumed
    583       673       1,365       1,288  
Reinsurance Ceded
    56,681       58,896       40,086       41,082  
 
                       
Net Premiums
  $ 337,433     $ 318,718     $ 287,956     $ 276,546  
 
                       
9.   Commitments and Contingencies
The Company is subject to routine legal proceedings in connection with its property and casualty insurance business. The Company is not involved in any other pending or threatened legal or administrative proceedings which management believes can reasonably be expected to have a material adverse effect on the Company’s financial condition or results of operations.
Credit Agreement:
On June 30, 2006, the Company entered into an unsecured Credit Agreement (the “Credit Agreement”) which establishes a revolving credit facility providing for loans to the Company of up to $50.0 million in principal amount outstanding at any one time, with a maturity date of June 29, 2007. As of March 31, 2007, no borrowings have been made by the Company under this Credit Agreement.
The Credit Agreement contains various representations, covenants and events of default typical for credit facilities of this type. As of March 31, 2007, the Company was in compliance with all covenants contained in the Credit Agreement.
State Insurance Guaranty Funds:
As of March 31, 2007 and December 31, 2006, included in Other Liabilities in the Consolidated Balance Sheets were $16.5 million and $15.1 million, respectively, of liabilities for state guaranty funds. As of March 31, 2007 and December 31, 2006, included in Other Assets in the Consolidated Balance Sheets were $0.2 million and $0.2 million, respectively, of related assets for premium tax offsets or policy surcharges, The related asset is limited to the amount that is determined based upon future premium collections or policy surcharges from policies in force.
State Insurance Facility Assessments:
The Company continually monitors developments with respect to state insurance facilities. The Company is required to participate in various state insurance facilities that provide insurance coverage to individuals or entities that otherwise are unable to purchase such coverage from private insurers. Because of the Company’s participation, it may be exposed to losses that surpass the capitalization of these facilities and/or to assessments from these facilities.
Florida Hurricane Catastrophe Fund
The Company and other insurance companies writing residential property policies in Florida must participate in the Florida Hurricane Catastrophe Fund (“FHCF”). If the FHCF does not have sufficient funds to pay its ultimate reimbursement obligations to participating insurance companies, it has the authority to issue bonds, which are funded by assessments on generally all property and casualty premiums in Florida. By law, these assessments are the obligation of insurance policyholders, which insurance companies must collect. The FHCF assessments are limited to 6% of premiums per year beginning the first year in which reimbursements require bonding, and up to a total of 10% of premiums per year for assessments in the second and subsequent years, if required to fund additional bonding. Upon the order of the Florida Office of Insurance Regulation (“FOIR”), companies are required to collect the FHCF assessments directly from residential property policyholders and remit them to the FHCF as they are collected.

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    During June 2006, the FOIR approved a 1% emergency assessment effective January 1, 2007 which the Company is required to collect from its policyholders and remit to the FHCF beginning January 1, 2007.
 
10.   Comprehensive Income
 
    Components of comprehensive income, as detailed in the Consolidated Statements of Operations and Comprehensive Income, are net of tax. The related tax effect of Holding Gains (Losses) arising during the three months ended March 31, 2007 and 2006 was $4.8 million and $(3.2) million, respectively. The related tax effect of Reclassification Adjustments for the three months ended March 31, 2007 and 2006 was $(0.6) million and $0.1 million, respectively.
 
11.   Segment Information
 
    The Company’s operations are classified into three reportable business segments: The Commercial Lines Underwriting Group, which has underwriting responsibility for the commercial multi-peril package, commercial automobile, specialty property and inland marine, and antique/collector car insurance products; The Specialty Lines Underwriting Group, which has underwriting responsibility for the professional and management liability insurance products; and The Personal Lines Underwriting Group, which has underwriting responsibility for personal property insurance products for the homeowners and manufactured housing market in Florida, and the National Flood Insurance Program for both personal and commercial policyholders. Each business segment’s responsibilities include: pricing, managing the risk selection process, and monitoring the loss ratios by product and insured. The reportable segments operate solely within the United States and have not been aggregated.
 
    The segments follow the same accounting policies used for the Company’s consolidated financial statements as described in the summary of significant accounting policies. Management evaluates a segment’s performance based upon premium production and the associated loss experience which includes paid losses, an amount determined on the basis of claim adjusters’ evaluation with respect to insured events that have occurred and an amount for losses incurred that have not been reported. Investments and investment performance including investment income and net realized investment gain; acquisition costs and other underwriting expenses including commissions, premium taxes and other acquisition costs; and other operating expenses are managed at a corporate level by the corporate accounting function in conjunction with other corporate departments and are included in “Corporate”.
 
    Following is a tabulation of business segment information for the three months ended March 31, 2007 and 2006. Corporate information is included to reconcile segment data to the consolidated financial statements (in thousands):

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    Three Months Ended March 31,
    Commercial   Specialty   Personal        
    Lines   Lines   Lines   Corporate   Total
     
2007:
                                       
Gross Written Premiums
  $ 311,368     $ 60,743     $ 22,003     $     $ 394,114  
     
Net Written Premiums
  $ 285,422     $ 50,560     $ 1,451     $     $ 337,433  
     
Revenue:
                                       
Net Earned Premiums
  $ 271,905     $ 45,482     $ 1,331     $     $ 318,718  
Net Investment Income
                      26,973       26,973  
Net Realized Investment Gain
                      1,757       1,757  
Other Income
                727       103       830  
     
Total Revenue
    271,905       45,482       2,058       28,833       348,278  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    115,467       30,777       4,261             150,505  
Acquisition Costs and Other Underwriting Expenses
                      96,904       96,904  
Other Operating Expenses
                438       2,717       3,155  
     
Total Losses and Expenses
    115,467       30,777       4,699       99,621       250,564  
     
 
                                       
Income (Loss) Before Income Taxes
    156,438       14,705       (2,641 )     (70,788 )     97,714  
 
                                       
Total Income Tax Expense
                      31,734       31,734  
     
 
                                       
Net Income/(Loss)
  $ 156,438     $ 14,705     $ (2,641 )   $ (102,522 )   $ 65,980  
     
 
                                       
Total Assets
  $     $     $ 118,178     $ 3,517,370     $ 3,635,548  
     
 
                                       
2006:
                                       
Gross Written Premiums
  $ 243,107     $ 58,068     $ 26,867     $     $ 328,042  
     
Net Written Premiums
  $ 228,119     $ 45,428     $ 14,409     $     $ 287,956  
     
Revenue:
                                       
Net Earned Premiums
  $ 224,370     $ 39,928     $ 12,248     $     $ 276,546  
Net Investment Income
                      20,062       20,062  
Net Realized Investment Loss
                      (394 )     (394 )
Other Income
                440       51       491  
     
Total Revenue
    224,370       39,928       12,688       19,719       296,705  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    110,798       26,819       6,048             143,665  
Acquisition Costs and Other Underwriting Expenses
                      77,017       77,017  
Other Operating Expenses
                248       2,084       2,332  
     
Total Losses and Expenses
    110,798       26,819       6,296       79,101       223,014  
     
 
Income (Loss) Before Income Taxes
    113,572       13,109       6,392       (59,382 )     73,691  
 
Total Income Tax Expense
                      23,370       23,370  
     
 
                                       
Net Income/(Loss)
  $ 113,572     $ 13,109     $ 6,392     $ (82,752 )   $ 50,321  
     
 
                                       
Total Assets
  $     $     $ 183,674     $ 2,810,569     $ 2,994,243  
     

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Although the Company’s financial performance is dependent upon its own specific business characteristics, certain risk factors can affect the profitability and/or the financial condition of the Company. These include, but are not limited to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
These risk factors should be read in conjunction with the Certain Critical Accounting Estimates and Judgments included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Critical Accounting Estimates
The preparation of the Company’s financial statements and related disclosures in conformity with generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that the Company believes are reasonable under the circumstances. Accounting policies and estimates are periodically reviewed and adjustments are made when facts and circumstances dictate. Critical accounting policies that are affected by accounting estimates include investments — fair value; other than temporary impairments; liability for unpaid loss and loss adjustment expenses; reinsurance receivables; liability for preferred agent profit sharing; and share-based compensation expense. Such accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from these estimates. For a discussion of how these estimates and other factors may affect the Company’s business, see the Risk Factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Results of Operations (Three Months ended March 31, 2007 vs. March 31, 2006)
     Premiums: Premium information for the three months ended March 31, 2007 vs. March 31, 2006 for the Company’s business segments is as follows (dollars in millions):
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
 
                               
2007 Gross Written Premiums
  $ 311.4     $ 60.7     $ 22.0     $ 394.1  
2006 Gross Written Premiums
  $ 243.0     $ 58.1     $ 26.9     $ 328.0  
Percentage Increase (Decrease)
    28.1 %     4.5 %     (18.2 )%     20.2 %
 
                               
2007 Gross Earned Premiums
  $ 297.7     $ 56.8     $ 23.1     $ 377.6  
2006 Gross Earned Premiums
  $ 240.8     $ 51.5     $ 25.3     $ 317.6  
Percentage Increase (Decrease)
    23.6 %     10.3 %     (8.7 )%     18.9 %
The overall growth in gross written premiums is primarily attributable to the following:
    Prospecting efforts by marketing personnel in conjunction with long term relationships formed by the Company’s marketing Regional Vice Presidents continue to result in additional prospects and increased premium writings in existing product offerings, most notably for the Company’s condominium association, non-profit, religious organizations, real estate, and sports leagues commercial package product lines as well as the inland marine specialty property product line. These product offerings accounted for approximately $44.5 million of the $68.4 million total commercial lines segment gross written premiums increase.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
    The introduction of several new niche product offerings, most notably the antique/collector vehicle product, professional sports and entertainment commercial package product, and the camp operators product. These new product offerings accounted for approximately $14.5 million of the $68.4 million total commercial lines segment gross written premiums increase.
 
    Continued expansion of marketing efforts relating to commercial lines and specialty lines products through the Company’s field organization and preferred agents.
 
    A new Company branded agent program has been introduced promoting the Company’s product offerings and underwriting philosophy in producers’ offices through regional marketing meetings.
 
    An increase to in-force policy counts as of March 31, 2007 versus March 31, 2006 of 76.7% for the commercial lines segment. The introduction of the antique/collector vehicle program accounted for 38.9% of the 76.7% total policy count increase. The other factors discussed above accounted for the remaining 37.8% increase in the policy counts.
 
    An increase to in-force policy counts as of March 31, 2007 versus March 31, 2006 of 14.8% for the Specialty Lines segment.
The growth in gross written premiums was partially offset by:
    A decrease in the renewal retention percentage of the personal lines segment to 69.0% for the first quarter of 2007 compared to 93.0% renewal retention percentage for the first quarter of 2006. The lower renewal retention is primarily attributable to the implementation of rate increases effective September 1, 2006, resulting in part from higher reinsurance costs. These rate increases are subject to reduction pending Florida Office of Insurance Regulation final approval.
 
    Restriction of personal lines business production due to the significant increase in catastrophe reinsurance rates and restricted availability of reinsurance catastrophe coverage experienced at the June 1, 2006 catastrophe reinsurance renewal.
 
    A decrease in in-force policy counts for the personal lines segment of 27.2%, resulting from a decrease to the in-force counts for the mobile homeowners product and the homeowners product of 62.0% and 39.7%, respectively, due to the factors noted above.
 
    A decrease in the lawyers professional liability gross written premium of $4.4 million as a result of non-renewing policies due to unacceptable underwriting results. For the three months ended March 31, 2007, gross written premium for the lawyers professional liability product was $0.1 million. The Company anticipates that it will continue to non-renew its remaining lawyers professional liability business throughout 2007, which approximated $7.3 million of gross written premium for the nine months ended December 31, 2006.
 
    Realized average rate decreases on renewal business approximating 1.4% and 0.1% for the specialty lines and commercial lines segments, respectively.
 
    Increased price competition during the first quarter of 2007, particularly with respect to the following:
    Large commercial property-driven accounts located in the non-coastal areas of the country;
 
    Commercial package business with annual premiums in excess of $100,000;
 
    Professional liability accounts at all premium levels; and
 
    Personal lines homeowners policies for homes located in Florida, due to implemented rate increases and recent changes in the regulatory environment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
      The Company believes its marketing strategy is a strength in that it provides the flexibility to quickly deploy its marketing efforts from soft market segments to market segments with emerging opportunities. However, the Company will “walk away,” if necessary, from writing business that does not meet its established underwriting standards and pricing guidelines.
The respective net written premiums and net earned premiums for commercial lines, specialty lines and personal lines segments for the three months ended March 31, 2007 vs. March 31, 2006, were as follows (dollars in millions):
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
 
                               
2007 Net Written Premiums
  $ 285.4     $ 50.6     $ 1.4     $ 337.4  
2006 Net Written Premiums
  $ 228.2     $ 45.4     $ 14.4     $ 288.0  
Percentage Increase (Decrease)
    25.1 %     11.5 %     (90.3 )%     17.2 %
 
                               
2007 Net Earned Premiums
  $ 271.9     $ 45.5     $ 1.3     $ 318.7  
2006 Net Earned Premiums
  $ 224.4     $ 39.9     $ 12.2     $ 276.5  
Percentage Increase (Decrease)
    21.2 %     14.0 %     (89.3 )%     15.3 %
The differing percentage changes in net written premiums and/or net earned premiums versus gross written premiums and/or gross earned premiums for the commercial lines, specialty lines and personal lines segments during the period results primarily from the following:
    The Company experienced higher property catastrophe reinsurance costs, increased catastrophe loss retentions, and decreased catastrophe coverage limits for its annual June 1, 2006 reinsurance renewal compared to the June 1, 2005 renewal as a result of the hardening property catastrophe reinsurance market.
 
    The Company experienced rate decreases on its annual January 1, 2007 renewals of its casualty excess of loss and property excess of loss reinsurance agreements compared to the rates on its January 1, 2006 renewals of these treaties.
 
    Certain of the Company’s reinsurance contracts have reinstatement or additional premium provisions under which the Company must pay reinstatement or additional reinsurance premiums to reinstate coverage provisions upon utilization of initial reinsurance coverage. During the three months ended March 31, 2007 and 2006, the Company accrued $1.8 million ($0.8 million for the commercial lines segment and $1.0 million for the specialty lines segment) and $3.7 million ($1.6 million for the commercial lines segment and $2.1 million for the specialty lines segment) respectively, of reinstatement or additional reinsurance premium under its casualty excess of loss reinsurance treaties, as a result of changes in ultimate loss estimates. The reinstatement premium increased ceded written and earned premiums and reduced net written and earned premiums.
 
    Effective for the two-year period beginning March 1, 2007, the Company purchased new Terrorism Excess of Loss reinsurance coverage for its Commercial Lines segment which provides, on an annual basis, in the aggregate, $50.0 million of coverage for losses arising from acts of terrorism incurred in excess of $10.0 million, after all applicable inuring reinsurance coverages. This agreement allows one reinstatement on an annual basis at the same cost as the initial coverage. The total cost of this reinsurance coverage is $3.6 million for the first twelve-month term, reflecting the 100% participation by all of the reinsurers, and $2.9 million during the second twelve-month term, reflecting the 80% participation by the reinsurers. The Company did not purchase similar reinsurance coverage in the prior period.
     Net Investment Income: Net investment income approximated $27.0 million for the three months ended March 31, 2007 and $20.1 million for the same period of 2006. Total investments grew to $2,614.0 million as of March 31, 2007 from $2,044.6 million as of March 31, 2006. The growth in investment income is primarily due to increased investments which arose from investing net cash flows provided from operating activities, during a period in which the Company increased the average duration of its fixed income portfolio. The Company’s average

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
duration of its fixed income portfolio was 4.6 years and 4.2 years as of March 31, 2007 and March 31, 2006, respectively. The decision to increase the average duration of the fixed maturity portfolio was based upon enterprise risk management analyses completed during 2006. The analyses indicated the capacity to further refine the risk/return profile of the investment portfolio. Based upon the analyses, the following actions were implemented:
    The portfolio duration target was increased;
 
    The targeted percentage of the fixed maturity portfolio allocated to municipal security investments was increased; and
 
    The targeted percentage of the investment portfolio allocated to common stock investments was increased.
The Company’s taxable equivalent book yield on its fixed income holdings approximated 5.4% as of March 31, 2007, compared to 5.0% as of March 31, 2006.
     The total pre-tax return, which includes the effects of both income and price returns on securities, of the Company’s fixed income portfolio was 1.21% and 0.05% for the three months ended March 31, 2007 and 2006, respectively, compared to the Lehman Brothers Intermediate Aggregate Bond Index (“the Index”) total return of 1.57% and (0.25)% for the same periods, respectively. The Company expects some variation in its portfolio’s total return compared to the Index because of the differing sector, security and duration composition of its portfolio as compared to the Index.
     Net Realized Investment Gain (Loss): Net realized investment gains (losses) were $1.8 million for the three months ended March 31, 2007 and $(0.4) million for the same period in 2006. The Company realized net investment gains (losses) of $(0.1) million and $4.4 million from the sale of fixed maturity and equity securities, respectively, for the three months ended March 31, 2007, and $0.5 million and $2.0 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation.
The Company realized net investment gains (losses) of $(0.7) million and $1.0 million from the sale of fixed maturity and equity securities, respectively, for the three months ended March 31, 2006, and $0 million and $0.7 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation.
     Other Income: Other income approximated $0.8 million and $0.5 million for the three months ended March 31, 2007 and 2006, respectively. Other income consists primarily of commissions and fees earned on brokering and servicing personal lines business, and to a lesser extent commissions earned on brokered commercial lines business.
     Net Loss and Loss Adjustment Expenses: Net loss and loss adjustment expenses increased $6.8 million (4.7%) to $150.5 million for the three months ended March 31, 2007 from $143.7 million for the same period of 2006 and the loss ratio decreased to 47.2% in 2007 from 51.9% in 2006.
The increase in net loss and loss adjustment expenses was primarily due to:
    The growth in net earned premiums.
 
    An increase of $10.3 million in weather-related case incurred property losses to $16.9 million for the three months ended March 31, 2007, compared to $6.6 million for the three months ended March 31, 2006.
These increases to the net loss and loss adjustment expenses incurred were offset in part by:
    Net reserve actions taken during the three months ended March 31, 2007 whereby net estimated unpaid loss and loss adjustment expenses for accident years 2006 and prior were decreased by $12.9 million as compared to net reserve actions taken during the three months ended March 31, 2006 whereby the estimated net unpaid loss and loss adjustment expenses for accident years 2005 and prior were increased by

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
$46,900. Changes in the estimated net unpaid loss and loss adjustment expenses by accident year during the three months ended March 31, 2007 are as follows:
         
    Net Basis  
    increase (decrease)  
    (In millions)  
 
       
Accident Year 2006
  $ (7.0 )
Accident Year 2005
    (4.9 )
Accident Year 2004
    (3.0 )
Accident Years 2003 and prior
    2.0  
 
     
Total
  $ (12.9 )
 
     
For accident year 2006, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower estimates for commercial coverages due to better than expected case incurred loss development on property and auto coverages as a result of severity emergence being less than anticipated.
For accident years 2005 and 2004, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower estimates across most commercial coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
For accident years 2003 and prior, the increase in estimated net unpaid loss and loss adjustment expenses was principally due to higher estimates for commercial coverages attributable to case incurred loss development above expectations primarily in the automobile leasing product line as a result of severity emergence being higher than anticipated.
Establishing loss reserve estimates is a necessarily complex and imprecise process. The Company’s methodology is to employ several generally accepted actuarial methods to determine net unpaid loss and loss adjustment expenses. Over time, more reliance is placed on actuarial methods based on actual loss development, and accordingly, over time, less reliance is placed on actuarial methods based on expected loss development.
    A reduction in the current accident year net ultimate loss and loss adjustment expense ratio for the three months ended March 31, 2007, compared to the same period in 2006. During the three months ended March 31, 2007, a net ultimate loss and loss adjustment expense ratio estimate of 51.3% was recorded for the 2007 accident year. During the three months ended March 31, 2006, a net ultimate loss and loss adjustment expense ratio estimate of 51.9% was recorded for the 2006 accident year.
     Acquisition Costs and Other Underwriting Expenses: Acquisition costs and other underwriting expenses increased $19.9 million (25.8%) to $96.9 million for the three months ended March 31, 2007 from $77.0 million for the same period of 2006, and the expense ratio increased to 30.4% in 2007 from 27.8% in 2006. The increase in acquisition costs and other underwriting expenses was due primarily to:
    The growth in net earned premiums
The increase in the expense ratio for the three months ended March 31, 2007 was due primarily to:
    Higher property catastrophe reinsurance costs experienced by the Company for its June 1, 2006 reinsurance renewal, as a result of the hardening property catastrophe reinsurance market. This resulted in lower net earned premiums without a corresponding decrease in acquisition and other underwriting expenses, which contributed to the increase in the expense ratio.
 
    A $1.3 million change in net charges related to assessments from Florida Citizen’s Property Insurance Corporation (“Citizens”). During the three months ended March 31, 2007 the Company recognized a net

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
reduction of expense of $0.2 million, compared to a net reduction to expense of $1.5 million for the three months ended March 31, 2006 related to Citizens assessments. The $0.2 million reduction in expense recognized during the three months ended March 31, 2007 is primarily attributable to net policyholder surcharges related to premiums written during 2007. The $1.5 million reduction in expense recognized during the three months ended March 31, 2006 was primarily attributable to a reduction in the estimated 2005 assessment from Citizens during 2006, compared to the amount that was estimated by Citizens and accrued by the Company as of December 31, 2005. During 2006, the Florida legislature approved a budget appropriation to be used to reduce the Citizens deficit and resulting assessments to insurers, which resulted in the $1.5 million reduction to the Company’s net assessment expense. Citizens was established by the State of Florida to provide insurance to property owners unable to obtain coverage in the private insurance market. Citizens assessments may be recouped through future insurance policy surcharges to Florida insureds. These surcharges are recorded in the Company’s consolidated financial statements as the related premiums are written.
     Other Operating Expenses: Other operating expenses increased $0.9 million to $3.2 million for the three months ended March 31, 2007 from $2.3 million for the same period of 2006.
     Income Tax Expense: The Company’s effective tax rate for the three months ended March 31, 2007 and 2006 was 32.5% and 31.7%, respectively. The effective rates differed from the 35% statutory rate principally due to investments in tax-exempt securities and the relative proportion of tax-exempt income to total income before tax.
Investments
The Company’s investment objectives are the realization of relatively high levels of after-tax net investment income with competitive after-tax total rates of return subject to established specific guidelines and objectives. The Company utilizes external independent professional investment managers for its fixed maturity and equity investments. These investments consist of diversified issuers and issues, and as of March 31, 2007 approximately 87.1% and 10.6% of the total invested assets (total investments plus cash equivalents) on a cost basis consisted of investments in fixed maturity and equity securities, respectively, versus 86.0% and 10.4%, respectively, at December 31, 2006.
Of the total investments in fixed maturity securities, asset backed, mortgage pass-through, and collateralized mortgage obligation securities, on a cost basis, amounted to $217.7 million, $462.0 million and $361.0 million, respectively, as of March 31, 2007, and $202.1 million, $425.5 million and $293.1 million, respectively, as of December 31, 2006.
The Company regularly performs impairment reviews with respect to its investments. For investments other than interests in securitized assets, these reviews include identifying any security whose fair value is below its cost and an analysis of securities meeting predetermined impairment thresholds to determine whether such decline is other than temporary. If the Company determines that it does not intend to hold a security to maturity or determines a decline in value to be other than temporary, the cost basis of the security is written down to its fair value with the amount of the write down included in earnings as a realized loss in the period the impairment arose. This evaluation resulted in non-cash realized investment losses of $2.5 million and $0.7 million, respectively, for the three months ended March 31, 2007 and 2006, respectively. The Company’s impairment review also includes an impairment evaluation for interests in securitized assets conducted in accordance with the guidance provided by the Emerging Issues Task Force of the Financial Accounting Standards Board. There were no non-cash realized investment losses recorded for the three months ended March 31, 2007 and 2006, respectively, as a result of the Company’s impairment evaluation for investments in securitized assets.
The Company’s fixed maturity portfolio amounted to $2,282.1 million and $2,129.6 million, as of March 31, 2007 and December 31, 2006, respectively, of which 99.9% of the portfolio as of March 31, 2007 and December 31, 2006

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
was comprised of investment grade securities. The Company had fixed maturity investments with gross unrealized losses amounting to $15.3 million and $18.1 million as of March 31, 2007 and December 31, 2006, respectively. Of these amounts, interests in securitized assets had gross unrealized losses amounting to $7.3 million and $9.3 million as of March 31, 2007 and December 31, 2006, respectively.
The following table identifies the period of time securities with an unrealized loss at March 31, 2007 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.4% and 23.9%, respectively, of the total estimated fair value, or 2.7% and 30.5%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated Mortgage Backed Securities issued by Agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. The unrealized losses on these securities are generally attributable to interest rate increases. The contractual repayment of these securities is guaranteed by agencies of the U.S. Government, and it is therefore expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. At the present time the Company has the ability and intent to hold these securities until a recovery of fair value, which may be maturity; therefore the Company does not consider these investments to be other than temporarily impaired as of March 31, 2007.
                                         
    Gross Unrealized Losses as of March 31, 2007  
    (in millions)  
    Fixed Maturities                            
Continuous   Available for Sale             Total              
time in unrealized   Excluding Interests     Interests in     Fixed Maturities              
loss position   in Securitized Assets     Securitized Assets     Available for Sale     Equity Securities     Total Investments  
0 — 3 months
  $ 0.8     $ 0.3     $ 1.1     $ 0.8     $ 1.9  
4 — 6 months
    0.6       0.6       1.2       0.4       1.6  
7 — 9 months
                      0.2       0.2  
10 — 12 months
                             
13 — 18 months
    0.1       0.6       0.7             0.7  
19 — 24 months
    2.0       3.2       5.2             5.2  
> 24 months
    4.5       2.6       7.1             7.1  
 
                             
Total Gross Unrealized Losses
  $ 8.0     $ 7.3     $ 15.3     $ 1.4     $ 16.7  
 
                             
 
                                       
Estimated fair value of securities with a gross unrealized loss
  $ 670.2     $ 534.7     $ 1,204.9     $ 23.0     $ 1,227.9  
 
                             
The Company’s impairment evaluation as of March 31, 2007 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 30 investment positions held, approximately 66.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to Aaa/AAA are generally caused by interest rate increases. Of the 759 investment positions held, approximately 53.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 104 investment positions held, approximately 79.8% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of March 31, 2007 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 141 investment positions held, approximately 45.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 137 investment positions held, approximately 56.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 164 investment positions held, approximately 56.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of March 31, 2007 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,498 investment positions held, approximately 7.8% were in an unrealized loss position.
The following table identifies the period of time securities with an unrealized loss at December 31, 2006 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.5% and 23.6%, respectively, of the total estimated fair value, or 2.8% and 28.7%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated mortgage backed securities issued by agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. As previously discussed, there are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any such underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
                                         
    Gross Unrealized Losses as of December 31, 2006  
    (in millions)  
    Fixed Maturities                            
Continuous   Available for Sale             Total              
time in unrealized   Excluding Interests     Interests in     Fixed Maturities              
loss position   in Securitized Assets     Securitized Assets     Available for Sale     Equity Securities     Total Investments  
0 — 3 months
  $ 0.8     $ 1.2     $ 2.0     $ 1.1     $ 3.1  
4 — 6 months
          0.1       0.1       0.6       0.7  
7 — 9 months
    0.1             0.1       0.9       1.0  
10 — 12 months
    0.1       0.2       0.3             0.3  
13 — 18 months
    2.1       4.6       6.7             6.7  
19 — 24 months
    2.6       1.5       4.1             4.1  
> 24 months
    3.1       1.7       4.8             4.8  
 
                             
Total Gross Unrealized Losses
  $ 8.8     $ 9.3     $ 18.1     $ 2.6     $ 20.7  
 
                             
 
Estimated fair value of securities with a gross unrealized loss
  $ 624.9     $ 543.8     $ 1,168.7     $ 37.4     $ 1,206.1  
 
                             
The Company’s impairment evaluation as of December 31, 2006 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 32 investment positions held, approximately 71.9% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to AAA/Aaa are generally caused by interest rate increases. Of the 736 investment positions held, approximately 49.3% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 114 investment positions held, approximately 87.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 132 investment positions held, approximately 49.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 130 investment positions held, approximately 58.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 155 investment positions held, approximately 66.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,555 investment positions held, approximately 14.8% were in an unrealized loss position.
There are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine that it does not intend to hold the security until maturity or should it determine that a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included as a realized loss for the period in which such determination was made, thereby reducing earnings for such period by the amount of such realized loss.
For the three months ended March 31, 2007, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $0.1 million and $0.6 million, respectively. The fair value of the fixed maturity and equity securities at the time of sale was $1.2 million and $8.9 million, respectively. For the three months ended March 31, 2006, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $0.7 million and $1.4 million, respectively. The fair value of the fixed maturity and equity securities at the time of sale was $40.3 million and $11.7 million, respectively.
Liquidity and Capital Resources
     For the three months ended March 31, 2007, the Company’s fixed maturity investments experienced unrealized investment appreciation of $1.5 million, net of the related deferred tax expense of $0.8 million and its equity investments experienced unrealized investment appreciation of $6.2 million, net of the related deferred tax expense of $3.4 million. At March 31, 2007, the Company had total investments with a carrying value of $2,614.0 million, of which 87.3% consisted of investments in fixed maturity securities, including U.S. treasury securities and obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, corporate debt securities, collateralized mortgage, mortgage pass-through and asset backed securities. The remaining 12.7% of the Company’s total investments consisted primarily of publicly traded common stock securities.
     The Company produced net cash from operations of $173.7 million and $157.7 million for the three months ended March 31, 2007 and 2006, respectively. Sources of operating funds consist primarily of net premiums written and investment income. Funds are used primarily to pay claims and operating expenses and for the purchase of investments. Cash from operations for the three months ended March 31, 2007 was primarily generated from premium growth during the current year due to increases in the number of policies written. Net loss and loss expense payments were $92.2 million and $82.3 million, respectively, for the three months ended March 31, 2007 and 2006. Management believes that the Company has adequate liquidity to pay all claims and meet all other cash needs.
     The Company generated $6.2 million of net cash from financing activities during the three months ended March 31, 2007. Cash provided from financing activities consisted of a $2.5 million excess tax benefit from the

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
issuance of shares pursuant to stock based compensation plans; $2.7 million of proceeds from the issuance of shares pursuant to the Company’s stock based compensation plans and $1.0 million from the collection of notes receivable associated with the Company’s employee stock purchase plans.
     On June 30, 2006, the Company entered into an unsecured Credit Agreement (the “Credit Agreement”) which establishes a revolving credit facility providing for loans to the Company of up to $50.0 million in principal amount outstanding at any one time, with a maturity date of June 29, 2007. The Credit Agreement provides capacity for working capital and other general corporate purposes. As of March 31, 2007, no borrowings have been made by the Company under the Credit Agreement. The Credit Agreement contains various representations, covenants and events of default typical for credit facilities of this type.
     Two of the Company’s insurance subsidiaries are members of the Federal Home Loan Bank of Pittsburgh (“FHLB”). A primary advantage of FHLB membership is the ability of members to access credit products from a reliable capital markets provider. The availability of any one member’s access to credit is based upon its FHLB eligible collateral. The insurance subsidiaries in the past have utilized a portion of their borrowing capacity to purchase a diversified portfolio of investment grade floating rate securities. These purchases were funded by floating rate FHLB borrowings to achieve a positive spread between the rate of interest on these securities and borrowing rates. At March 31, 2007 the insurance subsidiaries’ unused borrowing capacity was $510.5 million. The borrowing capacity provides an immediately available line of credit.
     The NAIC’s risk-based capital method is designed to measure the acceptable amount of capital and surplus an insurer should have, based on the inherent specific risks of each insurer. The adequacy of a company’s actual capital and surplus is evaluated by a comparison to the risk-based capital results. Insurers failing to meet minimum risk-based capital requirements may be subject to scrutiny by the insurer’s domiciliary insurance department and ultimately rehabilitation or liquidation. Based on the standards currently adopted, the Company’s insurance subsidiaries capital and surplus is in excess of the prescribed risk-based capital requirements.
Forward-Looking Information
     Certain information included in this report and other statements or materials published or to be published by the Company are not historical facts but are forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new and existing products, expectations for market segment and growth, and similar matters. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary remarks regarding important factors which, among others, could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, results of the Company’s business, and the other matters referred to above include, but are not limited to those matters referred to under the caption “General”, above. The Company does not intend to publicly update any forward looking statement, except as may be required by law.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
     The Company’s financial instruments are subject to the market risk of potential losses from adverse changes in market rates and prices. The primary market risks to the Company are equity price risk associated with investments in equity securities and interest rate risk associated with investments in fixed maturities. The Company has established, among other criteria, duration, asset quality and asset allocation guidelines for managing its investment portfolio market risk exposure. The Company’s investments are held for purposes other than trading and consist of diversified issuers and issues.
     The tables below provides information about the Company’s financial instruments that are sensitive to changes in interest rates and shows the effect of hypothetical changes in interest rates as of March 31, 2007 and 2006. The selected hypothetical changes do not indicate what could be the potential best or worst case scenarios. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.
                                         
                    Estimated   Hypothetical Percentage
            Hypothetical Change   Fair Value after   Increase (Decrease) in
    Estimated   in Interest Rates   Hypothetical Changes           Shareholders’
    Fair Value   (bp=basis points)   in Interest Rates   Fair Value   Equity
                    (Dollars in Thousands)                
 
                                       
March 31, 2007:
                                       
Investments
                                       
Total Fixed Maturities Available For Sale
  $ 2,282,135     200 bp decrease   $ 2,472,159       8.3 %     9.9 %
 
          100 bp decrease   $ 2,383,528       4.4 %     5.3 %
 
          50 bp decrease   $ 2,334,103       2.3 %     2.7 %
 
          50 bp increase   $ 2,228,838       (2.3 )%     (2.8 )%
 
          100 bp increase   $ 2,175,311       (4.7 )%     (5.6 )%
 
          200 bp increase   $ 2,070,678       (9.3 )%     (11.0 )%
 
                                       
March 31, 2006:
                                       
Investments
                                       
Total Fixed Maturities Available For Sale
  $ 1,808,325     200 bp decrease   $ 1,952,480       8.0 %     10.7 %
 
          100 bp decrease   $ 1,883,754       4.2 %     5.6 %
 
          50 bp decrease   $ 1,846,409       2.1 %     2.8 %
 
          50 bp increase   $ 1,770,080       (2.1 )%     (2.9 )%
 
          100 bp increase   $ 1,732,035       (4.2 )%     (5.7 )%
 
          200 bp increase   $ 1,658,555       (8.3 )%     (11.2 )%

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 4. Controls and Procedures
     (a) Evaluation of Disclosure Controls and Procedures. The Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed with the objective of providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives.
     An evaluation was performed by management, with the participation of the Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
     (b) Changes in Internal Controls. There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
     Not Applicable.
Item 1A. Risk Factors
There were no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s purchases of its common stock during the first quarter of 2007 are shown in the following table:
                                 
                    (c) Total Number of    
                    Shares Purchased as   (d) Approximate Dollar
                    Part of Publicly   Value of Shares That May
    (a) Total Number of   (b) Average Price   Announced Plans or   Yet Be Purchased Under
Period   Shares Purchased   Paid per Share   Programs   the Plans or Programs
January 1 — January 31
    1,120 (1)   $ 28.40              
 
                          $ 45,000,000 (2)
February 1 — February 28
    1,403 (1)   $ 31.23              
 
                          $ 45,000,000 (2)
March 1 — March 31
    4,220 (1)   $ 34.36              
 
                          $ 45,000,000 (2)
 
(1)   Such shares were issued under the Company’s Employee Stock Purchase Plan and Amended and Restated Employees’ Stock Incentive and Performance Based Compensation Plan and were repurchased by the Company upon the employee’s termination.
 
(2)   The Company’s total stock purchase authorization, which was publicly announced in August 1998 and subsequently increased, amounted to $75.3 million, of which $30.3 million has been utilized.
Item 3. Defaults Upon Senior Securities
     Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
     Not applicable.

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Item 5. Other Information
     Not applicable.
Item 6. Exhibits
     Exhibits:
     
Exhibit No.   Description
   
 
10.1*  
Florida Only Excess Catastrophe Reinsurance Contract effective June 1, 2006
   
 
10.2*  
Casualty Excess of Loss Reinsurance Contract effective January 1, 2007
   
 
10.3*  
Endorsement No. 6 to the Property Per Risk Excess of Loss Reinsurance Agreement effective January 1, 2007 — First through Third Excess Covers
   
 
10.4*  
Property Fourth Per Risk Excess of Loss Reinsurance Agreement effective January 1, 2007 — 25% Placement via Willis Re Inc.
   
 
31.1*  
Certification of the Company’s chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
 
31.2*  
Certification of the Company’s chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
 
32.1*  
Certification of the Company’s chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
 
32.2*  
Certification of the Company’s chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
*   Filed herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  PHILADELPHIA CONSOLIDATED HOLDING CORP.
Registrant
 
 
Date May 7, 2007  James J. Maguire, Jr.    
  James J. Maguire, Jr.   
  President and Chief Executive Officer
(Principal Executive Officer) 
 
     
Date May 7, 2007  Craig P. Keller    
  Craig P. Keller   
  Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 

31

EX-10.1 2 w34363exv10w1.txt FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EXHIBIT 10.1 FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. (BENFIELD LOGO) FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. First Excess Catastrophe Reinsurance
REINSURERS PARTICIPATIONS ---------- -------------- Amlin Bermuda Limited 5.00% Ariel Reinsurance Company Limited 5.00 Aspen Insurance Limited 30.00 Catlin Insurance Company Ltd. 2.50 DaVinci Reinsurance Ltd. 2.75 Flagstone Reinsurance Limited 15.00 Harbor Point Services Inc. (for Federal Insurance Company) 6.00 Montpelier Reinsurance Limited 5.00 Partner Reinsurance Company 5.00 Platinum Underwriters Reinsurance, Inc. 2.00 Renaissance Reinsurance, Ltd. 14.25 Swiss Reinsurance America Corporation 7.50 TOTAL 100.00%
(BENFIELD LOGO) Page 1 of 3 Second Excess Catastrophe Reinsurance
REINSURERS PARTICIPATIONS ---------- -------------- ACE Tempest Reinsurance Ltd. 2.00% Amlin Bermuda Limited 8.75 Ariel Reinsurance Company Limited 5.00 Catlin Insurance Company Ltd. 2.50 Flagstone Reinsurance Limited 15.00 Hannover Re (Bermuda), Ltd. 6.00 Harbor Point Services Inc. (for Federal Insurance Company) 8.00 Montpelier Reinsurance Limited 5.00 Partner Reinsurance Company 9.00 Platinum Underwriters Reinsurance, Inc. 2.00 Swiss Reinsurance America Corporation 7.50 Transatlantic Reinsurance Company 5.00 THROUGH BENFIELD LIMITED (PLACEMENT ONLY) AXA RE 6.00 THROUGH BENFIELD LIMITED Lloyd's Underwriters Per Signing Schedule 18.25 TOTAL 100.00%
(BENFIELD LOGO) Page 2 of 3 Third Excess Catastrophe Reinsurance
REINSURERS PARTICIPATIONS ---------- -------------- ACE Tempest Reinsurance Ltd. 2.00% Amlin Bermuda Limited 7.50 Catlin Insurance Company Ltd. 2.50 Flagstone Reinsurance Limited 4.00 Hannover Re (Bermuda), Ltd. 6.00 Harbor Point Services Inc. (for Federal Insurance Company) 3.25 Montpelier Reinsurance Limited 5.00 Partner Reinsurance Company 14.50 Platinum Underwriters Reinsurance, Inc. 2.00 Swiss Re Underwriters Agency, Inc. (for Swiss Reinsurance America Corporation) 6.00 Swiss Reinsurance America Corporation 7.50 Transatlantic Reinsurance Company 10.00 XL Re Ltd 1.50 THROUGH BENFIELD LIMITED (PLACEMENT ONLY) AXA RE 10.00 THROUGH BENFIELD LIMITED Lloyd's Underwriters Per Signing Schedule 18.25 TOTAL 100.00%
(BENFIELD LOGO) Page 3 of 3 TABLE OF CONTENTS
ARTICLE PAGE - ------- ---- I Classes of Business Reinsured 1 II Commencement and Termination 1 III Territory (BRMA 51A) 2 IV Exclusions 2 V Retention and Limit 5 VI Reinstatement 5 VII Premium 5 VIII Definitions 7 IX Loss Occurrence 8 X Loss Notices and Settlements 9 XI Salvage and Subrogation 9 XII Florida Hurricane Catastrophe Fund 10 XIII Late Payments 11 XIV Offset (BRMA 36D) 12 XV Access to Records (BRMA 1D) 12 XVI Liability of the Reinsurer 12 XVII Net Retained Lines (BRMA 32B) 13 XVIII Errors and Omissions (BRMA 14F) 13 XIX Currency (BRMA 12A) 13 XX Taxes (BRMA 50B) 13 XXI Federal Excise Tax 13 XXII Funding Requirements 14 XXIII Insolvency 15 XXIV Arbitration 16 XXV Service of Suit 17 XXVI Agency Agreement 17 XXVII Governing Law 17 XXVIII Confidentiality 18 XXIX Severability 18 XXX Intermediary (BRMA 23A) 18 Schedule A
(BENFIELD LOGO) FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. (hereinafter referred to collectively as the "Company") by The Subscribing Reinsurer(s) Executing the Interests and Liabilities Agreement(s) Attached Hereto (hereinafter referred to as the "Reinsurer") ARTICLE I - CLASSES OF BUSINESS REINSURED By this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the Company under its policies, contracts and binders of insurance (hereinafter called "policies") in force at the effective date hereof or issued or renewed on or after that date, and classified by the Company as Property business, subject to the terms, conditions and limitations set forth herein and in Schedule A attached to and forming part of this Contract. ARTICLE II - COMMENCEMENT AND TERMINATION A. This Contract shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, with respect to losses arising out of loss occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Local Standard Time, June 1, 2007. B. Notwithstanding the provisions of paragraph A above, the Company may terminate a Subscribing Reinsurer's percentage share in this Contract by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur as clarified by public announcement for subparagraphs 1 through 6 below and upon discovery for subparagraphs 7 and 8 below: 1. The Subscribing Reinsurer's policyholders' surplus or foreign equivalent thereto after the date lines are bound for this Contract has been reduced by more than 25.0% of the amount of surplus or foreign equivalent 12 months prior to that date; or 2. The Subscribing Reinsurer's policyholders' surplus or the foreign equivalent thereto at any time after the date that lines are bound or at any time during the term of this (BENFIELD LOGO) Page 1 Contract has been reduced by more than 25.0% of the amount of surplus or foreign equivalent at the date of the Subscribing Reinsurer's most recent financial statement filed with regulatory authorities and available to the public as of the date lines are bound for this Contract; or 3. The Subscribing Reinsurer's A.M. Best's Financial Strength rating has been assigned as any rating below "A-" (inclusive of "Not Rated" ratings) and/or the Subscribing Reinsurer's Standard & Poor's Insurer Financial Strength rating has been assigned as any rating below "BBB+" (inclusive of "Not Rated" ratings); or 4. The Subscribing Reinsurer has become merged with, acquired by or controlled by any other company, corporation or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 5. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 6. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract to a non-affiliated entity without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business. C. If this Contract is terminated or expires while a loss occurrence covered hereunder is in progress, the Reinsurer's liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire loss occurrence had occurred prior to the termination or expiration of this Contract, provided that no part of such loss occurrence is claimed against any renewal or replacement of this Contract. ARTICLE III - TERRITORY (BRMA 51A) The territorial limits of this Contract shall be identical with those of the Company's policies. ARTICLE IV - EXCLUSIONS This Contract does not apply to and specifically excludes the following: 1. Financial guarantee and insolvency. 2. Mortgage Impairment insurances and similar kinds of insurances, however styled. 3. Nuclear risks as defined in the "Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance" attached to and forming part of this Contract. (BENFIELD LOGO) Page 2 4. Loss or damage caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority. 5. Loss or liability from any Pool, Association or Syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund or Citizens Property Insurance Corporation. 6. All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. 7. Losses in respect of overhead transmission and distribution lines and their supporting structures other than those on or within 1,000 feet of the insured premises. It is understood and agreed that public utilities extension and/or suppliers extension and/or contingent business interruption coverages are not subject to this exclusion, provided that these are not part of a transmitters' or distributors' policy. 8. Accident and Health, Casualty, Fidelity and/or Surety business. 9. Loss, damage, cost or expense arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude payment of the cost of removing debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25.0% of the Company's property loss under the applicable original policy. 10. Notwithstanding any other provision to the contrary within this Contract or any amendment thereto, loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss. An "act of terrorism" includes any act, or preparation in respect of action, or threat of action, designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto, and which: a. Involves violence against one or more persons, or b. Involves damage to property; or c. Endangers life other than that of the person committing the action; or (BENFIELD LOGO) Page 3 d. Creates a risk to health or safety of the public or a section of the public; or e. Is designed to interfere with or to disrupt an electronic system. Loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating against, or responding to any act of terrorism. Notwithstanding the above and subject otherwise to the terms, conditions and limitations of this Contract, in respect only of personal lines this Contract will pay actual loss or damage (but not related cost or expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, radioactive, or nuclear pollution or contamination or explosion. 11. Loss or liability in any way or to any extent arising out of the actual or alleged presence or actual, alleged or threatened presence of fungi including, but not limited to, mold, mildew, mycotoxins, microbial volatile organic compounds or other "microbial contamination." This includes: a. Any supervision, instruction, recommendations, warnings, or advice given or which should have been given in connection with the above; and b. Any obligation to share damages with or repay someone else who must pay damages because of such injury or damage. For purposes of this exclusion, "microbial contamination" means any contamination, either airborne or surface, which arises out of or is related to the presence of fungi, mold, mildew, mycotoxins, microbial volatile organic compounds or spores, including, without limitation, Penicillium, Aspergillus, Fusarium, Aspergillus Flavus and Stachybotrys chartarum. Losses resulting from the above causes do not in and of themselves constitute an event unless arising out of one or more of the following perils, in which case this exclusion does not apply: Fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow. Notice of any claims for mold-related losses must be given by the Company to the Reinsurer, in writing, within 24 months after the commencement date of the loss occurrence to which such claims relate. 12. Loss or liability excluded under the provisions of the "Electronic Data Endorsement B (NMA 2915)" attached to and forming part of this Contract. 13. Assumed reinsurance, except for the Company's 25.0% quota share of the United Surety of Florida Excess Catastrophe Reinsurance Contract retention of $700,000. (BENFIELD LOGO) Page 4 ARTICLE V - RETENTION AND LIMIT A. As respects each excess layer of reinsurance coverage provided by this Contract, the Company shall retain and be liable for the first amount of ultimate net loss, shown as "Company's Retention" for that excess layer in Schedule A attached hereto, arising out of each loss occurrence. The Reinsurer shall then be liable, as respects each excess layer, for the amount by which such ultimate net loss exceeds the Company's applicable retention, but the liability of the Reinsurer under each excess layer shall not exceed the amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A attached hereto, as respects any one loss occurrence. B. No claim shall be made under any excess layer of reinsurance coverage provided by this Contract as respects any one loss occurrence unless at least two risks insured or reinsured by the Company are involved in such loss occurrence. For purposes of this Contract, the Company shall be the sole judge of what constitutes one risk. ARTICLE VI - REINSTATEMENT A. In the event all or any portion of the reinsurance under any excess layer of reinsurance coverage provided by this Contract is exhausted by loss, the amount so exhausted shall be reinstated immediately from the time the loss occurrence commences hereon. B. Notwithstanding anything stated herein, the liability of the Reinsurer under any excess layer of reinsurance coverage provided by this Contract shall not exceed either of the following: 1. The amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A attached hereto, as respects loss or losses arising out of any one loss occurrence; or 2. The amount, shown as "Reinsurer's Term Limit" for that excess layer in Schedule A attached hereto, in all during the term of this Contract. ARTICLE VII - PREMIUM A. As premium for each excess layer of reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer the greater of the following: 1. The amount, shown as "Minimum Premium" for that excess layer in Schedule A attached hereto; or 2. The Company's aggregate total insured value for policies that include wind coverage in force on September 30, 2006, multiplied by the percentage shown as "Adjustment Rate" for that excess layer in Schedule A attached hereto. B. The Company shall pay the Reinsurer a deposit premium for each excess layer of the amount, shown as "Deposit Premium" for that excess layer in Schedule A attached hereto, in four equal installments of the amount, shown as "Quarterly Deposit Premium" for that (BENFIELD LOGO) Page 5 excess layer in Schedule A attached hereto, on June 1, September 1 and December 1 of 2006 and March 1, 2007. C. Within 45 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder for each excess layer, computed in accordance with paragraph A above, and any additional premium due the Reinsurer or return premium due the Company for each such excess layer shall be remitted promptly. D. For each amount of limit reinstated for each excess layer in accordance with the Reinstatement Article, the Company agrees to pay additional premium equal to the product of the following: 1. The percentage of the occurrence limit for the excess layer reinstated (based on the loss paid by the Reinsurer under that excess layer); times 2. The final adjusted reinsurance premium, as calculated in accordance with paragraph A above, for the excess layer reinstated for the term of this Contract (exclusive of reinstatement premium). E. Whenever the Company requests payment by the Reinsurer of any loss under any excess layer hereunder, the Company shall submit a statement to the Reinsurer of reinstatement premium due the Reinsurer for that excess layer. If the final adjusted reinsurance premium for any excess layer for the term of this Contract has not been determined as of the date of any such statement, the calculation of reinstatement premium due for that excess layer shall be based on the annual deposit premium for that excess layer and shall be readjusted when the final adjusted reinsurance premium for that excess layer for the term of this Contract has been determined. Any reinstatement premium shown to be due the Reinsurer for any excess layer as reflected by any such statement (less prior payments, if any, for that excess layer) shall be payable by the Company concurrently with payment by the Reinsurer of the requested loss for that excess layer. Any return reinstatement premium shown to be due the Company shall be remitted by the Reinsurer as promptly as possible after receipt and verification of the Company's statement. F. In the event a Subscribing Reinsurer's participation in this Contract is terminated under the provisions of paragraph B of the Commencement and Termination Article, no deposit premium shall be due after the effective date of termination, the minimum premium shall be waived, and the reinsurance premium and reinstatement premium will be calculated in accordance with the following formulas: 1. Reinsurance premium shall be the number of days the Subscribing Reinsurer participated on this Contract divided by the number of days of the original term of this Contract and the quotient thereof shall be multiplied by the Subscribing Reinsurer's percentage share of the final adjusted premium reported in accordance with paragraph C above. 2. Reinstatement premium shall be calculated in accordance with paragraph D above and shall be considered fully earned. 3. In the event the incurred loss for an excess layer in Schedule A attached hereto is greater than the sum of the amounts from subparagraphs 1 and 2 of this paragraph F that are applicable to the same excess layer, in lieu of the provisions of (BENFIELD LOGO) Page 6 subparagraphs 1 and 2 of this paragraph F, the Subscribing Reinsurer will receive premium equal to the lesser of: a. An amount equal to the Subscribing Reinsurer's percentage share of the full reinsurance premium calculated in accordance with paragraph A (without regard to the termination of the Subscribing Reinsurer's share in accordance with the provisions of paragraph B of the Commencement and Termination Article) plus any reinstatement premium calculated in accordance with subparagraph 2 of this paragraph F; or b. The Subscribing Reinsurer's percentage share of the incurred loss for the same excess layer. ARTICLE VIII - DEFINITIONS A. "Ultimate net loss" as used herein is defined as the sum or sums (including loss in excess of policy limits, extra contractual obligations and loss adjustment expense, as hereinafter defined) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims, after deduction of all salvage, all recoveries and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's ultimate net loss has been ascertained. B. "Loss in excess of policy limits" and "extra contractual obligations" as used herein shall be defined as follows: 1. "Loss in excess of policy limits" shall mean 90.0% of any amount paid or payable by the Company in excess of its policy limits, but otherwise within the terms of its policy, such loss in excess of the Company's policy limits having been incurred because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action. 2. "Extra contractual obligations" shall mean 90.0% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action. An extra contractual obligation shall be deemed, in all circumstances, to have occurred on the same date as the loss covered or alleged to be covered under the policy. Notwithstanding anything stated herein, the amount included in the ultimate net loss for any one loss occurrence as respects loss in excess of policy limits and extra contractual obligations shall not exceed 25.0% of the Company's indemnity loss hereunder arising out (BENFIELD LOGO) Page 7 of that loss occurrence. Notwithstanding anything stated herein, this Contract shall not apply to any loss in excess of policy limits or any extra contractual obligation incurred by the Company as a result of any fraudulent and/or criminal act by any officer or director of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder. C. "Loss adjustment expense" as used herein shall mean expenses assignable to the investigation, appraisal, adjustment, settlement, litigation, defense and/or appeal of specific claims, regardless of how such expenses are classified for statutory reporting purposes. Loss adjustment expense shall include, but not be limited to, declaratory judgments, interest on judgments, expenses of outside adjusters, and a pro rata share of the salaries and expenses of the Company's field employees according to the time occupied adjusting such losses and expenses of the Company's officials incurred in connection with the losses, but shall not include office expenses or salaries of the Company's regular employees. ARTICLE IX - LOSS OCCURRENCE A. The term "loss occurrence" shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States and states contiguous thereto and to one another. However, the duration and extent of any one "loss occurrence" shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term "loss occurrence" shall be further defined as follows: 1. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or states contiguous thereto. 2. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an insured's premises by strikers, provided such occupation commenced during the aforesaid period. 3. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's "loss occurrence." (BENFIELD LOGO) Page 8 4. As regards "freeze," only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting frozen pipes and tanks) may be included in the Company's "loss occurrence." 5. As regards firestorms, brush fires, and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs 2 and 3 above), which spread through trees, grassland or other vegetation, all individual losses sustained by the Company which occur during any period of 168 consecutive hours within a 100-mile radius of any fixed point selected by the Company may be included in the Company's "loss occurrence." However, an individual loss subject to this subparagraph cannot be included in more than one "loss occurrence." B. For all those "loss occurrences," other than those referred to in subparagraph 2 of paragraph A above, the Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss, and provided that only one such period of 168 consecutive hours shall apply with respect to one event, except for any "loss occurrence" referred to in subparagraph 1 of paragraph A above where only one such period of 72 consecutive hours shall apply with respect to one event, regardless of the duration of the event. C. As respects those "loss occurrences" referred to in subparagraph 2 of paragraph A above, if the disaster, accident or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or more "loss occurrences," provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss. D. No individual losses occasioned by an event that would be covered by 72 hours clauses may be included in any "loss occurrence" claimed under the 168 hours provision. ARTICLE X - LOSS NOTICES AND SETTLEMENTS A. Whenever losses sustained by the Company appear likely to result in a claim hereunder, the Company shall notify the Reinsurer, and the Reinsurer shall have the right to participate in the adjustment of such losses at its own expense. B. All loss settlements made by the Company, provided they are within the terms of this Contract and the terms of the Company's policies, shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all amounts for which it may be liable upon receipt of reasonable evidence of the amount paid (or scheduled to be paid within 14 days) by the Company. ARTICLE XI - SALVAGE AND SUBROGATION The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or recovery made by the Company, less the actual cost, excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer, of obtaining such reimbursement or making (BENFIELD LOGO) Page 9 such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights. ARTICLE XII - FLORIDA HURRICANE CATASTROPHE FUND A. The Company shall provisionally purchase from the Florida Hurricane Catastrophe Fund (FHCF) the following limit and retention: 1. As respects Liberty American Insurance Company, 90.0% of $12,554,329 excess of $3,973,167; and 2. As respects Liberty American Select Insurance Company, 90.0% of $96,011,878 excess of $30,385,634. The provisional limits and retentions detailed above may increase or decrease depending on the Company's actual written premium subject to the FHCF reimbursement coverage during the term of this Contract. The Company and the Reinsurer agree to accept and be bound by the final determination of the FHCF. B. Any loss reimbursement paid or payable to the Company under the FHCF as a result of loss occurrences commencing during the term of this Contract shall inure to the benefit of this Contract. Further, any FHCF loss reimbursement shall be deemed to be paid to the Company in accordance with the reimbursement contract between the Company and the State Board of Administration of the State of Florida at the full payout level set forth therein and will be deemed not to be reduced by any reduction or exhaustion of the FHCF's claims paying capacity. C. Prior to the determination of the Company's FHCF retention and payout, if any, under the reimbursement contract between the Company and the State Board of Administration of the State of Florida, the Reinsurer's liability hereunder will be determined provisionally based on the projected payout, determined in accordance with the provisions of the reimbursement contract. Following the FHCF's final determination of the payout under the reimbursement contract, the ultimate net loss under this Contract will be recalculated. If, as a result of such calculation, the loss to the Reinsurer under any excess layer of this Contract in any one loss occurrence is less than the amount previously paid by the Reinsurer under that excess layer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer under any excess layer in any one loss occurrence is greater than the amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company. D. If an FHCF reimbursement amount is based on the Company's losses in more than one loss occurrence commencing during the term of this Contract, the total FHCF reimbursement received by the Company shall be allocated to individual loss occurrences in chronological order of the dates such loss occurrences commence, beginning with the first such loss occurrence commencing during the term of this Contract, provided that: (BENFIELD LOGO) Page 10 1. The portion of the total FHCF reimbursement amount to be allocated by the Company to any individual loss occurrence shall be equal to the lesser of: (a) the amount of FHCF reimbursement to which the Company would be entitled for that loss occurrence alone, or (b) the remaining FHCF reimbursement which has not been allocated by the Company to prior loss occurrences; and 2. The total amount allocated by the Company to all such loss occurrences shall be equal to the total FHCF reimbursement received by the Company for such loss occurrences. ARTICLE XIII - LATE PAYMENTS A. The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. B. In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (BRMA 23A) (hereinafter referred to as the "Intermediary") by the payment due date, the party to whom payment is due, may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows: 1. The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times 2. 1/365ths of the six-month United States Treasury Bill rate, as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made; times 3. The amount past due, including accrued interest. It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary. C. The establishment of the due date shall, for purposes of this Article, be determined as follows: 1. As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment. 2. Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 days, interest will accrue on the payment or amount overdue in accordance with paragraph B above, from the date the proof of loss or demand for payment in accordance with the Loss Notices and Settlements Article, was transmitted to the Reinsurer. (BENFIELD LOGO) Page 11 3. As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 above, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked. For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. D. Nothing herein shall be construed as limiting or prohibiting a Subscribing Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article. E. Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. ARTICLE XIV - OFFSET (BRMA 36D) The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums, claims and losses, loss expenses or salvages due from one party to the other under this Contract; provided, however, that in the event of the insolvency of a party hereto, offsets shall only be allowed in accordance with applicable statutes and regulations. ARTICLE XV - ACCESS TO RECORDS (BRMA 1D) The Reinsurer or its designated representatives shall have access at any reasonable time to all records of the Company which pertain in any way to this reinsurance. ARTICLE XVI - LIABILITY OF THE REINSURER A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all the general and specific stipulations, clauses, waivers and modifications of the Company's policies and any endorsements thereon. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract. (BENFIELD LOGO) Page 12 B. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract. ARTICLE XVII - NET RETAINED LINES (BRMA 32B) A. This Contract applies only to that portion of any policy which the Company retains net for its own account, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any policy which the Company retains net for its own account shall be included. B. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. ARTICLE XVIII - ERRORS AND OMISSIONS (BRMA 14F) Inadvertent delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided always that such error or omission is rectified as soon as possible after discovery. ARTICLE XIX - CURRENCY (BRMA 12A) A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. ARTICLE XX - TAXES (BRMA 50B) In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America or the District of Columbia. ARTICLE XXI - FEDERAL EXCISE TAX A. The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon as imposed under Section 4371 of (BENFIELD LOGO) Page 13 the Internal Revenue Code to the extent such premium is subject to the Federal Excise Tax. B. In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. ARTICLE XXII - FUNDING REQUIREMENTS A. The Reinsurer agrees to fund, within 30 days of the Company's request, subject to receipt of satisfactory information from the Company, its share of the Company's ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company) by: 1. Clean, irrevocable and unconditional letters of credit issued and confirmed, if confirmation is required by the insurance regulatory authorities involved, by a bank or banks meeting the NAIC Securities Valuation Office credit standards for issuers of letters of credit and acceptable to said insurance regulatory authorities; and/or 2. Escrow accounts for the benefit of the Company; and/or 3. Cash advances; if the Reinsurer is unauthorized in any state of the United States of America or the District of Columbia having jurisdiction over the Company and if, without such funding, a penalty would accrue to the Company on any financial statement, including but not limited to quarterly filings, it is required to file with the insurance regulatory authorities involved. The Reinsurer, at its sole option, may fund in other than cash if its method of funding is acceptable to the Company and to the insurance regulatory authorities involved. For the purpose of this Contract, the Lloyd's U.S. Credit for Reinsurance Trust Fund shall be considered an acceptable funding instrument. B. With regard to funding in whole or in part by letters of credit, it is agreed that each letter of credit will be in a form acceptable to insurance regulatory authorities involved, will be issued for a term of at least one year and will include an "evergreen clause," which automatically extends the term for at least one additional year at each expiration date unless written notice of non-renewal is given to the Company not less than 30 days prior to said expiration date or longer where required by insurance regulatory authorities. The Company and the Reinsurer further agree, notwithstanding anything to the contrary in this Contract, that said letters of credit may be drawn upon by the Company or its successors in interest at any time, without diminution because of the insolvency of the Company or the Reinsurer, but only for one or more of the following purposes: 1. To reimburse itself for the Reinsurer's share of losses and/or loss adjustment expense paid under the terms of policies reinsured hereunder, unless paid in cash by the Reinsurer; (BENFIELD LOGO) Page 14 2. To reimburse itself for the Reinsurer's share of any other amounts claimed to be due hereunder, unless paid in cash by the Reinsurer; 3. To fund a cash account in an amount equal to the Reinsurer's share of ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company) funded by means of a letter of credit which is under non-renewal notice, if said letter of credit has not been renewed or replaced by the Reinsurer 10 days prior to its expiration date; 4. To refund to the Reinsurer any sum in excess of the actual amount required to fund the Reinsurer's share of the Company's ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company), if so requested by the Reinsurer. In the event the amount drawn by the Company on any letter of credit is in excess of the actual amount required for B(1) or B(3), or in the case of B(2), the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn. ARTICLE XXIII - INSOLVENCY A. In the event of the insolvency of one or more of the reinsured companies, this reinsurance shall be payable directly to the company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the company without diminution because of the insolvency of the company or because the liquidator, receiver, conservator or statutory successor of the company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the company shall give written notice to the Reinsurer of the pendency of a claim against the company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this (BENFIELD LOGO) Page 15 Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. ARTICLE XXIV - ARBITRATION A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held to appoint the third arbitrator. All arbitrators shall be active or retired officers of insurance or reinsurance companies, or Lloyd's London Underwriters, and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within 30 days of the appointment of the third arbitrator. D. The parties hereby waive all objections to the method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the parties. E. The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall interpret this Contract as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The arbitrators may award interest and costs. Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expenses of the third arbitrator and of the arbitration. F. The decision in writing of the majority of the arbitrators shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. The arbitration shall take place in Pinellas Park, Florida, unless otherwise mutually agreed between the Company and the Reinsurer. (BENFIELD LOGO) Page 16 G. This Article shall remain in full force and effect in the event any other provision of this Contract shall be found invalid or non-binding. H. All time limitations stated in this Article may be amended by mutual consent of the parties, and will be amended automatically to the extent made necessary by any circumstances beyond the control of the parties. ARTICLE XXV - SERVICE OF SUIT (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the parties obligations to arbitrate their disputes in accordance with the Arbitration Article.) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract. ARTICLE XXVI - AGENCY AGREEMENT If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party. ARTICLE XXVII - GOVERNING LAW This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Florida exclusive of the rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all the states shall apply. (BENFIELD LOGO) Page 17 ARTICLE XXVIII - CONFIDENTIALITY The Reinsurer, except with the express prior written consent of the Company, shall not directly or indirectly communicate, disclose or divulge to any unaffiliated third party any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Company's books, records and papers. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Reinsurer is required to make to its statutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Contract or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority. ARTICLE XXIX - SEVERABILITY If any provision of this Contract should be invalid under applicable laws, the latter shall control but only to the extent of the conflict without affecting the remaining provisions of this Contract. ARTICLE XXX - INTERMEDIARY (BRMA 23A) Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through Benfield Inc. Payments by the Company to the Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. IN WITNESS WHEREOF, the Company by its duly authorized representative has executed this Contract as of the date undermentioned at: Pinellas Park, Florida, this 21st day of July in the year 2006. /s/ T. Bruce Meyer ---------------------------------------- Liberty American Insurance Group, Inc. (for and on behalf of the "Company") T. BRUCE MEYER, PRES. & CEO (Print name and title) (BENFIELD LOGO) Page 18 SCHEDULE A FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc.
FIRST SECOND THIRD EXCESS EXCESS EXCESS ----------- ----------- ------------ Company's Retention $17,500,000 $35,000,000 $ 60,000,000 Reinsurer's Per Occurrence Limit $17,500,000 $25,000,000 $ 60,000,000 Reinsurer's Term Limit $35,000,000 $50,000,000 $120,000,000 Minimum Premium $ 7,875,000 $ 7,875,000 $ 14,040,000 Adjustment Rate 0.05154% 0.05154% 0.09188% Deposit Premium $ 8,750,000 $ 8,750,000 $ 15,600,000 Quarterly Deposit Premium $ 2,187,500 $ 2,187,500 $ 3,900,000
The figures listed above for each excess layer shall apply to each Subscribing Reinsurer in the percentage share for that excess layer as expressed in its Interests and Liabilities Agreement attached hereto. (BENFIELD LOGO) Schedule A NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE (U.S.A.) 1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks. 2. Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to: I. Nuclear reactor power plants including all auxiliary property on the site, or II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or IV. Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission. 3. Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate (a) where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or (b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof. 4. Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against. 5. It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard. 6. The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof. 7. Reassured to be sole judge of what constitutes: (a) substantial quantities, and (b) the extent of installation, plant or site. Note.-Without in any way restricting the operation of paragraph (1) hereof, it is understood and agreed that (a) all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. (b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. ELECTRONIC DATA ENDORSEMENT B 1. ELECTRONIC DATA EXCLUSION Notwithstanding any provision to the contrary within the Contract or any endorsement thereto, it is understood and agreed as follows:- a) This Contract does not insure loss, damage, destruction, distortion, erasure, corruption or alteration of ELECTRONIC DATA from any cause whatsoever (including but not limited to COMPUTER VIRUS) or loss of use, reduction in functionality, cost, expense of whatsoever nature resulting therefrom, regardless of any other cause or event contributing concurrently or in any other sequence to the loss. ELECTRONIC DATA means facts, concepts and information converted to a form useable for communications, interpretation or processing by electronic and electromechanical data processing or electronically controlled equipment and includes programs, software and other coded instructions for the processing and manipulation of data or the direction and manipulation of such equipment. COMPUTER VIRUS means a set of corrupting, harmful or otherwise unauthorized instructions or code including a set of maliciously introduced unauthorized instructions or code, programmatic or otherwise, that propagate themselves through a computer system or network of whatsoever nature. COMPUTER VIRUS includes but is not limited to "Trojan Horses," "worms" and "time or logic bombs." b) However, in the event that a peril listed below results from any of the matters described in paragraph a) above, this Contract, subject to all its terms, conditions and exclusions, will cover physical damage occurring during the Contract period to property insured by this Contract directly caused by such listed peril. Listed Perils Fire Explosion 2. ELECTRONIC DATA PROCESSING MEDIA VALUATION Notwithstanding any provision to the contrary within the Contract or any endorsement thereto, it is understood and agreed as follows:- Should electronic data processing media insured by this Contract suffer physical loss or damage insured by this Contract, then the basis of valuation shall be the cost of the blank media plus the costs of copying the ELECTRONIC DATA from back-up or from originals of a previous generation. These costs will not include research and engineering nor any costs of recreating, gathering or assembling such ELECTRONIC DATA. If the media is not repaired, replaced or restored the basis of valuation shall be the cost of the blank media. However this Contract does not insure any amount pertaining to the value of such ELECTRONIC DATA to the Assured or any other party, even if such ELECTRONIC DATA cannot be recreated, gathered or assembled. INTERESTS AND LIABILITIES AGREEMENT of ACE Tempest Reinsurance Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 2.00% of the Second Excess Catastrophe Reinsurance 2.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 28th day of July in the year 2006. /s/ Paula Lewin ---------------------------------------- ACE Tempest Reinsurance Ltd PAULA LEWIN, (VP US Underwriting) (Print name and title) Our Reference Number 06/PX2947B-C (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Amlin Bermuda Limited Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 5.00% of the First Excess Catastrophe Reinsurance 8.75% of the Second Excess Catastrophe Reinsurance 7.50% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 23rd day of August in the year 2006. /s/ B. Savill (SEAL) --------------------------------- Amlin Bermuda Limited B. SAVILL, Property treaty underwriters (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Ariel Reinsurance Company Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 5.00% of the First Excess Catastrophe Reinsurance 5.00% of the Second Excess Catastrophe Reinsurance 0% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 27th day of July in the year 2006. /s/ Stephen Velotti ---------------------------------------- Ariel Reinsurance Company Ltd. Stephen Velotti (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Aspen Insurance Limited Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 30.00% of the First Excess Catastrophe Reinsurance 0% of the Second Excess Catastrophe Reinsurance 0% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 31st day of July in the year 2006. /s/ James Few (SEAL) --------------------------------- Aspen Insurance Limited JAMES FEW, CUO (Print name and title) P00784506A03 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of AXA RE Paris, France (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 6.00% of the Second Excess Catastrophe Reinsurance 10.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Paris, France, this 24th day of August in the year 2006. ---------------------------------------- AXA RE ---------------------------------------- (Print name and title) AXA RE 39, rue du Colisee - 75008 PARIS Tel.: 33(0)1 56 43 90 00 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Catlin Insurance Company Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 2.50% of the First Excess Catastrophe Reinsurance GA4000112974 2.50% of the Second Excess Catastrophe Reinsurance GA8000112973 2.50% of the Third Excess Catastrophe Reinsurance GA1000112975 This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 25th day of July in the year 2006. /s/ Andy Crichton ---------------------------------------- Catlin Insurance Company Ltd. Andy Crichton, Property Underwriter (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of DaVinci Reinsurance Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 2.75% of the First Excess Catastrophe Reinsurance 0% of the Second Excess Catastrophe Reinsurance 0% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 1 day of August in the year 2006. /s/ Justin O. O'Keefe ---------------------------------------- DaVinci Reinsurance Ltd. Justin O. O'Keefe, VP (Print name and title) DAVINCI REINSURANCE LTD. UNDERWRITTEN BY RENAISSANCE U/W MGRS. 3-10367-01 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Flagstone Reinsurance Limited Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 15.00% of the First Excess Catastrophe Reinsurance 15.00% of the Second Excess Catastrophe Reinsurance 4.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 25th day of July in the year 2006. /s/ Kevin M. Madigan ---------------------------------------- Flagstone Reinsurance Limited Kevin M. Madigan, Deputy Underwriting Officer North America (Print name and title) FLAGSTONE REINSURANCE LIMITED (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Hannover Re (Bermuda), Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: Ref's: U8 347320206-0306 0% of the First Excess Catastrophe Reinsurance 6.00% of the Second Excess Catastrophe Reinsurance 6.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. In any action, suit or proceeding to enforce the Subscribing Reinsurer's obligations under the attached Contract, service of process may be made upon Mendes & Mount, 750 Seventh Avenue, New York, New York 10019. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 31st day of August in the year 2006. /s/ Schuenemann ---------------------------------------- Hannover Re (Bermuda), Ltd. SCHUENEMANN, Sen. Underwriter (Print name and title) hannover re (R) Hannover Re (Bermuda) Ltd (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Federal Insurance Company Indianapolis, Indiana through Harbor Point Insurance Services Inc. Bernardsville, New Jersey (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 6.00% of the First Excess Catastrophe Reinsurance T935 8.00% of the Second Excess Catastrophe Reinsurance T936 3.25% of the Third Excess Catastrophe Reinsurance T937 This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Bernardsville, New Jersey, this 14th day of August in the year 2006. /s/ Joscelin Burrer ---------------------------------------- Harbor Point Insurance Services Inc. (for and on behalf of Federal Insurance Company) JOSCELIN BURRER (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Montpelier Reinsurance Limited Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 5.00% of the First Excess Catastrophe Reinsurance 5.00% of the Second Excess Catastrophe Reinsurance 5.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 31st day of July in the year 2006. MONTPELIER REINSURANCE LTD. /s/ BAJ Locke ------------------------------------------- Montpelier Reinsurance Limited BAJ Locke, V.P. - Contracts Administrator (Print name and title) our ref: CAW3X 30660/61/62 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Partner Reinsurance Company Pembroke Parish, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 5.00% of the First Excess Catastrophe Reinsurance T 309861 9.00% of the Second Excess Catastrophe Reinsurance T 309862 14.50% of the Third Excess Catastrophe Reinsurance T 312358 This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Pembroke Parish, Bermuda, this 26th day of July in the year 2006. /s/ Brian Secrett ---------------------------------------- Partner Reinsurance Company BRIAN SECRETT ILLEGIBLE CATHIE LOMBARDI (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Platinum Underwriters Reinsurance, Inc. Baltimore, Maryland (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 2.00% of the First Excess Catastrophe Reinsurance 2.00% of the Second Excess Catastrophe Reinsurance 2.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: New York, New York, this 28th day of July in the year 2006. /s/ Andrew Hegal ---------------------------------------- Platinum Underwriters Reinsurance, Inc. Andrew Hegal, Assistant Vice President (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Renaissance Reinsurance, Ltd. Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 14.25% of the First Excess Catastrophe Reinsurance 0% of the Second Excess Catastrophe Reinsurance 0% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 1 day of August in the year 2006. /s/ Justin P. O'Keefe ---------------------------------------- Renaissance Reinsurance, Ltd. Justin P. O'Keefe (Print name and title) (RENAISSANCE REINSURANCE, LTD. LOGO) S-11648-01 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Swiss Reinsurance America Corporation Armonk, New York through Swiss Re Underwriters Agency, Inc. Calabasas, California (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 0% of the Second Excess Catastrophe Reinsurance 6.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Calabasas, California, this 31st day of July in the year 2006. /s/ Daniel S. McElvany ---------------------------------------- Swiss Re Underwriters Agency, Inc. (for Swiss Reinsurance America Corporation) Daniel S. McElvany, Senior Vice President (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Transatlantic Reinsurance Company New York, New York (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 5.00% of the Second Excess Catastrophe Reinsurance 10.00% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: New York, New York, this 3rd day of October in the year 2006. /s/ William L. Orendorf ---------------------------------------- Transatlantic Reinsurance Company William L. Orendorf, Underwriter (Print name and title) 910230401 & 910230402 (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of XL Re Ltd Hamilton, Bermuda (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 0% of the Second Excess Catastrophe Reinsurance 1.50% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date undermentioned at: Hamilton, Bermuda, this 12th day of September in the year 2006. /s/ Gino & Smith ---------------------------------------- XL Re Ltd Gino & Smith, A. V. P (Print name and title) (BENFIELD LOGO) INTERESTS AND LIABILITIES AGREEMENT of Certain Underwriting Members of Lloyd's shown in the Signing Schedules attached hereto (hereinafter referred to as the "Subscribing Reinsurer") with respect to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to and duly executed by Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. The Subscribing Reinsurer hereby accepts the following percentage shares in the interests and liabilities of the "Reinsurer" as set forth in the attached Contract captioned above: 0% of the First Excess Catastrophe Reinsurance 18.25% of the Second Excess Catastrophe Reinsurance 18.25% of the Third Excess Catastrophe Reinsurance This Agreement shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, and shall continue in force until 12:01 a.m., Local Standard Time, June 1, 2007, unless earlier terminated in accordance with the provisions of the attached Contract. The Subscribing Reinsurer's share in the attached Contract shall be separate and apart from the shares of the other reinsurers, and shall not be joint with the shares of the other reinsurers, it being understood that the Subscribing Reinsurer shall in no event participate in the interests and liabilities of the other reinsurers. In any action, suit or proceeding to enforce the Subscribing Reinsurer's obligations under the attached Contract, service of process may be made upon Mendes & Mount, 750 Seventh Avenue, New York, New York 10019. Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedules attached hereto. (BENFIELD LOGO) [Illegible] that we the underwriters, members of the syndicates whose definitive numbers in the after mentioned list of underwriting members of lloyds are set out in the attached table, hereby bind ourselves each for his own part and not one for another, our executors and administrators, and in respect of [illegible] proportion only, to pay or make good to the assured or to the assured's executors or administrators or to indemnity him or them against all such loss, damage or liability as herein provided, such payment to be made after such loss, damage or liability is proved and the due proportion for which each of us, the underwriters, is liable shall be ascertained by reference to his share, as shown in the said list, of the amount, percentage or proportion of the total sum insured hereunder which is in the table set opposite the definitive number of the syndicate of which such underwriter is a member and further that the list of underwriting members of lloyd's referred to above shows their respective syndicates and shares therein, is deemed to be incorporated in and to form part of this policy, bears the numbers specified in the attached table and is available for inspection at lloyd's policy signing office by the assured or his or their representatives and a true copy of the material parts of the said list certified by the general manager of lloyd's policy signing office will be furnished to the assured on application. In witness where of the general manager of lloyd's policy signing office has subscribed list [illegible]. LLOYD'S POLICY SIGNING OFFICE. BUREAU REFERENCE 61300 07/07/06 BROKER NUMBER 1108
PROPORTION % SYNDICATE UNDERWRITER'S REFERENCE - ------------ --------- ----------------------- 2.50 2020 P532192A0X 4.50 566 K8074ABCXX00 1.00 2010 N06B6890A001 7.50 2001 CAC2102306VB 1.50 626 X1823A0ALKHE 0.50 727 HA333F0AAKHE 0.75 33
TOTAL LINE NO. OF SYNDICATES - ---------- ----------------- 18.25 7
THE LIST OF UNDERWRITING MEMBERS OF LLOYDS IS IN RESPECT OF 2006 YEAR OF ACCOUNT Page 1 of 1 [Illegible] that we the underwriters, members of the syndicates whose definitive numbers in the after mentioned list of underwriting members of lloyds are set out in the attached table, hereby bind ourselves each for his own part and not one for another, our executors and administrators, and in respect of [illegible] proportion only, to pay or make good to the assured or to the assured's executors or administrators or to indemnity him or them against all such loss, damage or liability as herein provided, such payment to be made after such loss, damage or liability is proved and the due proportion for which each of us, the underwriters, is liable shall be ascertained by reference to his share, as shown in the said list, of the amount, percentage or proportion of the total sum insured hereunder which is in the table set opposite the definitive number of the syndicate of which such underwriter is a member and further that the list of underwriting members of lloyd's referred to above shows their respective syndicates and shares therein, is deemed to be incorporated in and to form part of this policy, bears the numbers specified in the attached table and is available for inspection at lloyd's policy signing office by the assured or his or their representatives and a true copy of the material parts of the said list certified by the general manager of lloyd's policy signing office will be furnished to the assured on application. In witness where of the general manager of lloyd's policy signing office has subscribed list [illegible]. LLOYD'S POLICY SIGNING OFFICE. BUREAU REFERENCE 61300 07/07/06 BROKER NUMBER 1108
PROPORTION % SYNDICATE UNDERWRITER'S REFERENCE - ------------ --------- ----------------------- 5.00 566 F7620ZBCXX00 1.75 2010 N06B6880A001 8.75 2001 CAC0848406KF 1.50 382 X372XA2338AX 0.75 33 58547Q0AAKHE 0.50 727 5N920X5170MQ
TOTAL LINE No. OF SYNDICATES - ---------- ----------------- 18.25 6
THE LIST OF UNDERWRITING MEMBERS OF LLOYDS IS IN RESPECT OF 2006 YEAR OF ACCOUNT Page 1 of 1 FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. (BENFIELD LOGO) TABLE OF CONTENTS
ARTICLE PAGE - ------- ---- I Classes of Business Reinsured 1 II Commencement and Termination 1 III Territory (BRMA 51A) 2 IV Exclusions 2 V Retention and Limit 5 VI Reinstatement 5 VII Premium 5 VIII Definitions 7 IX Loss Occurrence 8 X Loss Notices and Settlements 9 XI Salvage and Subrogation 9 XII Florida Hurricane Catastrophe Fund 10 XIII Late Payments 11 XIV Offset (BRMA 36D) 12 XV Access to Records (BRMA 1D) 12 XVI Liability of the Reinsurer 12 XVII Net Retained Lines (BRMA 32B) 13 XVIII Errors and Omissions (BRMA 14F) 13 XIX Currency (BRMA 12A) 13 XX Taxes (BRMA 50B) 13 XXI Federal Excise Tax 13 XXII Funding Requirements 14 XXIII Insolvency 15 XXIV Arbitration 16 XXV Service of Suit 17 XXVI Agency Agreement 17 XXVII Governing Law 17 XXVIII Confidentiality 18 XXIX Severability 18 XXX Intermediary (BRMA 23A) 18 Schedule A
(BENFIELD LOGO) FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc. (hereinafter referred to collectively as the "Company") by The Subscribing Reinsurer(s) Executing the Interests and Liabilities Agreement(s) Attached Hereto (hereinafter referred to as the "Reinsurer") ARTICLE I - CLASSES OF BUSINESS REINSURED By this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the Company under its policies, contracts and binders of insurance (hereinafter called "policies") in force at the effective date hereof or issued or renewed on or after that date, and classified by the Company as Property business, subject to the terms, conditions and limitations set forth herein and in Schedule A attached to and forming part of this Contract. ARTICLE II - COMMENCEMENT AND TERMINATION A. This Contract shall become effective at 12:01 a.m., Local Standard Time, June 1, 2006, with respect to losses arising out of loss occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Local Standard Time, June 1, 2007. B. Notwithstanding the provisions of paragraph A above, the Company may terminate a Subscribing Reinsurer's percentage share in this Contract by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur as clarified by public announcement for subparagraphs 1 through 6 below and upon discovery for subparagraphs 7 and 8 below: 1. The Subscribing Reinsurer's policyholders' surplus or foreign equivalent thereto after the date lines are bound for this Contract has been reduced by more than 25.0% of the amount of surplus or foreign equivalent 12 months prior to that date; or 2. The Subscribing Reinsurer's policyholders' surplus or the foreign equivalent thereto at any time after the date that lines are bound or at any time during the term of this (BENFIELD LOGO) Page 1 Contract has been reduced by more than 25.0% of the amount of surplus or foreign equivalent at the date of the Subscribing Reinsurer's most recent financial statement filed with regulatory authorities and available to the public as of the date lines are bound for this Contract; or 3. The Subscribing Reinsurer's A.M. Best's Financial Strength rating has been assigned as any rating below "A-" (inclusive of "Not Rated" ratings) and/or the Subscribing Reinsurer's Standard & Poor's Insurer Financial Strength rating has been assigned as any rating below "BBB+" (inclusive of "Not Rated" ratings); or 4. The Subscribing Reinsurer has become merged with, acquired by or controlled by any other company, corporation or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 5. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 6. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract to a non-affiliated entity without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business. C. If this Contract is terminated or expires while a loss occurrence covered hereunder is in progress, the Reinsurer's liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire loss occurrence had occurred prior to the termination or expiration of this Contract, provided that no part of such loss occurrence is claimed against any renewal or replacement of this Contract. ARTICLE III - TERRITORY (BRMA 51A) The territorial limits of this Contract shall be identical with those of the Company's policies. ARTICLE IV - EXCLUSIONS This Contract does not apply to and specifically excludes the following: 1. Financial guarantee and insolvency. 2. Mortgage Impairment insurances and similar kinds of insurances, however styled. 3. Nuclear risks as defined in the "Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance" attached to and forming part of this Contract. (BENFIELD LOGO) Page 2 4. Loss or damage caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority. 5. Loss or liability from any Pool, Association or Syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund or Citizens Property Insurance Corporation. 6. All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. 7. Losses in respect of overhead transmission and distribution lines and their supporting structures other than those on or within 1,000 feet of the insured premises. It is understood and agreed that public utilities extension and/or suppliers extension and/or contingent business interruption coverages are not subject to this exclusion, provided that these are not part of a transmitters' or distributors' policy. 8. Accident and Health, Casualty, Fidelity and/or Surety business. 9. Loss, damage, cost or expense arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude payment of the cost of removing debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25.0% of the Company's property loss under the applicable original policy. 10. Notwithstanding any other provision to the contrary within this Contract or any amendment thereto, loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss. An "act of terrorism" includes any act, or preparation in respect of action, or threat of action, designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto, and which: a. Involves violence against one or more persons, or b. Involves damage to property; or c. Endangers life other than that of the person committing the action; or (BENFIELD LOGO) Page 3 d. Creates a risk to health or safety of the public or a section of the public; or e. Is designed to interfere with or to disrupt an electronic system. Loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating against, or responding to any act of terrorism. Notwithstanding the above and subject otherwise to the terms, conditions and limitations of this Contract, in respect only of personal lines this Contract will pay actual loss or damage (but not related cost or expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, radioactive, or nuclear pollution or contamination or explosion. 11. Loss or liability in any way or to any extent arising out of the actual or alleged presence or actual, alleged or threatened presence of fungi including, but not limited to, mold, mildew, mycotoxins, microbial volatile organic compounds or other "microbial contamination." This includes: a. Any supervision, instruction, recommendations, warnings, or advice given or which should have been given in connection with the above; and b. Any obligation to share damages with or repay someone else who must pay damages because of such injury or damage. For purposes of this exclusion, "microbial contamination" means any contamination, either airborne or surface, which arises out of or is related to the presence of fungi, mold, mildew, mycotoxins, microbial volatile organic compounds or spores, including, without limitation, Penicillium, Aspergillus, Fusarium, Aspergillus Flavus and Stachybotrys chartarum. Losses resulting from the above causes do not in and of themselves constitute an event unless arising out of one or more of the following perils, in which case this exclusion does not apply: Fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow. Notice of any claims for mold-related losses must be given by the Company to the Reinsurer, in writing, within 24 months after the commencement date of the loss occurrence to which such claims relate. 12. Loss or liability excluded under the provisions of the "Electronic Data Endorsement B (NMA 2915)" attached to and forming part of this Contract. 13. Assumed reinsurance, except for the Company's 25.0% quota share of the United Surety of Florida Excess Catastrophe Reinsurance Contract retention of $700,000. (BENFIELD LOGO) Page 4 ARTICLE V - RETENTION AND LIMIT A. As respects each excess layer of reinsurance coverage provided by this Contract, the Company shall retain and be liable for the first amount of ultimate net loss, shown as "Company's Retention" for that excess layer in Schedule A attached hereto, arising out of each loss occurrence. The Reinsurer shall then be liable, as respects each excess layer, for the amount by which such ultimate net loss exceeds the Company's applicable retention, but the liability of the Reinsurer under each excess layer shall not exceed the amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A attached hereto, as respects any one loss occurrence. B. No claim shall be made under any excess layer of reinsurance coverage provided by this Contract as respects any one loss occurrence unless at least two risks insured or reinsured by the Company are involved in such loss occurrence. For purposes of this Contract, the Company shall be the sole judge of what constitutes one risk. ARTICLE VI - REINSTATEMENT A. In the event all or any portion of the reinsurance under any excess layer of reinsurance coverage provided by this Contract is exhausted by loss, the amount so exhausted shall be reinstated immediately from the time the loss occurrence commences hereon. B. Notwithstanding anything stated herein, the liability of the Reinsurer under any excess layer of reinsurance coverage provided by this Contract shall not exceed either of the following: 1. The amount, shown as "Reinsurer's Per Occurrence Limit" for that excess layer in Schedule A attached hereto, as respects loss or losses arising out of any one loss occurrence; or 2. The amount, shown as "Reinsurer's Term Limit" for that excess layer in Schedule A attached hereto, in all during the term of this Contract. ARTICLE VII - PREMIUM A. As premium for each excess layer of reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer the greater of the following: 1. The amount, shown as "Minimum Premium" for that excess layer in Schedule A attached hereto; or 2. The Company's aggregate total insured value for policies that include wind coverage in force on September 30, 2006, multiplied by the percentage shown as "Adjustment Rate" for that excess layer in Schedule A attached hereto. B. The Company shall pay the Reinsurer a deposit premium for each excess layer of the amount, shown as "Deposit Premium" for that excess layer in Schedule A attached hereto, in four equal installments of the amount, shown as "Quarterly Deposit Premium" for that (BENFIELD LOGO) Page 5 excess layer in Schedule A attached hereto, on June 1, September 1 and December 1 of 2006 and March 1, 2007. C. Within 45 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder for each excess layer, computed in accordance with paragraph A above, and any additional premium due the Reinsurer or return premium due the Company for each such excess layer shall be remitted promptly. D. For each amount of limit reinstated for each excess layer in accordance with the Reinstatement Article, the Company agrees to pay additional premium equal to the product of the following: 1. The percentage of the occurrence limit for the excess layer reinstated (based on the loss paid by the Reinsurer under that excess layer); times 2. The final adjusted reinsurance premium, as calculated in accordance with paragraph A above, for the excess layer reinstated for the term of this Contract (exclusive of reinstatement premium). E. Whenever the Company requests payment by the Reinsurer of any loss under any excess layer hereunder, the Company shall submit a statement to the Reinsurer of reinstatement premium due the Reinsurer for that excess layer. If the final adjusted reinsurance premium for any excess layer for the term of this Contract has not been determined as of the date of any such statement, the calculation of reinstatement premium due for that excess layer shall be based on the annual deposit premium for that excess layer and shall be readjusted when the final adjusted reinsurance premium for that excess layer for the term of this Contract has been determined. Any reinstatement premium shown to be due the Reinsurer for any excess layer as reflected by any such statement (less prior payments, if any, for that excess layer) shall be payable by the Company concurrently with payment by the Reinsurer of the requested loss for that excess layer. Any return reinstatement premium shown to be due the Company shall be remitted by the Reinsurer as promptly as possible after receipt and verification of the Company's statement. F. In the event a Subscribing Reinsurer's participation in this Contract is terminated under the provisions of paragraph B of the Commencement and Termination Article, no deposit premium shall be due after the effective date of termination, the minimum premium shall be waived, and the reinsurance premium and reinstatement premium will be calculated in accordance with the following formulas: 1. Reinsurance premium shall be the number of days the Subscribing Reinsurer participated on this Contract divided by the number of days of the original term of this Contract and the quotient thereof shall be multiplied by the Subscribing Reinsurer's percentage share of the final adjusted premium reported in accordance with paragraph C above. 2. Reinstatement premium shall be calculated in accordance with paragraph D above and shall be considered fully earned. 3. In the event the incurred loss for an excess layer in Schedule A attached hereto is greater than the sum of the amounts from subparagraphs 1 and 2 of this paragraph F that are applicable to the same excess layer, in lieu of the provisions of (BENFIELD LOGO) Page 6 subparagraphs 1 and 2 of this paragraph F, the Subscribing Reinsurer will receive premium equal to the lesser of: a. An amount equal to the Subscribing Reinsurer's percentage share of the full reinsurance premium calculated in accordance with paragraph A (without regard to the termination of the Subscribing Reinsurer's share in accordance with the provisions of paragraph B of the Commencement and Termination Article) plus any reinstatement premium calculated in accordance with subparagraph 2 of this paragraph F; or b. The Subscribing Reinsurer's percentage share of the incurred loss for the same excess layer. ARTICLE VIII - DEFINITIONS A. "Ultimate net loss" as used herein is defined as the sum or sums (including loss in excess of policy limits, extra contractual obligations and loss adjustment expense, as hereinafter defined) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims, after deduction of all salvage, all recoveries and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's ultimate net loss has been ascertained. B. "Loss in excess of policy limits" and "extra contractual obligations" as used herein shall be defined as follows: 1. "Loss in excess of policy limits" shall mean 90.0% of any amount paid or payable by the Company in excess of its policy limits, but otherwise within the terms of its policy, such loss in excess of the Company's policy limits having been incurred because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action. 2. "Extra contractual obligations" shall mean 90.0% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action. An extra contractual obligation shall be deemed, in all circumstances, to have occurred on the same date as the loss covered or alleged to be covered under the policy. Notwithstanding anything stated herein, the amount included in the ultimate net loss for any one loss occurrence as respects loss in excess of policy limits and extra contractual obligations shall not exceed 25.0% of the Company's indemnity loss hereunder arising out (BENFIELD LOGO) Page 7 of that loss occurrence. Notwithstanding anything stated herein, this Contract shall not apply to any loss in excess of policy limits or any extra contractual obligation incurred by the Company as a result of any fraudulent and/or criminal act by any officer or director of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder. C. "Loss adjustment expense" as used herein shall mean expenses assignable to the investigation, appraisal, adjustment, settlement, litigation, defense and/or appeal of specific claims, regardless of how such expenses are classified for statutory reporting purposes. Loss adjustment expense shall include, but not be limited to, declaratory judgments, interest on judgments, expenses of outside adjusters, and a pro rata share of the salaries and expenses of the Company's field employees according to the time occupied adjusting such losses and expenses of the Company's officials incurred in connection with the losses, but shall not include office expenses or salaries of the Company's regular employees. ARTICLE IX - LOSS OCCURRENCE A. The term "loss occurrence" shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States and states contiguous thereto and to one another. However, the duration and extent of any one "loss occurrence" shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term "loss occurrence" shall be further defined as follows: 1. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or states contiguous thereto. 2. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an insured's premises by strikers, provided such occupation commenced during the aforesaid period. 3. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's "loss occurrence." (BENFIELD LOGO) Page 8 4. As regards "freeze," only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting frozen pipes and tanks) may be included in the Company's "loss occurrence." 5. As regards firestorms, brush fires, and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs 2 and 3 above), which spread through trees, grassland or other vegetation, all individual losses sustained by the Company which occur during any period of 168 consecutive hours within a 100-mile radius of any fixed point selected by the Company may be included in the Company's "loss occurrence." However, an individual loss subject to this subparagraph cannot be included in more than one "loss occurrence." B. For all those "loss occurrences," other than those referred to in subparagraph 2 of paragraph A above, the Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss, and provided that only one such period of 168 consecutive hours shall apply with respect to one event, except for any "loss occurrence" referred to in subparagraph 1 of paragraph A above where only one such period of 72 consecutive hours shall apply with respect to one event, regardless of the duration of the event. C. As respects those "loss occurrences" referred to in subparagraph 2 of paragraph A above, if the disaster, accident or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or more "loss occurrences," provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss. D. No individual losses occasioned by an event that would be covered by 72 hours clauses may be included in any "loss occurrence" claimed under the 168 hours provision. ARTICLE X - LOSS NOTICES AND SETTLEMENTS A. Whenever losses sustained by the Company appear likely to result in a claim hereunder, the Company shall notify the Reinsurer, and the Reinsurer shall have the right to participate in the adjustment of such losses at its own expense. B. All loss settlements made by the Company, provided they are within the terms of this Contract and the terms of the Company's policies, shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all amounts for which it may be liable upon receipt of reasonable evidence of the amount paid (or scheduled to be paid within 14 days) by the Company. ARTICLE XI - SALVAGE AND SUBROGATION The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or recovery made by the Company, less the actual cost, excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer, of obtaining such reimbursement or making (BENFIELD LOGO) Page 9 such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights. ARTICLE XII - FLORIDA HURRICANE CATASTROPHE FUND A. The Company shall provisionally purchase from the Florida Hurricane Catastrophe Fund (FHCF) the following limit and retention: 1. As respects Liberty American Insurance Company, 90.0% of $12,554,329 excess of $3,973,167; and 2. As respects Liberty American Select Insurance Company, 90.0% of $96,011,878 excess of $30,385,634. The provisional limits and retentions detailed above may increase or decrease depending on the Company's actual written premium subject to the FHCF reimbursement coverage during the term of this Contract. The Company and the Reinsurer agree to accept and be bound by the final determination of the FHCF. B. Any loss reimbursement paid or payable to the Company under the FHCF as a result of loss occurrences commencing during the term of this Contract shall inure to the benefit of this Contract. Further, any FHCF loss reimbursement shall be deemed to be paid to the Company in accordance with the reimbursement contract between the Company and the State Board of Administration of the State of Florida at the full payout level set forth therein and will be deemed not to be reduced by any reduction or exhaustion of the FHCF's claims paying capacity. C. Prior to the determination of the Company's FHCF retention and payout, if any, under the reimbursement contract between the Company and the State Board of Administration of the State of Florida, the Reinsurer's liability hereunder will be determined provisionally based on the projected payout, determined in accordance with the provisions of the reimbursement contract. Following the FHCF's final determination of the payout under the reimbursement contract, the ultimate net loss under this Contract will be recalculated. If, as a result of such calculation, the loss to the Reinsurer under any excess layer of this Contract in any one loss occurrence is less than the amount previously paid by the Reinsurer under that excess layer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer under any excess layer in any one loss occurrence is greater than the amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company. D. If an FHCF reimbursement amount is based on the Company's losses in more than one loss occurrence commencing during the term of this Contract, the total FHCF reimbursement received by the Company shall be allocated to individual loss occurrences in chronological order of the dates such loss occurrences commence, beginning with the first such loss occurrence commencing during the term of this Contract, provided that: (BENFIELD LOGO) Page 10 1. The portion of the total FHCF reimbursement amount to be allocated by the Company to any individual loss occurrence shall be equal to the lesser of: (a) the amount of FHCF reimbursement to which the Company would be entitled for that loss occurrence alone, or (b) the remaining FHCF reimbursement which has not been allocated by the Company to prior loss occurrences; and 2. The total amount allocated by the Company to all such loss occurrences shall be equal to the total FHCF reimbursement received by the Company for such loss occurrences. ARTICLE XIII - LATE PAYMENTS A. The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. B. In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (BRMA 23A) (hereinafter referred to as the "Intermediary") by the payment due date, the party to whom payment is due, may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows: 1. The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times 2. 1/365ths of the six-month United States Treasury Bill rate, as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made; times 3. The amount past due, including accrued interest. It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary. C. The establishment of the due date shall, for purposes of this Article, be determined as follows: 1. As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment. 2. Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 days, interest will accrue on the payment or amount overdue in accordance with paragraph B above, from the date the proof of loss or demand for payment in accordance with the Loss Notices and Settlements Article, was transmitted to the Reinsurer. (BENFIELD LOGO) Page 11 3. As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 above, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked. For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. D. Nothing herein shall be construed as limiting or prohibiting a Subscribing Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article. E. Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. ARTICLE XIV - OFFSET (BRMA 36D) The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums, claims and losses, loss expenses or salvages due from one party to the other under this Contract; provided, however, that in the event of the insolvency of a party hereto, offsets shall only be allowed in accordance with applicable statutes and regulations. ARTICLE XV - ACCESS TO RECORDS (BRMA 1D) The Reinsurer or its designated representatives shall have access at any reasonable time to all records of the Company which pertain in any way to this reinsurance. ARTICLE XVI - LIABILITY OF THE REINSURER A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all the general and specific stipulations, clauses, waivers and modifications of the Company's policies and any endorsements thereon. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract. (BENFIELD LOGO) Page 12 B. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract. ARTICLE XVII - NET RETAINED LINES (BRMA 32B) A. This Contract applies only to that portion of any policy which the Company retains net for its own account, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any policy which the Company retains net for its own account shall be included. B. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. ARTICLE XVIII - ERRORS AND OMISSIONS (BRMA 14F) Inadvertent delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided always that such error or omission is rectified as soon as possible after discovery. ARTICLE XIX - CURRENCY (BRMA 12A) A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. ARTICLE XX - TAXES (BRMA 50B) In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America or the District of Columbia. ARTICLE XXI - FEDERAL EXCISE TAX A. The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon as imposed under Section 4371 of (BENFIELD LOGO) Page 13 the Internal Revenue Code to the extent such premium is subject to the Federal Excise Tax. B. In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. ARTICLE XXII - FUNDING REQUIREMENTS A. The Reinsurer agrees to fund, within 30 days of the Company's request, subject to receipt of satisfactory information from the Company, its share of the Company's ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company) by: 1. Clean, irrevocable and unconditional letters of credit issued and confirmed, if confirmation is required by the insurance regulatory authorities involved, by a bank or banks meeting the NAIC Securities Valuation Office credit standards for issuers of letters of credit and acceptable to said insurance regulatory authorities; and/or 2. Escrow accounts for the benefit of the Company; and/or 3. Cash advances; if the Reinsurer is unauthorized in any state of the United States of America or the District of Columbia having jurisdiction over the Company and if, without such funding, a penalty would accrue to the Company on any financial statement, including but not limited to quarterly filings, it is required to file with the insurance regulatory authorities involved. The Reinsurer, at its sole option, may fund in other than cash if its method of funding is acceptable to the Company and to the insurance regulatory authorities involved. For the purpose of this Contract, the Lloyd's U.S. Credit for Reinsurance Trust Fund shall be considered an acceptable funding instrument. B. With regard to funding in whole or in part by letters of credit, it is agreed that each letter of credit will be in a form acceptable to insurance regulatory authorities involved, will be issued for a term of at least one year and will include an "evergreen clause," which automatically extends the term for at least one additional year at each expiration date unless written notice of non-renewal is given to the Company not less than 30 days prior to said expiration date or longer where required by insurance regulatory authorities. The Company and the Reinsurer further agree, notwithstanding anything to the contrary in this Contract, that said letters of credit may be drawn upon by the Company or its successors in interest at any time, without diminution because of the insolvency of the Company or the Reinsurer, but only for one or more of the following purposes: 1. To reimburse itself for the Reinsurer's share of losses and/or loss adjustment expense paid under the terms of policies reinsured hereunder, unless paid in cash by the Reinsurer; (BENFIELD LOGO) Page 14 2. To reimburse itself for the Reinsurer's share of any other amounts claimed to be due hereunder, unless paid in cash by the Reinsurer; 3. To fund a cash account in an amount equal to the Reinsurer's share of ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company) funded by means of a letter of credit which is under non-renewal notice, if said letter of credit has not been renewed or replaced by the Reinsurer 10 days prior to its expiration date; 4. To refund to the Reinsurer any sum in excess of the actual amount required to fund the Reinsurer's share of the Company's ceded outstanding loss and loss adjustment expense reserves (including incurred but not reported loss reserves for known loss occurrences established by the Company), if so requested by the Reinsurer. In the event the amount drawn by the Company on any letter of credit is in excess of the actual amount required for B(1) or B(3), or in the case of B(2), the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn. ARTICLE XXIII - INSOLVENCY A. In the event of the insolvency of one or more of the reinsured companies, this reinsurance shall be payable directly to the company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the company without diminution because of the insolvency of the company or because the liquidator, receiver, conservator or statutory successor of the company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the company shall give written notice to the Reinsurer of the pendency of a claim against the company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this (BENFIELD LOGO) Page 15 Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. ARTICLE XXIV - ARBITRATION A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held to appoint the third arbitrator. All arbitrators shall be active or retired officers of insurance or reinsurance companies, or Lloyd's London Underwriters, and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within 30 days of the appointment of the third arbitrator. D. The parties hereby waive all objections to the method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the parties. E. The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall interpret this Contract as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The arbitrators may award interest and costs. Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expenses of the third arbitrator and of the arbitration. F. The decision in writing of the majority of the arbitrators shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. The arbitration shall take place in Pinellas Park, Florida, unless otherwise mutually agreed between the Company and the Reinsurer. (BENFIELD LOGO) Page 16 G. This Article shall remain in full force and effect in the event any other provision of this Contract shall be found invalid or non-binding. H. All time limitations stated in this Article may be amended by mutual consent of the parties, and will be amended automatically to the extent made necessary by any circumstances beyond the control of the parties. ARTICLE XXV - SERVICE OF SUIT (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the parties obligations to arbitrate their disputes in accordance with the Arbitration Article.) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract. ARTICLE XXVI - AGENCY AGREEMENT If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract, and for purposes of remitting or receiving any monies due any party. ARTICLE XXVII - GOVERNING LAW This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Florida exclusive of the rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all the states shall apply. (BENFIELD LOGO) Page 17 ARTICLE XXVIII - CONFIDENTIALITY The Reinsurer, except with the express prior written consent of the Company, shall not directly or indirectly communicate, disclose or divulge to any unaffiliated third party any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Company's books, records and papers. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Reinsurer is required to make to its statutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Contract or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority. ARTICLE XXIX - SEVERABILITY If any provision of this Contract should be invalid under applicable laws, the latter shall control but only to the extent of the conflict without affecting the remaining provisions of this Contract. ARTICLE XXX - INTERMEDIARY (BRMA 23A) Benfield Inc. is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through Benfield Inc. Payments by the Company to the Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. IN WITNESS WHEREOF, the Company by its duly authorized representative has executed this Contract as of the date undermentioned at: Pinellas Park, Florida, this 21st day of July in the year 2006. /s/ T. Bruce Meyer ---------------------------------------- Liberty American Insurance Group, Inc. (for and on behalf of the "Company") T. BRUCE MEYER, PRES. & CEO (Print name and title) (BENFIELD LOGO) Page 18 SCHEDULE A FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT EFFECTIVE: JUNE 1, 2006 issued to Liberty American Insurance Company Pinellas Park, Florida Liberty American Select Insurance Company Pinellas Park, Florida and any and all other companies which are now or may hereafter become member companies of Liberty American Insurance Group, Inc.
FIRST SECOND THIRD EXCESS EXCESS EXCESS ----------- ----------- ------------ Company's Retention $17,500,000 $35,000,000 $ 60,000,000 Reinsurer's Per Occurrence Limit $17,500,000 $25,000,000 $ 60,000,000 Reinsurer's Term Limit $35,000,000 $50,000,000 $120,000,000 Minimum Premium $ 7,875,000 $ 7,875,000 $ 14,040,000 Adjustment Rate 0.05154% 0.05154% 0.09188% Deposit Premium $ 8,750,000 $ 8,750,000 $ 15,600,000 Quarterly Deposit Premium $ 2,187,500 $ 2,187,500 $ 3,900,000
The figures listed above for each excess layer shall apply to each Subscribing Reinsurer in the percentage share for that excess layer as expressed in its Interests and Liabilities Agreement attached hereto. (BENFIELD LOGO) Schedule A NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE (U.S.A.) 1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks. 2. Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to: I. Nuclear reactor power plants including all auxiliary property on the site, or II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or IV. Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission. 3. Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate (a) where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or (b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof. 4. Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against. 5. It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard. 6. The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof. 7. Reassured to be sole judge of what constitutes: (a) substantial quantities, and (b) the extent of installation, plant or site. Note.-Without in any way restricting the operation of paragraph (1) hereof, it is understood and agreed that (a) all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. (b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply. ELECTRONIC DATA ENDORSEMENT B 1. ELECTRONIC DATA EXCLUSION Notwithstanding any provision to the contrary within the Contract or any endorsement thereto, it is understood and agreed as follows:- a) This Contract does not insure loss, damage, destruction, distortion, erasure, corruption or alteration of ELECTRONIC DATA from any cause whatsoever (including but not limited to COMPUTER VIRUS) or loss of use, reduction in functionality, cost, expense of whatsoever nature resulting therefrom, regardless of any other cause or event contributing concurrently or in any other sequence to the loss. ELECTRONIC DATA means facts, concepts and information converted to a form useable for communications, interpretation or processing by electronic and electromechanical data processing or electronically controlled equipment and includes programs, software and other coded instructions for the processing and manipulation of data or the direction and manipulation of such equipment. COMPUTER VIRUS means a set of corrupting, harmful or otherwise unauthorized instructions or code including a set of maliciously introduced unauthorized instructions or code, programmatic or otherwise, that propagate themselves through a computer system or network of whatsoever nature. COMPUTER VIRUS includes but is not limited to "Trojan Horses," "worms" and "time or logic bombs." b) However, in the event that a peril listed below results from any of the matters described in paragraph a) above, this Contract, subject to all its terms, conditions and exclusions, will cover physical damage occurring during the Contract period to property insured by this Contract directly caused by such listed peril. Listed Perils Fire Explosion 2. ELECTRONIC DATA PROCESSING MEDIA VALUATION Notwithstanding any provision to the contrary within the Contract or any endorsement thereto, it is understood and agreed as follows:- Should electronic data processing media insured by this Contract suffer physical loss or damage insured by this Contract, then the basis of valuation shall be the cost of the blank media plus the costs of copying the ELECTRONIC DATA from back-up or from originals of a previous generation. These costs will not include research and engineering nor any costs of recreating, gathering or assembling such ELECTRONIC DATA. If the media is not repaired, replaced or restored the basis of valuation shall be the cost of the blank media. However this Contract does not insure any amount pertaining to the value of such ELECTRONIC DATA to the Assured or any other party, even if such ELECTRONIC DATA cannot be recreated, gathered or assembled. Swiss Re INTERESTS AND LIABILITIES AGREEMENT (hereinafter referred to as the "Agreement") to the FLORIDA ONLY EXCESS CATASTROPHE REINSURANCE CONTRACT Effective: June 1, 2006 between LIBERTY AMERICAN INSURANCE COMPANY Pinellas Park, Florida LIBERTY AMERICAN SELECT INSURANCE COMPANY Pinellas Park, Florida and any and all other companies which are not or may be hereafter become member companies of LIBERTY AMERICAN INSURANCE GROUP, INC. (hereinafter collectively referred to as the "Company") and SWISS REINSURANCE AMERICA CORPORATION Armonk, New York (hereinafter referred to as the "Subscribing Reinsurer") I. It is hereby agreed that the Subscribing Reinsurer shall have the following shares in the interests and liabilities of all reinsurers participating in Schedule A of the attached Florida Only Excess Catastrophe Reinsurance Contract effective from 12:01 a.m., Local Standard Time, June 1, 2006.
Coverage Parts Accounting Code No. Share - -------------- ------------------- ----- First Excess of Loss POR452736 7.50% Second Excess of Loss POR452738 7.50% Third Excess of Loss POR452739 7.50%
The share of the Subscribing Reinsurer in the interests and liabilities of all reinsurers participating in said Agreement shall be separate and apart from the shares of such other reinsurers to the said Agreement. The interests and liabilities of the Subscribing Reinsurer shall not be joint with those of the other reinsurers and in no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other reinsurers participating in said Agreement. 1. Swiss Re II. It is further agreed that the following shall apply to the Subscribing Reinsurer's share in the interests and liabilities of all the reinsurers participating in the Florida Only Excess Catastrophe Reinsurance Contract: 1. As respects Article VII - Reinsurance Premium, it is agreed that the following Paragraph is added to as follows: As respects all premium transactions: 1. All statements shall be sent to the Reinsurer at: a. E-Mail/XML or EDI Formats: reaccount_armonk@swissre.com, or b. Standard Mail: Swiss Reinsurance America Corporation Accounting Department 175 King Street Armonk, NY 10504 Telephone: 914-828-8000 Facsimile: 914-828-5919 2. All checks and supporting documentation shall be sent to the Reinsurer through one of the options set forth below: a. WIRE TRANSFER (i) All wires should be sent to: The Bank of New York 1 Wall Street New York, NY 10286 Account Name: Swiss Reinsurance America Corporation Account Number: 8900489197 ABA Number: 021000018 (SWIFT: IRVTUS3N) SWIFT: IRVTUS3N (ii) All supporting documentation should be sent to: Swiss Reinsurance America Corporation Accounting Department 175 King Street Armonk, NY 10504 2. b. LOCK BOX Both checks and supporting documentation shall be sent to: Swiss Reinsurance America Corporation P.O. Box 7247-7281 Philadelphia, PA 19170-7281 2. As respects Article VIII - Definitions, it is agreed that the following Paragraph D is added to as follows: D. The term "Declaratory Judgments" shall mean all legal expenses, incurred in the representation of the Company in litigation brought to determine the Company's defense and/or indemnification obligations, that are allocable to any specific claim or loss applicable to Policies subject to this Agreement. In addition, the Company shall promptly notify the Reinsurer of any Declaratory Judgments subject to this Agreement. 3. Article XXX - Intermediary (BRMA 23A) as set forth in the attached Florida Only Excess Catastrophe Reinsurance Contract is deleted and replaced with Article XXX - Servicing. ARTICLE XXX - SERVICING Benfield Inc. is the Servicing Agent providing services for the Company in connection with this Agreement. There is no Intermediary of record for this Agreement. These services shall include but not be limited to notices, statements, premium, return premium, taxes, losses, Loss Adjustment Expenses, salvages and loss settlements. However, such services shall in no way be construed as providing Benfield Inc. with the authority to negotiate or otherwise act on behalf of the Reinsurer. 3. Swiss Re IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in duplicate, by their duly authorized representatives as of the following dates: In BALA CYNWYD, PA, this 28th day of February, 2007. ATTEST: LIBERTY AMERICAN INSURANCE COMPANY LIBERTY AMERICAN SELECT INSURANCE COMPANY /s/ William A. McKenna /s/ James J. Maguire Jr. - ------------------------------------- ---------------------------------------- WILLIAM A. MCKENNA JAMES J. MAGUIRE, JR. Name Name AVP - REINSURANCE CHAIRMAN OF THE BOARD & EXECUTIVE VP Title Title And in Armonk, New York, this 13th day of February, 2007. ATTEST: SWISS REINSURANCE AMERICA CORPORATION /s/ Peter Thomson /s/ Matt Weber - ------------------------------------- ---------------------------------------- PETER THOMSON MATT WEBER Name Name Vice President Senior Vice President Member of Management Member of Senior Management Title Title 4.
EX-10.2 3 w34363exv10w2.txt CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT EXHIBIT 10.2 PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT TABLE OF CONTENTS
ARTICLE PAGE - ------- ---- I BUSINESS COVERED 1 II TERM 1 III SPECIAL TERMINATION 2 IV DEFINITIONS 3 Ultimate Net Loss 3 Extended Reporting Period Coverage 4 Gross Net Earned Premium Income 4 Insured 4 Loss Occurrence 4 Policy or Policies 5 V LOSS IN EXCESS OF POLICY LIMITS 5 VI EXTRA CONTRACTUAL OBLIGATIONS 5 VII TERRITORY (BRMA 51A) 6 VIII EXCLUSIONS 6 IX ADDITIONAL PROVISIONS 8 X AMOUNT OF COVERAGE AND RETENTION 8 XI REINSURANCE PREMIUM 9 XII NOTICE OF LOSS AND LOSS SETTLEMENTS 9 XIII AGENCY AGREEMENT (WAGE1) 10 XIV SALVAGE AND SUBROGATION (WSAL1) 10 XV ERRORS AND OMISSIONS (BRMA 14C) 10 XVI OFFSET 10 XVII CURRENCY (BRMA 12A) 11 XVIII TAXES (BRMA 50C) 11 XIX FEDERAL EXCISE TAX (BRMA 17A) 11 XX UNAUTHORIZED REINSURANCE (BRMA 55A) 11 XXI NET RETAINED LINES 13 XXII THIRD PARTY RIGHTS (BRMA 52C) 13 XXIII SEVERABILITY (WSEV1) 14 XXIV GOVERNING LAW (BRMA 71A) 14 XXV ACCESS TO RECORDS 14 XXVI INSOLVENCY 14 XXVII ARBITRATION 15 XXVIII CONFIDENTIALITY 16
XXIX SERVICE OF SUIT (WSOS4) 16 XXX TERRORISM RISK INSURANCE ACT OF 2002 18 XXXI MODE OF EXECUTION (WMOE1) 18 XXXII INTERMEDIARY (WINT8) 18 Schedule A Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A. Nuclear Incident Exclusion Clause - Liability - Reinsurance - Canada Terrorism Exclusion Endorsement (Reinsurance) War Exclusion (WEXC212)
CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") between PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") and THE SUBSCRIBING REINSURER EXECUTING THE INTERESTS AND LIABILITIES AGREEMENT ATTACHED TO THIS CONTRACT (the "Reinsurer") ARTICLE I BUSINESS COVERED A. By this Contract the Reinsurer agrees to reinsure the net excess liability of the Company under its Policies in force at the effective time and date hereof or issued or renewed after that time and date by or on behalf of the Company and classified by the Company as Casualty, Liability and Fidelity, which is defined as insurance which is classified in the NAIC Annual Statement as commercial multiple peril (liability portion coverages), other liability - occurrence and claims made, commercial auto liability and fidelity lines of business. The business covered under this Article includes business written by the Company's Commercial and Specialty Lines Divisions. It is understood and agreed that, as respects Policies on a claims-made or losses-discovered basis, any Extended Reporting Period Coverage provided thereunder shall be reinsured hereunder, provided the date of loss is during the term of this Contract. B. Furthermore, it is agreed that the Company may add other Casualty, Liability or Fidelity product lines of business to the scope of this Contract with prior written approval of the Reinsurer. ARTICLE II TERM A. This Contract shall become effective at 12:01 a.m., Eastern Standard Time, January 1, 2007 as respects losses occurring at or after that time and date, and shall continue in effect until 12:01 a.m., Eastern Standard Time, January 1, 2008. Page 1 B. The Reinsurer shall cease to be liable for Loss Occurrences after the time and date of expiration of this Contract but shall remain liable for Ultimate Net Loss incurred by the Company with respect to Loss Occurrences under the Company's Policies with the date of loss prior to the termination date of this Contract. C. The Company shall have the option to elect run-off coverage for Policies in force at the expiration of this Contract. If the Company chooses to run off liability, the Company will notify the Reinsurer prior to January 31, 2008. If run-off of liability is chosen, the Reinsurer shall continue to be liable for Ultimate Net Loss incurred by the Company under all Policies in force at the time and date of expiration until each Policy's next anniversary, renewal or expiration, but in no event shall the Reinsurer's liability continue for more than 12 months after the expiration date plus odd time, not to exceed a total of 18 months. The premium for the run-off coverage shall be the expiring rate from the attached Schedule A applied to the unearned subject premium for the Policies in force as of December 31, 2007. ARTICLE III SPECIAL TERMINATION A. The Company may terminate this Contract at any time by the giving of 10 days' notice in writing to the Reinsurer upon the happening of any one of the following circumstances: 1. A State Insurance Department or other legal authority orders the Reinsurer to cease writing business; or 2. The Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy or other agent known by whatever name, to take possession of its assets or control of its operations; or 3. The Reinsurer's policyholders' surplus has been reduced by whichever is greater, either 25% of the amount of surplus at the inception of this Contract or 25% of the amount at the latest anniversary, or has lost any part of or has reduced its paid in capital; or 4. The Reinsurer has become merged with, acquired or controlled by any company, corporation or individual(s) not controlling the party's operations at the inception of this Contract; however, this subparagraph A4 shall not apply where the acquiring or surviving company, corporation, or individuals have a Standard & Poor's Insurer Financial Strength Rating equal to or higher than an "A-" and/or an A.M. Best's rating equal to or higher than an "A-" following such change in acquisition, merger or control; or 5. The Reinsurer has reinsured its entire liability under this Contract without the terminating party's prior written consent; or 6. The Reinsurer ceases writing new or renewal business; or Page 2 7. The Reinsurer has been assigned an A.M. Best's rating of less than "A-" or a Standard & Poor's Insurer Financial Strength Rating of less than "A-". B. Notwithstanding any other termination provision of this Contract, if this Contract is terminated under the provisions of this Article, the Company shall have the right to terminate liability for losses occurring subsequent to termination of this Contract. In such event, the Reinsurer shall return the unearned portion, if any, less any commission allowed thereon, of premiums paid hereunder and the minimum premium provisions, if any, shall be waived. C. Additionally, the Company, at its sole discretion, may elect to commute the Reinsurer's liabilities for loss and loss adjustment expenses, whether known and unknown, on Policies covered under this Contract. In the event the Company and the Reinsurer cannot agree on the capitalized value of the Reinsurer's liabilities on the Policies covered under this Contract, the two parties shall mutually appoint an actuary to resolve the matter of valuation. If the two parties cannot agree on the appointment of an actuary, a selection process based on the ARBITRATION ARTICLE will be employed. Payment by the Reinsurer of the amount ascertained will constitute full and final release of the Reinsurer's liabilities hereunder. ARTICLE IV DEFINITIONS A. Ultimate Net Loss "Ultimate Net Loss," as used in this Contract, shall mean the actual loss paid by the Company or for which the Company becomes liable to pay, such loss shall include 100% of any Loss in Excess of Policy Limits as defined in the LOSS IN EXCESS OF POLICY LIMITS ARTICLE, 100% of any Extra Contractual Obligations as defined in the EXTRA CONTRACTUAL OBLIGATIONS ARTICLE, ex-gratia payments subject to prior approval, expenses of litigation and interest, claim-specific declaratory judgment expenses, and all other loss expense of the Company including subrogation, salvage, and recovery expenses (office expenses and salaries of officials and employees not classified as loss adjusters are not chargeable as expenses for purposes of this paragraph), but salvages and all recoveries, including recoveries under all reinsurances, which inure to the benefit of this Contract (whether recovered or not), shall be first deducted from such loss to arrive at the amount of liability attaching hereunder. The phrase "ex-gratia payments" shall mean payments made as an accommodation by the Company in settlement of a claim for which no coverage exists under the Policy reinsured hereunder, subject to the prior approval of the Reinsurer. The phrase "claim-specific declaratory judgment expenses," as used in this Contract will mean all expenses incurred by the Company in connection with declaratory judgment actions brought to determine the Company's defense and/or indemnification obligations that are allocable to specific Policies and claims subject to this Contract. Declaratory Page 3 judgment expenses will be deemed to have been incurred by the Company on the date of the original loss (if any) giving rise to the declaratory judgment action. All salvages, recoveries or payments recovered or received subsequent to loss settlements hereunder shall be applied as if recovered or received prior to the aforesaid settlement, and all necessary adjustments shall be made by the parties hereto. For purposes of this definition, the phrase "becomes liable to pay" shall mean the existence of a judgment, which the Company does not intend to appeal, or a release has been obtained by the Company, or the Company has accepted a proof of loss. Nothing in this clause shall be construed to mean that losses are not recoverable hereunder until the Company's Ultimate Net Loss has been ascertained. B. Extended Reporting Period Coverage "Extended Reporting Period Coverage" as used herein shall mean coverage for claims made after termination or expiration of the Company's Policy on losses that would have been covered under the terminated or expired Policy had the claims been made during the term of that Policy. All claims made against or reported to the Company during an extended reporting period shall be deemed to have been made against or reported to the Company on the last full day of the Policy period to which the extended reporting period applies. For purposes of this Contract, the date of loss for any claim coming within Extended Reporting Period Coverage, whether such coverage is automatically extended under the Policy or whether a specific endorsement is issued, will be the termination or expiration date of the Policy. C. Gross Net Earned Premium Income "Gross Net Earned Premium Income," as used in this Contract, shall mean gross earned premium income during the term of this Contract on business the subject of this Contract less earned premium income paid for reinsurances, recoveries under which would inure to the benefit of this Contract. D. Insured "Insured," as used in this Contract, shall have the same meaning as this term or similar term in the Company's Policies. However, in the event of any ambiguity or dispute relating to this term, the Company shall be the sole judge of what constitutes one Insured. E. Loss Occurrence "Loss Occurrence," as used in this Contract, shall have the same meaning as this term or similar term (e.g., loss, claims-made, losses discovered, wrongful act, error, omission) in the Company's Policies. However, in the event of any ambiguity or dispute relating to this term, the Company shall be the sole judge of what constitutes one Loss Occurrence. Page 4 F. Policy or Policies "Policy" or "Policies," as used in this Contract, shall mean any binder, policy, or contract of insurance or reinsurance issued, accepted or held covered provisionally or otherwise, including any extended reporting periods, by or on behalf of the Company. ARTICLE V LOSS IN EXCESS OF POLICY LIMITS A. This Contract shall protect the Company, within the limits hereof, in connection with the Ultimate Net Loss in excess of the limit of its original Policy, such loss in excess of the limit having been incurred because of failure by it to settle within the Policy limit or by reason of alleged or actual negligence, criminal act or fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action. B. For the purpose of this Article, the word "loss" shall mean any amounts for which the Company would have been contractually liable to pay had it not been for the limit of the original Policy. However, this Article shall not apply where the loss has been incurred due to fraud by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder. ARTICLE VI EXTRA CONTRACTUAL OBLIGATIONS A. This Contract shall protect the Company within the limits hereof, where the Ultimate Net Loss includes any Extra Contractual Obligations. The term "Extra Contractual Obligations" is defined as those liabilities not covered under any other provision of this Contract and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, criminal act or fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action. B. The date on which any Extra Contractual Obligation is incurred by the Company shall be deemed, in all circumstances, to be the date of the original disaster and/or casualty. C. However, this Article shall not apply where the loss has been incurred due to fraud by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder. Page 5 ARTICLE VII TERRITORY (BRMA 51A) The territorial limits of this Contract shall be identical with those of the Company's Policies. ARTICLE VIII EXCLUSIONS This Contract does not cover and specifically excludes: A. Policies with per claim or per occurrence limits of $1,000,000 and less. When the Company writes a primary Policy and an umbrella Policy for the same Insured, and the sum of the per claim or per occurrence limits of the two Policies is greater than $1,000,000, this exclusion shall not apply to either Policy. B. Pools, Associations or Syndicates, except losses from Assigned Risk Plans or similar plans, are not excluded. C. Nuclear Incident pursuant to the "Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A." attached hereto. D. Nuclear Incident pursuant to the "Nuclear Incident Exclusion Clause - Liability - Reinsurance - Canada" attached hereto. E. Liability of the Company arising by contract, operation of law or otherwise from its participation or membership, whether voluntary or involuntary, in any insolvency fund. "Insolvency fund" includes any guarantee fund, insolvency fund, plan, pool, association, fund or other arrangement, howsoever denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer or its successors or assigns which has been declared by any competent authority to be insolvent or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. F. Financial Guarantee or Insolvency, when written as such. However, the liability of the Company under any bond covering losses due to negligence of any person or failure of any person to faithfully perform his duty or failure to account for and pay over money or other property in his custody shall not be considered Financial Guarantee or Insolvency. Notwithstanding the foregoing, no claim is to attach hereto in respect of any loss or losses arising as a result of: 1. The insolvency of any financial institution at which trust moneys are deposited or insolvency of any person, firm or company, or Page 6 2. The fall in the market value of investments unless such loss is the direct result of a) a dishonest, fraudulent, criminal or negligent act on the part of the bonded person or b) a dishonest, fraudulent or criminal act on the part of any other person or persons or c) unless such loss is solely created by a physical damage loss to property other than where such physical damage loss could have been recovered from a third party but for the insolvency of such third party. The above shall not apply as respects claims made under the Company's Specialty Lines Division Policies. G. Pollution liability to the extent excluded in the Company's original Policies. However, this exclusion shall not apply: 1. When a judicial entity having legal jurisdiction invalidates the Company's Pollution exclusion, thereby obligating the Company for liability when such liability for Pollution was intended to be excluded by the Company's exclusion. 2. In respect of any Policy written in a state whose insurance regulatory authorities have prohibited the Company from including a Pollution liability exclusion in its Policies. H. Business classified by the Company as Primary Rental Liability and Supplemental Liability. I. Liability assumed by the Company under any form of treaty reinsurance; however, group intra-company reinsurance (if applicable), local agency reinsurance accepted in the normal course of business and/or Policies written by another carrier at the Company's request and reinsured 100% by the Company, as well as Policies written for the captive of the Company's Insured, will not be excluded hereunder. J. Terrorism pursuant to the "Terrorism Exclusion Endorsement (Reinsurance)" attached hereto. K. Loss or liability excluded under the provisions of the "War Exclusion" attached hereto. L. Any losses arising out of the manufacturing of tobacco or tobacco products, when written as such. M. Any losses arising out of the manufacturing of latex gloves or latex products, when written as such. N. Business classified by the Company as Nursing Home General Liability or Umbrella Liability. O. Business classified as Unsupported Umbrella or Program Umbrella, with an effective date of January 1, 2007 or later. Should any judicial or regulatory entity having jurisdiction invalidate any exclusion in the Company's Policy that is also the subject of one or more of the exclusions herein (with exception to exclusions A, B, C, D, E, F, I, J and K as set forth above), then a loss for which the Company is liable because of such invalidation shall not be excluded hereunder. Page 7 If the Company becomes bound on a risk specifically excluded in this Contract and if notice of such is given by the Company to the Reinsurer within 30 days of the discovery by an underwriting or a corporate officer of the Company, such reinsurance as would have been afforded for the risk by this Contract if the risk had not been excluded shall nevertheless apply: (a) to such risk with respect to occurrences taking place prior to the 31st day after the discovery by an underwriting or a corporate officer of the Company of the existence of the hazard which makes the exclusion applicable; or (b) until the Company is legally able to eliminate its liability under the policy. In case, within such 30 day period, the Company shall have forwarded to the Reinsurer complete underwriting information and shall have received from the Reinsurer written notice of its approval of the risk, the reinsurance shall apply with respect to such risk for the policy period reported in the same manner as if such risk were not so excluded, subject, however, to the terms of such notice of approval. ARTICLE IX ADDITIONAL PROVISIONS A. The Company will include, as part of their original Policies, a Mold exclusion for business classified as Architects and Engineers, Property Managers and Real Estate, as determined by the Company. However, this provision will not apply wherever the Company's exclusion has not been filed and approved. B. Any Policies classified by the Company as Public Directors and Officers Liability insurance, with the exception of Public Directors and Officers Liability insurance in force at the inception of this Contract, shall be submitted to the Reinsurer for acceptance into the Contract. C. Business classified by the Company as Specialty Lines Excess shall be limited to a maximum of 1.0% of the total Gross Net Earned Premium Income subject to this Contract. Any Policies that are specially accepted in accordance with paragraph B, above, shall not be subject to this condition. D. Business classified by the Company as First Party Cyber-Liability, when written as such and in conjunction with Miscellaneous Professional Liability Policies, shall be subject to a sub-limit in the Company's original Policies of $3,000,000 or so deemed. ARTICLE X AMOUNT OF COVERAGE AND RETENTION A. With respect to all business covered other than as in paragraph B below, the Reinsurer will be liable for $10,000,000 of Ultimate Net Loss in respect of each Loss Occurrence, each Insured, in excess of the Company's retention of $1,000,000 Ultimate Net Loss, each Loss Occurrence, each Insured. Page 8 B. When the Company writes an umbrella Policy, the Reinsurer will be liable for $9,000,000 of Ultimate Net Loss in respect of each Loss Occurrence, each Insured, in excess of the Company's retention of $2,000,000 Ultimate Net Loss, each Loss Occurrence, each Insured, where the Ultimate Net Loss is inclusive of any primary Policy written by the Company. C. When the Company writes an amateur sports Umbrella or Excess Liability Policy through American Specialty Insurance & Risk Services, Inc., the Reinsurer will be liable for $5,000,000 of Ultimate Net Loss in respect of each Loss Occurrence, each Insured, in excess of the Company's retention of $6,000,000 Ultimate Net Loss, each Loss Occurrence, each Insured, where the Ultimate Net Loss is inclusive of any primary Policy written by the Company. ARTICLE XI REINSURANCE PREMIUM A. The premium to be paid by the Company to the Reinsurer for reinsurance provided by this Contract shall be calculated by applying the appropriate rate from the attached Schedule A to the Gross Net Earned Premium Income reported by the Company in its NAIC Annual Statement during the term of this Contract on all business the subject matter hereof, subject to a minimum premium of $58,800,000. B. The Company shall pay to the Reinsurer an annual deposit premium of $73,500,000 payable in quarterly installments of $18,375,000 due April 1; July 1; and October 1, 2007; and January 1, 2008. C. Within 90 days following the expiration of this Contract, the Company shall render to the Reinsurer a statement of premium due in accordance with the first paragraph of this Article. An adjustment of premium shall thereupon be made in accordance with the statement submitted by the Company. ARTICLE XII NOTICE OF LOSS AND LOSS SETTLEMENTS A. The Company will advise the Reinsurer promptly of all claims which in the opinion of the Company may involve the Reinsurer and of all subsequent developments on these claims which may materially affect the position of the Reinsurer, such advices to include any claim for which the amount incurred is 50% or more of the Company's retention. B. The Reinsurer agrees to abide by the loss settlements of the Company provided that retroactive extension of Policy terms or coverages made voluntarily by the Company and not in response to court decisions (whether such court decision is against the Company or other companies affording the same or similar coverages) will not be covered under this Contract. Page 9 C. When so requested, the Company will afford the Reinsurer an opportunity to be associated with the Company, at the expense of the Reinsurer, in the defense of any claim or suit or proceeding involving this reinsurance, and the Company will cooperate in every respect in the defense of such claim, suit or proceeding. D. The Reinsurer will pay its share of loss settlements within 15 days upon receipt and verification of proof of loss from the Company. ARTICLE XIII AGENCY AGREEMENT (WAGE1) If more than one reinsured company is named as a party to this Contract, the first named company will be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract and for purposes of remitting or receiving any monies due any party. ARTICLE XIV SALVAGE AND SUBROGATION (WSAL1) The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company, less loss adjustment expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage and subrogation recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights. ARTICLE XV ERRORS AND OMISSIONS (BRMA 14C) Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery. ARTICLE XVI OFFSET The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums, claims and losses, loss expenses or salvages due from one party to the other under this Contract; provided, however, that in the event of the insolvency of a party hereto, offsets shall only be allowed in accordance with applicable statutes and regulations. Page 10 ARTICLE XVII CURRENCY (BRMA 12A) A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. ARTICLE XVIII TAXES (BRMA 50C) In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada. ARTICLE XIX FEDERAL EXCISE TAX (BRMA 17A) (Applicable to those Reinsurers, excepting Underwriters at Lloyd's London and other Reinsurers exempt from Federal Excise Tax, who are domiciled outside the United States of America.) A. The Reinsurer has agreed to allow, for the purpose of paying the Federal Excise Tax, the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. B. In the event of any return of premium becoming due hereunder, the Reinsurer will deduct the applicable percentage from the return premium payable hereon, and the Company or its agent should take steps to recover the tax from the United States Government. ARTICLE XX UNAUTHORIZED REINSURANCE (BRMA 55A) (Applies only to a Reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company's reserves.) A. As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses covered hereunder which it shall be required by Page 11 law to set up, it will forward to the Reinsurer a statement showing the proportion of such reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the Reinsurer and allocated loss adjustment expense relating thereto, losses and allocated loss adjustment expense paid by the Company but not recovered from the Reinsurer, plus reserves for losses incurred but not reported, as shown in the statement prepared by the Company (hereinafter referred to as "Reinsurer's Obligations") by funds withheld, cash advances or a Letter of Credit. The Reinsurer shall have the option of determining the method of funding provided it is acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves. B. When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the Reinsurer's proportion of said reserves. Such Letter of Credit shall be issued for a period of not less than one year and shall be automatically extended for one year from its date of expiration or any future expiration date unless 30 days (60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period. C. The Reinsurer and Company agree that the Letters of Credit provided by the Reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement: 1. to reimburse the Company for the Reinsurer's Obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid; 2. to make refund of any sum which is in excess of the actual amount required to pay the Reinsurer's Obligations under this Contract; 3. to fund an account with the Company for the Reinsurer's Obligations. Such cash deposit shall be held in an interest bearing account separate from the Company's other assets, and interest thereon not in excess of the prime rate shall accrue to the benefit of the Reinsurer; 4. to pay the Reinsurer's share of any other amounts the Company claims are due under this Contract. In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for 1 or 3 or, in the case of 4, the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn. All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the Reinsurer. Page 12 D. The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. E. At annual intervals or more frequently as agreed, but never more frequently than quarterly, the Company shall prepare a specific statement of the Reinsurer's Obligations, for the sole purpose of amending the Letter of Credit, in the following manner: 1. If the statement shows that the Reinsurer's Obligations exceed the balance of credit as of the statement date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. 2. If, however, the statement shows that the Reinsurer's Obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the Reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. ARTICLE XXI NET RETAINED LINES A. This Contract applies only to that portion of any insurances or reinsurances covered by this Contract, which the Company retains net for its own account and, in calculating the amount of any loss hereunder and also in computing the amount in excess of which this Contract attaches, only loss or losses in respect of that portion of any insurances or reinsurances which the Company retains net for its own account shall be included. B. The Company reserves the right to maintain reinsurance agreement(s) in respect of its net retention under this Contract, and recoveries under said reinsurance(s) shall be entirely disregarded in determining the Ultimate Net Loss hereunder. C. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurers, whether specific or general, any amounts which may have become due from them whether such inability arises from the insolvency of such other reinsurers or otherwise. ARTICLE XXII THIRD PARTY RIGHTS (BRMA 52C) This Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE. Page 13 ARTICLE XXIII SEVERABILITY (WSEV1) If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction. ARTICLE XXIV GOVERNING LAW (BRMA 71A) This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Pennsylvania, exclusive of the rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance, in which case the applicable rules of all states shall apply. ARTICLE XXV ACCESS TO RECORDS The Company shall place at the disposal of the Reinsurer at all reasonable times, and the Reinsurer shall have the right to inspect through its designated representatives, all books, records and papers of the Company in connection with any reinsurance hereunder or claims in connection herewith. Rights of access to records shall survive the termination or expiration of this Contract. ARTICLE XXVI INSOLVENCY A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer, within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of Page 14 conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of "Company" under this Contract, this Article shall apply only to the insolvent company or companies. ARTICLE XXVII ARBITRATION A. As a condition precedent to any right of action hereunder, any irreconcilable dispute between the parties to this Contract will be submitted for decision to a board of arbitration composed of two arbitrators and an umpire meeting in Bala Cynwyd, Pennsylvania. B. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to the other within a reasonable time after the dispute has arisen. C. The members of the board of arbitration shall be active or former, disinterested officials of insurance or reinsurance companies or Underwriters at Lloyd's, London, not under the control or management of either party to this Contract. Each party shall appoint its arbitrator, and the two arbitrators shall choose an umpire before instituting the hearing. If the respondent fails to appoint its arbitrator within 4 weeks after being requested to do so by the claimant, the latter shall also appoint the second arbitrator. D. If the two arbitrators are unable to agree upon the umpire within 30 days of their appointment, the umpire shall be selected by a judge of any court of competent jurisdiction. E. The claimant shall submit its initial brief within 45 days from appointment of the umpire. The respondent shall submit its brief within 45 days thereafter, and the claimant may submit a reply brief within 30 days after filing of the respondent's brief. F. The board shall make its decision with regard to the custom and usage of the insurance and reinsurance business. The board shall issue its decision in writing based upon a hearing in Page 15 which evidence may be introduced without following strict rules of evidence but in which cross-examination and rebuttal shall be allowed. The board shall make its decision within 60 days following the termination of the hearings unless the parties consent to an extension. The majority decision of the board shall be final and binding upon all parties to the proceeding. Judgment may be entered upon the award of the board in any court having jurisdiction. G. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this clause, and communications shall be made by the Company to each of the reinsurers constituting the one party provided, however, that nothing therein shall impair the rights of such reinsurers to assert several rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Contract from several to joint. H. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the umpire. The remaining costs of the arbitration proceedings shall be allocated by the board. ARTICLE XXVIII CONFIDENTIALITY The Reinsurer, except with the express prior written consent of the Company, shall not directly or indirectly communicate, disclose or divulge to any third party, any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Company's books, records and papers. The restrictions, as outlined in this Article, shall not apply to communication or disclosures that the Reinsurer is required to make to its statutory auditors, parent company, retrocessionaires, potential retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Contract or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority. ARTICLE XXIX SERVICE OF SUIT (WSOS4) (This Article is applicable if the subscribing reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.) A. In the event of the failure of the subscribing reinsurer to pay any amount claimed to be due hereunder, the subscribing reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the subscribing reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of Page 16 a case to another court as permitted by the laws of the United States or of any state in the United States. The subscribing reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by subscribing reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against it upon this Contract, shall abide by the final decision of such court or of any appellate court in the event of an appeal. B. Service of process in such suit may be made upon the agent for the service of process ("agent") named below, depending on the jurisdiction where the Company chooses to bring suit: 1. If the suit is brought in the State of California, the law firm of Mendes and Mount, 445 South Figueroa, 38th Floor, Los Angeles, California 90071 shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; 2. If the suit is brought in the State of New York, the law firm of Mendes and Mount, 750 Seventh Avenue, New York, New York 10019 shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; 3. If the suit is brought in any state other than California or New York, either of the agents described in subparagraphs 1 or 2 above shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; or 4. If the subscribing reinsurer has designated an agent in the subscribing reinsurer's Interests and Liabilities Agreement attached hereto, then that agent shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any suit. However, if an agent is designated in the subscribing reinsurer's Interests and Liabilities Agreement and the agent is not located in California as respects a suit brought in California or New York as respects a suit brought in New York, in keeping with the laws of the states of California and New York which require that service be made on an agent located in the respective state if a suit is brought in that state, the applicable office of Mendes and Mount stipulated in subparagraphs 1 and 2 above must be used for service of suit unless the provisions of paragraph C of this Article apply. C. Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the subscribing reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. Page 17 ARTICLE XXX TERRORISM RISK INSURANCE ACT OF 2002 A. Any financial assistance the Company receives under the Terrorism Risk Insurance Act of 2002, including the Terrorism Risk Insurance Extension Act of 2005, and any other extensions or amendments thereto ("TRIA") shall apply as follows: 1. Except as provided in subparagraph 2 below, any such financial assistance shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Contract. 2. If losses occurring hereunder result in recoveries made by the Company both under this Contract and under TRIA, and such recoveries, together with any other reinsurance recoveries made by the Company applicable to said losses, exceed the amount permitted by TRIA, any amount in excess thereof shall reduce the Ultimate Net Loss subject to this Contract for the losses to which the TRIA financial assistance applies. B. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company has received financial assistance under TRIA. ARTICLE XXXI MODE OF EXECUTION (WMOE1) This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original. ARTICLE XXXII INTERMEDIARY (WINT8) Willis Re Inc., 1835 Market Street, Suite 2700, Philadelphia, Pennsylvania 19103, is hereby recognized as the intermediary negotiating this Contract and through whom all communications relating thereto shall be transmitted to the Company or the Reinsurer. However, all communications concerning accounts, claim information, funds and inquiries related thereto shall be transmitted to the Company or the Reinsurer through Willis Re Inc., 5420 Millstream Road, Suite 200, P.O. Box 3000, McLeansville, North Carolina, 27301-3000. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. Page 18 IN WITNESS WHEREOF, the Company by its duly authorized representative has executed this Contract as of the date specified below: Signed this 24th of JANUARY, 2007. PHILADELPHIA INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY By /s/ Christopher J. Maguire ------------------------------------- EXECUTIVE VP & CUO Page 19 SCHEDULE A
ADJUSTABLE PRODUCT LINE % RATE - ------------ ---------- AUTO LIABILITY 0.500% GENERAL LIABILITY 0.500% UMBRELLA 31.000% EXCESS AUTO 0.500% Amateur Sports through American Specialty Insurance & Risk Services Inc. 70.000% SPECIALTY LINES Accountants E&O 17.360% Consultant's Liability 17.360% Lawyers E&O 17.360% Other E&O 17.360% Professional Excess Liability 17.360% Private Company Protection Plus 17.360% Corporate D&O 17.360% Non-Profit and Flexi Plus 5 D&O Liability 17.360% Employment Related Practice 17.360%
Schedule A NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A. (1) This reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association. (2) Without in any way restricting the operation of paragraph (1) of this Clause it is understood and agreed that for all purposes of this reinsurance all the original policies of the Reassured (new, renewal and replacement) of the classes specified in Clause II of this paragraph (2) from the time specified in Clause III in this paragraph (2) shall be deemed to include the following provision (specified as the Limited Exclusion Provision): LIMITED EXCLUSION PROVISION.* I. It is agreed that the policy does not apply under any liability coverage, to (injury, sickness, disease, death or destruction, (bodily injury or property damage with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability. II. Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only), Farmers Comprehensive Personal Liability Policies (liability only), Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies. III. The inception dates and thereafter of all original policies as described in II above, whether new, renewal or replacement, being policies which either (a) become effective on or after 1st May, 1960, or (b) become effective before that date and contain the Limited Exclusion Provision set out above; provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or policies or combination policies of a similar nature, issued by the Reassured on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof. (3) Except for those classes of policies specified in Clause II of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this reinsurance the original liability policies of the Reassured (new, renewal and replacement) affording the following coverages: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability) shall be deemed to include, with respect to such coverages, from the time specified in Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion Provision): BROAD EXCLUSION PROVISION.* It is agreed that the policy does not apply: I. Under any Liability Coverage, to (injury, sickness, disease, death or destruction (bodily injury or property damage (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to (immediate medical or surgical relief, (first aid, to expenses incurred with respect to (bodily injury, sickness, disease or death (bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Page 1 of 2 III. Under any Liability Coverage to (injury, sickness, disease, death or destruction (bodily injury or property damage resulting from the hazardous properties of nuclear material, if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the (injury, sickness, disease, death or destruction (bodily injury or property damages arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories, or possessions or Canada, this exclusion (c) applies only to (injury to or destruction of property at such nuclear facility (property damage to such nuclear facility and any property thereat. IV. As used in this endorsement: "HAZARDOUS PROPERTIES" include radioactive, toxic or explosive properties; "NUCLEAR MATERIAL" means source material, special nuclear material or byproduct material; "SOURCE MATERIAL," "SPECIAL NUCLEAR MATERIAL," and "BYPRODUCT MATERIAL" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "SPENT FUEL" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "WASTE" means any waste material (1) containing byproduct material and (2)resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "NUCLEAR FACILITY" means (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "NUCLEAR REACTOR" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (With respect to injury to or destruction of property, the word "injury" or "destruction" ("property damage" includes all forms of radioactive contamination of property (includes all forms of radioactive contamination of property. V. The inception dates and thereafter of all original policies affording coverages specified in this paragraph (3), whether new, renewal or replacement, being policies which become effective on or after 1st May, 1960, provided this paragraph (3) shall not be applicable to (i) Garage and Automobile Policies issued by the Reassured on New York risks, or (ii) statutory liability insurance required under Chapter 90, General Laws of Massachusetts, until 90 days following approval of the Broad Exclusion Provision by the Governmental Authority having jurisdiction thereof. (4) Without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that paragraphs (2) and (3) above are not applicable to original liability policies of the Reassured in Canada and that with respect to such policies this Clause shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian Underwriters' Association of the Independent Insurance Conference of Canada. * NOTE: The words printed in italics in the Limited Exclusion Provision and in the Broad Exclusion Provision shall apply only in relation to original liability policies which include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words. 21/9/67 N.M.A. 1590 Page 2 of 2 NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA 1. This Agreement does not cover any loss or liability accruing to the Reinsured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber, or association. 2. Without in any way restricting the operation of paragraph 1 of his clause it is agreed that for all purposes of this Agreement all the original liability contracts of the Reinsured, whether new, renewal or replacement, of the following classes, namely, Personal Liability. Farmers' Liability. Storekeepers' Liability. which become effective on or after 31st December 1984, shall be deemed to include, from their inception dates and thereafter, the following provision: Limited Exclusion Provision. This Policy does not apply to bodily injury or property damage with respect to which the Insured is also insured under a contract of nuclear energy liability insurance (whether the Insured is unnamed in such contract and whether or not it is legally enforceable by the Insured) issued by the Nuclear Insurance Association of Canada or any other group or pool of insurers or would be an Insured under any such policy but for its termination upon exhaustion of its limits of liability. With respect to property, loss of use of such property shall be deemed to be property damage. 3. Without in any way restricting the operation of paragraph 1 of this clause it is agreed that for all purposes of this Agreement all the original liability contracts of the Company, whether new, renewal or replacement, of any class whatsoever (other than Personal Liability, Farmers' Liability, Storekeepers' Liability or Automobile Liability contracts), which become effective on or after 31st December 1984, shall be deemed to include, from their inception dates and thereafter, the following provision: Broad Exclusion Provision. It is agreed that this Policy does not apply: (a) to liability imposed by or arising under The Nuclear Liability Act; nor (b) to bodily injury or property damage with respect to which an Insured under this Policy is also insured under a contract of nuclear energy liability insurance (whether the Insured is unnamed in such contract and whether or not it is legally enforceable by the Insured) issued by the Nuclear Insurance Association of Canada or any other insurer or group or pool of insurers or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; nor (c) to bodily injury or property damage resulting directly or indirectly from the nuclear energy hazard arising from: (i) the ownership, maintenance, operation or use of a nuclear facility by or on behalf of an Insured; (ii) the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility; and (iii) the possession, consumption, use, handling, disposal or transportation of fissionable substances or of other radioactive material (except radioactive isotopes, away from a nuclear facility, which have reached the final stage of fabrication so as to be usable for any scientific, medical, agricultural, commercial or industrial purpose) used, distributed, handled or sold by an Insured. Page 1 of 2 As used in this Policy: 1. The term "nuclear energy hazard" means the radioactive, toxic, explosive or other hazardous properties of radioactive material; 2. The term "radioactive material" means uranium, thorium, plutonium, neptunium, their respective derivatives and compounds, radioactive isotopes of other elements and any other substances that the Atomic Energy Control Board may, by regulation, designate as being prescribed substances capable of releasing atomic energy, or as being requisite for the production, use or application of atomic energy; 3. The term "nuclear facility" means: (a) any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of plutonium, thorium and uranium or any one or more of them; (b) any equipment or device designed or used for (i) separating the isotopes of plutonium, thorium and uranium or any one or more of them, (ii) processing or utilizing spent fuel, or (iii) handling, processing or packaging waste; (c) any equipment or device used for the processing, fabricating or alloying of plutonium, thorium or uranium enriched in the isotope uranium 233 or in the isotope uranium 235, or any one or more of them if at any time the total amount of such material in the custody of the Insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste radioactive material; and includes the site on which any of the foregoing is located, together with all operations conducted thereon and all premises used for such operations. 4. The term "fissionable substance" means any prescribed substance that is, or from which can be obtained, a substance capable of releasing atomic energy by nuclear fission. 5. With respect to property, loss of use of such property shall be deemed to be property damage. N.M.A. 1979n 01/04/96 Page 2 of 2 TERRORISM EXCLUSION ENDORSEMENT (REINSURANCE) Notwithstanding any provision to the contrary within this reinsurance or any endorsement thereto it is agreed that this reinsurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any act of terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the loss. For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This endorsement also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. If the Reinsurers allege that by reason of this exclusion, any loss, damage, cost or expense is not covered by this reinsurance the burden of proving the contrary shall be upon the Reassured. In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. Notwithstanding the above, this terrorism exclusion shall only apply to liability losses arising directly from the following classes of business, when written as such.
Class of Business Coverage - ----------------- -------- Airports (Including Any Related Services or Operations) CGL/UMB Amusement Parks CGL/UMB Animal Feed Mills CGL/UMB Bridges and Tunnels, with exception to Bridges owned or maintained by municipalities with less than 75,000 in population. CGL/UMB Buildings in which U.S. Government is Owner or Largest Tenant CGL/UMB Chemical Manufacturing, Wholesale or Storage CGL/UMB Convention Centers with greater than 50,000 capacity, with exception to Convention Centers when written as a non-profit organization, or as part of a municipality with less than 75,000 in population. CGL/UMB Concert Halls equal to or greater than 1,000 person in capacity, with exception to: 1) Concert Halls and Performing Arts centers when written as a non-profit organization; 2) Concert Halls when written as part of a municipality with less than 75,000 in population. CGL/UMB Dams, with exception to Dams less than fifty feet in height and owned by municipalities with less than 75,000 in population. CGL/UMB Drug Manufacturing CGL/UMB Electrical Generating Facilities CGL/UMB Explosives - Manufacture, Distribution or Storage CGL/UMB Mass Transit Systems - Subways, Railways, etc. CGL/UMB Oil & Gas Pipelines CGL/UMB Oil Refineries & Storage Tank Farms CGL/UMB
Page 1 of 2
Class of Business (continued) Coverage - ----------------------------- -------- Pesticides, Herbicides, Insecticides - Manufacture CGL/UMB Ports (Including Any Related Services or Operations) CGL/UMB Security Services CGL/UMB Stadiums and Sports Arenas, with exception to Stadiums and Sports Arenas with less than 25,000 in seating capacity and written as part of Philadelphia Insurance Company's Amateur Sports Facility program, or written as part of a municipality with less than 75,000 in population. CGL/UMB Telecommunications Services - Telephone, Radio, TV, Internet CGL/UMB Water & Sewage Treatment Plants, with exception to Water & Sewage Treatment Plants owned by municipalities with less than 75,000 in population, or Water & Sewage Treatment Authorities serving populations with less than 250,000 in population. CGL/UMB
However, the maximum liability to the Reinsurer for all Terrorism losses during the term of this Contract shall be limited to $10,000,000. Page 2 of 2 WAR EXCLUSION (WEXC212) As regards interests which at time of loss or damage are on shore, no liability shall attach hereto in respect of any loss or damage which is occasioned by war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority. This War Exclusion Clause shall not, however, apply to interests which at time of loss or damage are within the territorial limits of the United States of America (comprising the fifty States of the Union and the District of Columbia, its territories and possessions, including the Commonwealth of Puerto Rico and including Bridges between the United States of America and Mexico provided they are under United States ownership), Canada, St. Pierre and Miquelon, provided such interests are insured under original policies, endorsements or binders containing a standard war or hostilities or warlike operations exclusion clause. Nevertheless, this clause shall not be construed to apply to loss or damage occasioned by riots, strikes, civil commotion, vandalism, malicious damage. INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of ALLIED WORLD ASSURANCE COMPANY, LTD. (the "Subscribing Reinsurer") with respect to the CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 27.50% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 3rd day of FEBRUARY, 2007. ALLIED WORLD ASSURANCE COMPANY, LTD. By /s/ Stephen O' Flynn ---------------------------------- INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of LIBERTY MUTUAL INSURANCE COMPANY (the "Subscribing Reinsurer") with respect to the CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 15.00% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 25th day of January, 2007. LIBERTY MUTUAL INSURANCE COMPANY By /s/ Dennis Mekemson ---------------------------------- INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of ODYSSEY AMERICA REINSURANCE CORPORATION (the "Subscribing Reinsurer") with respect to the CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 28th day of February, 2007. ODYSSEY AMERICA REINSURANCE CORPORATION By /s/ Alane Carey ---------------------------------- INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of EVEREST REINSURANCE COMPANY (the "Subscribing Reinsurer") with respect to the CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 27.50% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 12th day of March, 2007. EVEREST REINSURANCE COMPANY By /s/ John Buckwalter ---------------------------------- INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of TRANSATLANTIC REINSURANCE COMPANY (the "Subscribing Reinsurer") with respect to the CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 20.00% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IT IS ALSO AGREED that the following SERVICING CLAUSE replaces the INTERMEDIARY ARTICLE in the Contract. SERVICING CLAUSE Willis Re Inc., Suite 2700, 1835 Market Street, Philadelphia, Pennsylvania 19103 is hereby recognized as the servicing agent for this Contract. However, all communications concerning accounts, claim information, funds and inquiries related thereto shall be transmitted to the Company or the Reinsurer through Willis Re Inc., 5420 Millstream Road, P.O. Box 3000, McLeansville, North Carolina 27301-3000. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. Page 1 of 2 The provisions of this Contract shall remain otherwise unchanged. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 18th day of April, 2007. TRANSATLANTIC REINSURANCE COMPANY By /s/ Nancy D. Gates ---------------------------------- Page 2 of 2
EX-10.3 4 w34363exv10w3.txt ENDORSEMENT NO. 6 TO THE PROPERTY PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT EXHIBIT 10.3 ENDORSEMENT NO. 6 Attached to and made a part of AGREEMENT OF REINSURANCE NO. 9034 between PHILADELPHIA INDEMNITY COMPANY PHILADELPHIA INSURANCE COMPANY (herein collectively referred to as the "Company") and GENERAL REINSURANCE CORPORATION (herein referred to as the "Reinsurer") IT IS MUTUALLY AGREED that, effective January 1, 2007, the following ARTICLE XIV is hereby added to this Agreement: "ARTICLE XIV - ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties with respect to the business reinsured hereunder. Any change or modification to this Agreement shall be made by written amendment to this Agreement and signed by the parties hereto." IT IS FURTHER AGREED that, as respects new and renewal policies of the Company becoming effective at and after 12:01 A.M., January 1, 2007, and policies of the Company in force at 12:01 A.M., January 1, 2007, with respect to claims and losses resulting from Occurrences taking place at and after the aforesaid time and date, EXHIBIT A to this Agreement is amended as follows: I - SECTION 3 is amended to read: "SECTION 3 - LIABILITY OF THE REINSURER The Reinsurer shall pay to the Company, with respect to each Risk of the Company, the amount of Net Loss sustained by the Company in excess of the Company Retention but not exceeding the Limits of Liability of the Reinsurer as set forth in the Schedule of Reinsurance. SCHEDULE OF REINSURANCE
Class of Business Company Retention Limits of Liability of the Reinsurer - ----------------- ----------------- ------------------------------------ Property Business $2,000,000 FIRST EXCESS COVER: The next $3,000,000 in excess of the first $2,000,000
GENERAL REINSURANCE CORPORATION A BERKSHIRE HATHAWAY COMPANY SCHEDULE OF REINSURANCE (CONTINUED)
Class of Business Company Retention Limits of Liability of the Reinsurer - ----------------- ----------------- ------------------------------------ SECOND EXCESS COVER: The next $5,000,000 in excess of the first $5,000,000 THIRD EXCESS COVER: The next $5,000,000 in excess of the first $10,000,000
The liability of the Reinsurer shall not exceed: (a) $6,000,000 under the First Excess Cover nor $10,000,000 under the Second Excess Cover nor $10,000,000 under the Third Excess Cover with respect to all Net Loss on all Risks involved in one Occurrence. (b) $15,000,000 under the Second Excess Cover nor $15,000,000 under the Third Excess Cover with respect to all Net Loss on all Risks involved in all Occurrences (including Extra Contractual Obligations) taking place during each Agreement Year. For purposes of this provision, upon a run off termination of this Exhibit the last completed Agreement Year shall be combined with the remaining period that reinsurance is afforded under this Exhibit to constitute a single Agreement Year. All insurance written under one or more policies of the Company against the same peril on the same Risk shall be combined, and the Company Retention and the Limits of Liability of the Reinsurer shall be determined on the basis of the sum of all insurance against the same peril and on the same Risk which is in force at the time of a claim or loss." II - SECTION 7 is amended to read: "SECTION 7 - REINSURANCE PREMIUM The Company shall pay to the Reinsurer: (a) For the First Excess Cover, 1.90% of the Company's Subject Earned Premium; (b) For the Second Excess Cover, 0.88% of the Company's Subject Earned Premium; (c) For the Third Excess Cover, 0.29% of the Company's Subject Earned Premium." GENERAL REINSURANCE CORPORATION -2- III - SECTION 9 is amended to read: "SECTION 9 - AUTOMATIC REINSTATEMENT The Limit of Liability of the Reinsurer with respect to each Occurrence shall be reduced by an amount equal to the amount of liability paid by the Reinsurer, but that part of the liability of the Reinsurer that is so reduced shall be automatically reinstated from the date of the Occurrence for which payment is made; however, the Limits of Liability of the Reinsurer under the Second and Third Excess Covers with respect to all Occurrences taking place during each Agreement Year shall not exceed the amounts set forth in the section entitled LIABILITY OF THE REINSURER. In consideration of this automatic reinstatement: (a) For each amount so reinstated in the First Excess Cover, there shall be no additional reinsurance premium; (b) For first $5,000,000 so reinstated in the Second and Third Excess Covers, there shall be no additional reinsurance premium; (c) For the next $5,000,000, so reinstated in the Second Excess Cover, the Company shall pay to the Reinsurer an additional reinsurance premium that shall be the product of 100% of the reinsurance premium set forth in sub-paragraph (b) of the section entitled REINSURANCE PREMIUM for the Agreement Year multiplied by the amount of the reinstated Limit of Liability of the Reinsurer divided by $5,000,000; (d) For the next $5,000,000, so reinstated in the Third Excess Cover, the Company shall pay to the Reinsurer an additional reinsurance premium that shall be the product of 100% of the reinsurance premium set forth in sub-paragraph (c) of the section entitled REINSURANCE PREMIUM for the Agreement Year multiplied by the amount of the reinstated Limit of Liability of the Reinsurer divided by $5,000,000. The reinsurance premium so developed for each amount reinstated shall be in addition to the reinsurance premium set forth in the section entitled REINSURANCE PREMIUM." IT IS FURTHER AGREED that, as respects Terrorism Occurrences taking place at and after 12:01 A.M., January 1, 2007, EXHIBIT B to this Agreement is hereby renewed subject to all its terms, conditions and limitations, except as modified below, for a period of one year. Accordingly: I - The first paragraph of SECTION 2 - TERM is amended to read: "This Exhibit shall apply to new and renewal policies of the Company becoming effective at and after 12:01 A.M., January 1, 2007, and to policies of the Company in force at 12:01 A.M., January 1, 2007, with respect to claims and losses resulting from Terrorism Occurrences taking place at and after the aforesaid time and date, and prior to 12:01 A.M., January 1, 2008." GENERAL REINSURANCE CORPORATION -3- II - SECTION 3 is amended to read: "SECTION 3 - LIABILITY OF THE REINSURER The Reinsurer shall pay to the Company, with respect to each Risk of the Company, the amount of Net Loss sustained by the Company in excess of the Company Retention but not exceeding the Limits of Liability of the Reinsurer as set forth in the Schedule of Reinsurance. SCHEDULE OF REINSURANCE
Limits of Liability of the Reinsurer --------------------------- FIRST SECOND Class of Business Company Retention EXCESS COVER EXCESS COVER - ----------------- ----------------- ------------ ------------ Property Business $2,000,000 $8,000,000 $5,000,000
The liability of the Reinsurer shall not exceed $8,000,000 under the First Excess Cover nor $5,000,000 under the Second Excess Cover with respect to all Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from all Terrorism Occurrences taking place during each Agreement Year, regardless of any other cause or event contributing to such loss or damage in any way or at any time, or whether such loss or damage is accidental or intentional. All insurance written under one or more policies of the Company against the same peril on the same Risk shall be combined, and the Company Retention and the Limits of Liability of the Reinsurer shall be determined on the basis of the sum of all insurance against the same peril and on the same Risk which is in force at the time of a claim or loss." II - SECTION 6 is amended to read: "SECTION 6 - REINSURANCE PREMIUM The Company shall pay to the Reinsurer: (a) For the First Excess Cover, a flat reinsurance premium of $640,000 for the term of this Exhibit; (b) For the Second Excess Cover, a flat reinsurance premium of $400,000 for the term of this Exhibit." IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed GENERAL REINSURANCE CORPORATION -4- in duplicate, this 7th day of February 2007, PHILADELPHIA INDEMNITY COMPANY PHILADELPHIA INSURANCE COMPANY /s/ Christopher J. Maguire ---------------------------------------- Executive VP & CUO Attest: /s/ William A. McKenna ----------------------------- and this 15th day of January, 2007. GENERAL REINSURANCE CORPORATION /s/ Joan LaFrance ---------------------------------------- Vice President Attest: /s/ Diane B. Hyland ----------------------------- Endorsement No. 6 Agreement No. 9034 GENERAL REINSURANCE CORPORATION -5-
EX-10.4 5 w34363exv10w4.txt PROPERTY FOURTH PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT EXHIBIT 10.4 PHILADELPHIA INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA PROPERTY FOURTH PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT TABLE OF CONTENTS
ARTICLE PAGE - ------- ---- I BUSINESS COVERED (WBUS5) 1 II TERM 1 III SPECIAL TERMINATION 2 IV DEFINITIONS 4 Building 4 Declaratory Judgment Expense (WDEF305) 4 Extra Contractual Obligations/Loss in Excess of Policy Limits (WDEF104) 4 Loss Adjustment Expense (WDEF307) 5 Loss Occurrence (NMA 2244/BRMA 27A) 5 Net Earned Premium 6 Policy or Policies 6 Risk 7 Terrorism 7 Ultimate Net Loss 8 V TERRITORY (BRMA 51A) 8 VI EXCLUSIONS 8 VII COVERAGE 10 VIII REINSTATEMENT 11 IX REINSURANCE PREMIUM 11 X NOTICE OF LOSS AND LOSS SETTLEMENTS 12 XI AGENCY AGREEMENT (WAGE1) 12 XII SALVAGE AND SUBROGATION (WSAL1) 13 XIII ERRORS AND OMISSIONS (BRMA 14C) 13 XIV OFFSET 13 XV CURRENCY (BRMA 12A) 13 XVI TAXES (BRMA 50C) 14 XVII FEDERAL EXCISE TAX (BRMA 17A) 14 XVIII UNAUTHORIZED REINSURANCE (BRMA 55C) 14 XIX NET RETAINED LINES (BRMA 32E) 16 XX TRIA INUREMENT 16 XXI SPECIAL ACCEPTANCES 17 XXII MORTGAGEE REINSURANCE ENDORSEMENTS 17
XXIII THIRD PARTY RIGHTS (BRMA 52C MODIFIED) 18 XXIV SEVERABILITY (WSEV1) 18 XXV GOVERNING LAW (BRMA 71A) 18 XXVI ACCESS TO RECORDS (BRMA 1E) 19 XXVII INSOLVENCY 19 XXVIII ARBITRATION (WARB1) 20 XXIX SERVICE OF SUIT (WSOS4) 21 XXX MODE OF EXECUTION (WMOE1) 22 XXXI INTERMEDIARY (WINT8) 23 Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance - U.S.A. War Exclusion
PROPERTY FOURTH PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT (the "Contract") between PHILADELPHIA INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA And any additional company established or acquired by the Company (the "Company") and THE SUBSCRIBING REINSURER(S) EXECUTING THE INTERESTS AND LIABILITIES AGREEMENT(S) ATTACHED HERETO (the "Reinsurer") ARTICLE I BUSINESS COVERED (WBUS5) By this Contract the Reinsurer agrees to reinsure the excess liability of the Company under its Policies in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Property business which is defined as insurance which is classified in the NAIC Annual Statement as fire, allied lines, inland marine, commercial multiple peril (property coverages), automobile physical damage (comprehensive and collision) when written on a garage or open lot basis, and insurance that is classified by the Company as crime and fidelity (property coverages) when written as part of a package policy, subject to the terms, conditions and limitations hereafter set forth. ARTICLE II TERM A. This Contract shall become effective at 12:01 a.m., Eastern Standard Time, January 1, 2007 as respects losses occurring at or after that time and date, and shall continue in effect until 12:01 a.m., Eastern Standard Time, January 1, 2008. Page 1 B. Upon termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of termination shall cease concurrently with the date of termination of this Contract. C. Notwithstanding the above, the Company shall have the option to elect run-off coverage for Policies in force at the expiration of this Contract. If the Company chooses to run off liability, the Company will notify the Reinsurer prior to January 31, 2008. If run-off of liability is chosen, the Reinsurer shall continue to be liable for Ultimate Net Loss incurred by the Company under all Policies in force at the time and date of expiration until each Policy's next anniversary, renewal or expiration, but in no event shall the Reinsurer's liability continue for more than 12 months after the expiration date plus odd time, not to exceed a total of 18 months. The premium for the run-off coverage shall be the premium rate stated in paragraph A of the REINSURANCE PREMIUM ARTICLE times its Net Earned Premium for the run-off period for the Policies in force as of December 31, 2007. D. If this Contract expires while a Loss Occurrence covered hereunder is in progress, the Reinsurer's liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract. ARTICLE III SPECIAL TERMINATION A. The Company may terminate this Contract at any time by the giving of 10 days' notice in writing to the Reinsurer upon the happening of any one of the following circumstances: 1. A State Insurance Department or other legal authority orders the Reinsurer to cease writing business; or 2. The Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy or other agent known by whatever name, to take possession of its assets or control of its operations; or 3. The Reinsurer's policyholders' surplus has been reduced by whichever is greater, either 25% of the amount of surplus at the inception of this Contract or 25% of the amount at the latest anniversary, or has lost any part of, or has reduced its paid in capital; or 4. The Reinsurer has become merged with, acquired or controlled by any company, corporation or individual(s) not controlling the party's operations at the inception of this Contract; or Page 2 5. The Reinsurer has reinsured its entire liability under this Contract without the terminating party's prior written consent; or 6. The Reinsurer ceases writing new or renewal business. 7. The Reinsurer has been assigned an A.M. Best's rating of less than "A-" or a Standard & Poor's Insurer Financial Strength Rating of less than "A-". B. Notwithstanding any other termination provision of this Contract, if this Contract is terminated under the provisions of this Article, the Company shall have the right to terminate liability for losses occurring subsequent to termination of this Contract. In such event, the Reinsurer shall return the unearned portion, if any, less any commission allowed thereon, of premiums paid hereunder and the minimum premium provisions, if any, shall be waived. C. Additionally, the Company, at its sole discretion, may elect to commute the Reinsurer's liabilities for loss and Loss Adjustment Expenses, whether known and unknown, on Policies covered under this Contract. In the event the Company and the Reinsurer cannot agree on the capitalized value of the Reinsurer's liabilities on the Policies covered under this Contract, the two parties shall mutually appoint an actuary to resolve the matter of valuation. If the two parties cannot agree on the appointment of an actuary, a selection process based on the ARBITRATION ARTICLE will be employed. Payment by the Reinsurer of the amount ascertained will constitute full and final release of the Reinsurer's liabilities hereunder. D. The Company may request special funding for any Reinsurer's participation if this Contract is terminated for reasons set forth in subparagraph A.1-7 above. If the Company elects to exercise its special funding option, said Reinsurer will, within 30 calendar days of the date of the Company's request to do so, provide the Company with a cash advance, trust agreement, escrow account for the benefit of the Company, letter of credit, or a combination thereof acceptable to the Company to fund the Reinsurer's share of the reserves hereunder for losses (including loss and loss expense paid by the Company but not recovered from the Reinsurer, loss and loss expense reported and outstanding, loss and loss expenses incurred but not reported) and unearned premium, as if it were an unauthorized Reinsurer and subject to the UNAUTHORIZED REINSURANCE ARTICLE. This paragraph D shall not apply to Reinsurers who, at the inception of this Contract, have been assigned an A.M. Best's Financial Strength Rating of A+ or higher or a Standard & Poor's rating of A+ or higher or to Underwriting Members of Lloyd's, London. Page 3 ARTICLE IV DEFINITIONS A. Building "Building" as used herein shall mean such structure enclosed within exterior walls. Exterior walls are defined as walls constructed on the perimeter foundation, regardless of the number of additional structures or roofs placed upon this perimeter foundation. B. Declaratory Judgment Expense (WDEF305) "Declaratory Judgment Expense" as used herein shall mean all expenses incurred by the Company in connection with a declaratory judgment action brought to determine the Company's defense and/or indemnification obligations that are allocable to a specific claim subject to this Contract. Declaratory Judgment Expense shall be deemed to have been incurred on the date of the original loss (if any) giving rise to the declaratory judgment action. C. Extra Contractual Obligations/Loss in Excess of Policy Limits (WDEF104) 1. Extra Contractual Obligations This Contract shall protect the Company for any "Extra Contractual Obligations" which as used herein shall mean any punitive, exemplary, compensatory or consequential damages, other than Loss in Excess of Policy Limits, paid or payable by the Company as a result of an action against it by its insured, its insured's assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract. An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy. 2. Loss in Excess of Policy Limits This Contract shall protect the Company for any "Loss in Excess of Policy Limits" which as used herein shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured or its insured's assignee or a third party claimant. Such loss in excess of the limit shall have been incurred because of failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action. 3. This paragraph C shall not apply where an Extra Contractual Obligation and/or Loss in Excess of Policy Limits has been incurred due to the fraud committed by a member Page 4 of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with a member of the Board of Directors or a corporate officer or a partner of any other corporation or partnership. 4. Recoveries from any form of insurance or reinsurance which protects the Company against claims which are the subject matter of this paragraph C shall inure to the benefit of this Contract. D. Loss Adjustment Expense (WDEF307) "Loss Adjustment Expense" as used herein shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, including court costs and costs of supersedeas and appeal bonds, and including 1) pre-judgment interest, unless included as part of the award or judgment; 2) post-judgment interest; 3) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including Declaratory Judgment Expense; and 4) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include unallocated loss adjustment expense. Unallocated loss adjustment expense includes, but is not limited to, salaries and expenses of employees, other than (4) above, and office and other overhead expenses. E. Loss Occurrence (NMA 2244/BRMA 27A) 1. The term "Loss Occurrence" shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one "Loss Occurrence" shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event except that the term "Loss Occurrence" shall be further defined as follows: a. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto. b. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which Page 5 occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period. c. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of subparagraph 1) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's "Loss Occurrence." d. As regards "freeze," only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks) may be included in the Company's "Loss Occurrence." 2. Except for those "Loss Occurrences" referred to in subparagraphs a and b above, the Company may choose the date and time when any such period of consecutive hours commences provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss and provided that only one such period of 168 consecutive hours shall apply with respect to one event. 3. However, as respects those "Loss Occurrences" referred to in subparagraphs a and b above, if the disaster, accident or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or more "Loss Occurrences" provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss. 4. No individual losses occasioned by an event that would be covered by 72 hours clauses may be included in any "Loss Occurrence" claimed under the 168 hours provision. F. Net Earned Premium "Net Earned Premium" as used herein is defined as gross earned premium of the Company during the term of the Contract for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract. G. Policy or Policies "Policy" or "Policies" as used herein shall mean the Company's binders, policies and contracts providing insurance and reinsurance on the classes of business covered under this Contract. Page 6 H. Risk "Risk" as used herein shall mean what constitutes one Risk as established by the Company at the time of acceptance, provided: 1. A building and its contents, regardless of the number of insureds or Policies involved, including time element coverages, shall never be considered more than one Risk. 2. When two or more Buildings and their contents are situated at the same general location, the Company shall identify on its records at the time of acceptance by the Company those individual Buildings and their contents that are considered to constitute each Risk; if such identification is not made, all of the Buildings and their contents situated at the same general location shall be considered one Risk. 3. When there are known and named extensions of coverage involving other risk locations (including but not limited to suppliers extensions, customer extensions and interdependencies and whether triggered by physical loss at the risk location or another location) that are included and formally recorded on the Company's records at the time of acceptance of the Risk, all such known and named extensions of coverage shall be included in calculation of the one Risk. I. Terrorism "Terrorism" as used herein shall mean: 1. An activity, including the threat of an activity or any preparation for an activity, that (a) causes either (i) damage to property or (ii) injury to persons and (b) appears to be intended to: (i) intimidate or coerce a civilian population or (ii) disrupt any segment of an economy or (iii) influence the policy of a government by intimidation or coercion or (iv) affect the conduct of a government by destruction, assassination, kidnapping or hostage-taking or (v) advance a political, religious or ideological cause; provided, however, that an act of Terrorism for purposes of this definition shall not include any act or threat as described above perpetrated by an official, employee or agent of a foreign state acting for or on behalf of such state. 2. Any act authorized by a governmental authority for the purpose of preventing, terminating, countering or responding to any act or threat of terrorism or for the purpose of preventing or minimizing the consequences of any act or threat of Terrorism. 3. An activity that involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination, and it appears that one purpose of the terrorism was to release such materials. 4. An activity that is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials or an activity where pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. Page 7 J. Ultimate Net Loss The term "Ultimate Net Loss" shall mean the actual loss, including any pre-judgment interest which is included as part of the award or judgment, Loss Adjustment Expense, 100% of Loss in Excess of Policy Limits, and 100% of Extra Contractual Obligations, paid or to be paid by the Company on its net retained liability after making deductions for all recoveries, salvages, subrogations and all claims on inuring reinsurance, whether collectible or not; provided, however, that in the event of the insolvency of the Company, payment by the Reinsurer shall be made in accordance with the provisions of the INSOLVENCY ARTICLE. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's Ultimate Net Loss has been ascertained. ARTICLE V TERRITORY (BRMA 51A) The territorial limits of this Contract shall be identical with those of the Company's Policies. ARTICLE VI EXCLUSIONS This Contract shall not apply to and specifically excludes the following: A. Reinsurance assumed by the Company other than reinsurance of primary business assumed from affiliated companies; B. Nuclear incident per the Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance attached hereto; C. Self-insurance or self-insured obligations, howsoever styled, of the Company, its affiliates or subsidiaries, or any insurance wherein the Company, its affiliates or subsidiaries are named as the insured party, either alone or jointly with some other party, notwithstanding that no legal liability may arise in respect thereof by reason of the fact that the Company, its affiliates or subsidiaries, may not be obligated by law to pay a claim to itself, its affiliates or subsidiaries; D. Any loss or liability accruing to the Company directly or indirectly from any insurance written by or through any pool or association including pools or associations in which membership by the Company is required under any statutes or regulations; E. Any liability of the Company arising from its participation or membership in any insolvency fund; F. War per the attached "War Exclusion" attached hereto; Page 8 G. Risks written on a layered basis, whether primary or excess of loss, or policies written with a deductible or franchise of more than $500,000; however, this exclusion shall not apply to policies which provide a percentage deductible or franchise in connection with windstorm, earthquake or flood; H. Pollution to the extent excluded in the Company's policies. Nevertheless, if the insured elects to purchase any "buy back" or additional coverage options, such options shall not be covered hereunder; however, this exclusion shall not apply: 1. When a judicial entity having legal jurisdiction invalidates the Company's Pollution exclusion, thereby obligating the Company for liability when such liability for Pollution was intended to be excluded by the Company's exclusion. 2. In respect of any Policy written in a state whose insurance regulatory authorities have prohibited the Company from including a Pollution liability exclusion in its Policies. I. Insurance against earthquake, except when written in conjunction with fire and otherwise eligible perils; J. Insurance on growing crops; K. Insurance against flood, waves, tidal waves, overflow of any body of water, or their spray, all whether driven by wind or not, except when written in conjunction with fire and otherwise eligible perils; L. Business classified as fidelity, however this exclusion shall not apply to crime and fidelity with limits no greater than $2,000,000 when written as part of a package policy; M. Credit insurance; N. Business classified as boiler and machinery; O. Mortgage impairment insurance and similar kinds of insurance, howsoever styled, providing coverage to an insured with respect to its mortgagee interest in property or its owner interest in foreclosed property; P. Difference in conditions insurance and similar kinds of insurance, howsoever styled; Q. Any incident that involves the use, release or escape of pathogenic or poisonous biological or chemical materials or of nuclear materials, or to any incident that directly or indirectly results in nuclear reaction or radiation or radioactive contamination. However, this exclusion does not apply to the Terrorism Annual Aggregate Limit for the excess layer as stated in paragraph B of the COVERAGE ARTICLE. R. Losses with respect to overhead transmission and distribution lines and their supporting structures, other than those on or within 1,000 feet of the insured premises. However, public utilities extension and/or suppliers' extension and/or contingent business Page 9 interruption coverage are not subject to this exclusion, provided these are not part of a transmitters' or distributors' policy. S. Offshore property Risks; T. Inland marine business with respect to the following: 1. Cargo insurance when written as such with respect to ocean vessels; 2. Faulty Film, tape, processing and editing insurance and cast insurance; 3. Drilling rigs for natural fuels; 4. Furriers' customers policies; 5. Insurance on livestock under so-called "mortality policies"; 6. Mining equipment while underground; 7. Registered mail and armored car insurance; U. Loss of, damage to, or failure of, or consequential loss resulting therewith (including but not limited to earnings and extra expense) of satellites, spacecraft, and launch vehicles, including cargo and freight carried therein, in all phases of operation (including but not limited to pre-launch, launch, and in-orbit). V. Mobile homes unless written as part of a commercial multiple peril policy. W. Watercraft, other than watercraft insured under a standard homeowners policy or when written as part of contents coverage under a commercial multiple peril policy. If the Company is bound without knowledge of or contrary to the instructions of the Company's supervisory underwriting personnel, or any business falling within the scope of one or more of the exclusions set forth in this section, these exclusions, except A, B, C, D, E, F, H, J, L, M, O, shall suspend with respect to such business until 60 days after an underwriting supervisor of the Company acquires knowledge of such business. Should any judicial or regulatory entity having jurisdiction invalidate any exclusion in the Company's Policy that is also the subject of one or more of the exclusions herein, then a loss for which the Company is liable because of such invalidation shall not be excluded hereunder. ARTICLE VII COVERAGE A. The Reinsurer shall be liable for the amount of Ultimate Net Loss in excess of the Company's retention, being $15,000,000 each risk, each loss, subject to a limit of liability to the Reinsurer of $35,000,000 each risk, each loss, and further subject to a limit of Page 10 liability to the Reinsurer of $35,000,000 each Loss Occurrence. The Reinsurer's limit of liability in respect to all risks, all losses shall not exceed $70,000,000. B. The Reinsurer's liability in respect to Terrorism losses shall not exceed $35,000,000. C. The Company shall maintain in force other reinsurance, recoveries under which shall inure to the benefit of this Contract. D. The Company shall be permitted to carry underlying reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract. ARTICLE VIII REINSTATEMENT A. Should all or any part of the Reinsurer's limit of liability be exhausted as a result of a loss, the sum so exhausted shall be reinstated from the date the loss commenced. B. For each amount so reinstated, the Company agrees to pay an additional premium at the time of the Reinsurer's payment of the loss calculated in accordance with the following formula: 1. The amount of limit exhausted for each risk, each loss divided by $35,000,000. 2. The reinsurance premium paid or payable for the term of this Contract. The dollar amount resulting from the multiplication of subparagraphs 1 and 2 above shall equal the reinstatement premium. If at the time of the Reinsurer's payment of a loss hereon, the reinsurance premium as calculated under this Contract is unknown, the calculation of the reinstatement premium shall be based upon the deposit premium subject to adjustment when the reinsurance premium is finally established. C. Nevertheless, the Reinsurer's liability hereunder shall not exceed $35,000,000 in respect of each risk, each loss in respect of any one loss, and shall be further limited to $35,000,000 each Loss Occurrence, and shall be further limited to $70,000,000 in respect of all risks, all losses occurring during the term of this Contract. ARTICLE IX REINSURANCE PREMIUM A. As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 0.635% of its Net Earned Premium during the term of this Contract, subject to a minimum premium of $2,362,500. Page 11 B. The Company shall pay the Reinsurer a deposit premium of $2,625,000 in four equal installments of $656,250 on April 1; July 1; October 1, 2007; and January 1, 2008. C. Within 90 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly. ARTICLE X NOTICE OF LOSS AND LOSS SETTLEMENTS A. The Company shall advise the Reinsurer promptly of all losses which, in the opinion of the Company, may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Company, may materially affect the position of the Reinsurer. B. When so requested in writing, the Company shall afford the Reinsurer or its representatives an opportunity to be associated with the Company, at the expense of the Reinsurer, in the defense of any claim, suit or proceeding involving this reinsurance, and the Company and the Reinsurer shall cooperate in every respect in the defense of such claim, suit or proceeding. C. All loss settlements made by the Company that are within the terms and conditions of the Policy or by way of compromise, and except as otherwise provided in this Contract, shall be binding upon the Reinsurer. Upon receipt of satisfactory proof of loss and within no more than 25 days of receipt of the proof of loss, the Reinsurer agrees to pay or allow, as the case may be, its share of each such settlement in accordance with this Contract. D. Ex-gratia payments shall be recoverable hereunder only where the Company, through written communication prior to settlement, counsels with the Reinsurer and the Reinsurer concurs, in writing, with the settlement proposed by the Company. ARTICLE XI AGENCY AGREEMENT (WAGE1) If more than one reinsured company is named as a party to this Contract, the first named company will be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract and for purposes of remitting or receiving any monies due any party. Page 12 ARTICLE XII SALVAGE AND SUBROGATION (WSAL1) The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company, less Loss Adjustment Expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage and subrogation recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights. ARTICLE XIII ERRORS AND OMISSIONS (BRMA 14C) Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery. ARTICLE XIV OFFSET The Company and the Reinsurer may offset any balance, whether on account of premium, commission, claims or losses, Loss Adjustment Expense, salvage, or otherwise, due from one party to the other under the terms of this Contract or under any other agreement heretofore or hereafter entered into between the Company and the Reinsurer. ARTICLE XV CURRENCY (BRMA 12A) A. Whenever the word "Dollars" or the "$" sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. Page 13 ARTICLE XVI TAXES (BRMA 50C) In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada. ARTICLE XVII FEDERAL EXCISE TAX (BRMA 17A) (Applicable to those subscribing reinsurers, excepting Underwriters at Lloyd's London and other subscribing reinsurers exempt from Federal Excise Tax, who are domiciled outside the United States of America.) A. The subscribing reinsurer has agreed to allow, for the purpose of paying the Federal Excise Tax, the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. B. In the event of any return of premium becoming due hereunder, the subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon, and the Company or its agent should take steps to recover the tax from the United States Government. ARTICLE XVIII UNAUTHORIZED REINSURANCE (BRMA 55C) (Applies only to a subscribing reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company's reserves.) A. As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses covered hereunder which it shall be required by law to set up, it will forward to the subscribing reinsurer a statement showing the proportion of such reserves which is applicable to the subscribing reinsurer. The subscribing reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the subscribing reinsurer and allocated Loss Adjustment Expense relating thereto, losses and allocated Loss Adjustment Expense paid by the Company but not recovered from the subscribing reinsurer, plus reserves for losses incurred but not reported, as shown in the statement prepared by the Company (hereinafter referred to as "subscribing reinsurer's obligations") by funds withheld, cash advances or a Letter of Credit. The subscribing reinsurer shall have the option of determining the method Page 14 of funding provided it is acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves. B. When funding by a Letter of Credit, the subscribing reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the subscribing reinsurer's proportion of said reserves. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless 30 days (60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period. C. The subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement: 1. To reimburse the Company for the subscribing reinsurer's obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid; 2. To make refund of any sum which is in excess of the actual amount required to pay the subscribing reinsurer's obligations under this Contract; 3. To fund an account with the Company for the subscribing reinsurer's obligations. Such cash deposit shall be held in an interest bearing account separate from the Company's other assets, and interest thereon not in excess of the prime rate shall accrue to the benefit of the subscribing reinsurer; 4. To pay the subscribing reinsurer's share of any other amounts the Company claims are due under this Contract. In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for subparagraph 1 or 3, or in the case of subparagraph 4, the actual amount determined to be due, the Company shall promptly return to the subscribing reinsurer the excess amount so drawn. All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the subscribing reinsurer. D. The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. Page 15 E. At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the subscribing reinsurer's obligations, for the sole purpose of amending the Letter of Credit, in the following manner: 1. If the statement shows that the subscribing reinsurer's obligations exceed the balance of credit as of the statement date, the subscribing reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. 2. If, however, the statement shows that the subscribing reinsurer's obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the subscribing reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. ARTICLE XIX NET RETAINED LINES (BRMA 32E) A. This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any underlying reinsurance specifically permitted in this Contract), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included. B. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. ARTICLE XX TRIA INUREMENT A. As respects any "insured loss," as defined in the Terrorism Risk Insurance Act of 2002, including the Terrorism Risk Insurance Extension Act of 2005, and any other extensions or amendments thereto ("TRIA"), for which the Reinsurer makes a payment to the Company under this Contract, the following provisions shall apply. B. If the sum of 1. Financial assistance provided under TRIA to the Company and its affiliates, if any, (as "affiliate" is defined in TRIA) with respect to all "insured loss" that applies to each "program year," as defined in TRIA and Page 16 2. Amounts due from all reinsurance which the Company and its affiliates, if any, purchase, including but not limited to this reinsurance, all other treaty reinsurance and all facultative reinsurance, and whether collectible or not, under which there is a recoverable for any such "insured loss" exceeds the amount of the Company's and its affiliates', if any, gross "insured loss," the excess amount shall be allocated to the Reinsurer in the ratio that the Reinsurer's liability for the "insured loss" under this Contract bears to the total collectible reinsurance recoverables for the "insured loss" under 2 above. C. Upon receipt of payment under TRIA by the Company and its affiliates, if any, the Company shall pay to or credit the Reinsurer under this Contract with the Reinsurer's share of such excess amount determined in accordance with the preceding paragraph. ARTICLE XXI SPECIAL ACCEPTANCES A. Business not within the terms of this Contract may be submitted to the Reinsurer for special acceptance and, if accepted by the Reinsurer, shall be subject to all of the terms of this Contract, except as modified by the Special Acceptance. B. Renewal of Policies, which have previously received a Special Acceptance under prior Contracts, are deemed to be covered hereunder. C. Further, should a reinsurer become party to this Contract subsequent to the acceptance of any business not normally covered hereunder, that reinsurer will automatically accept the special acceptances as being part of this Contract. ARTICLE XXII MORTGAGEE REINSURANCE ENDORSEMENTS A. To induce a mortgagee named in a policy of the Company to accept such policy, the Company and the Reinsurer may agree to name such mortgagee as a third party beneficiary in a Mortgagee Reinsurance Endorsement made a part of this Contract. For each such mortgagee Reinsurance Endorsement so issued, the Company shall indemnify the Reinsurer for any and all liability, loss, cost, or expense the Reinsurer may sustain or incur in excess of its obligations under this Contract by reason of the issuance of such Mortgagee Reinsurance Endorsement. B. If the Reinsurer becomes liable to a mortgagee under any Mortgagee Reinsurance Endorsement, the Reinsurer shall, to the extent of its liability: 1. Benefit pro-rata in reductions of the Company's loss by salvage, subrogation, compromise, or otherwise. Page 17 2. Be automatically subrogated to all of the mortgagee's rights against the Company under the policy. 3. Be completely discharged from its obligation to make any payment to the Company under this Contract and be entitled to set off against any amount due from the Reinsurer to the Company under this or any other agreement for any amounts for which the Reinsurer would not be liable except for the existence of such Mortgagee Reinsurance Endorsement. C. The Reinsurer shall have the right to cancel any Mortgagee Reinsurance Endorsement by notice to the mortgagee. D. Prior to the termination date, the Company shall advise the Reinsurer as to which of the above options shall apply. ARTICLE XXIII THIRD PARTY RIGHTS (BRMA 52C MODIFIED) Except for the provisions of the MORTGAGEE REINSURANCE ENDORSEMENTS ARTICLE, this Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE. ARTICLE XXIV SEVERABILITY (WSEV1) If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction. ARTICLE XXV GOVERNING LAW (BRMA 71A) This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Pennsylvania, exclusive of that state's rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance, in which case the applicable rules of all states shall apply. Page 18 ARTICLE XXVI ACCESS TO RECORDS (BRMA 1E) The Reinsurer or its designated representatives shall have access to the books and records of the Company on matters relating to this reinsurance at all reasonable times for the purpose of obtaining information concerning this Contract or the subject matter hereof. ARTICLE XXVII INSOLVENCY A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer, within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Page 19 D. In the event of the insolvency of any company or companies listed in the designation of "Company" under this Contract, this Article shall apply only to the insolvent company or companies. ARTICLE XXVIII ARBITRATION (WARB1) A. As a condition precedent to any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. B. One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. C. The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of being requested to do so, either party may request a district court judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd's, London. D. Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Bala Cynwyd, Pennsylvania, but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Pennsylvania. The decision of any 2 arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. E. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. Page 20 F. If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint. G. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. However, the panel may not award any exemplary or punitive damages. ARTICLE XXIX SERVICE OF SUIT (WSOS4) (This Article is applicable if the subscribing reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.) A. In the event of the failure of the subscribing reinsurer to pay any amount claimed to be due hereunder, the subscribing reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the subscribing reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The subscribing reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by subscribing reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against it upon this Contract, shall abide by the final decision of such court or of any appellate court in the event of an appeal. B. Service of process in such suit may be made upon the agent for the service of process ("agent") named below, depending on the jurisdiction where the Company chooses to bring suit: 1. If the suit is brought in the State of California, the law firm of Mendes and Mount, 445 South Figueroa, 38th Floor, Los Angeles, California 90071 shall be authorized Page 21 and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; 2. If the suit is brought in the State of New York, the law firm of Mendes and Mount, 750 Seventh Avenue, New York, New York 10019 shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; 3. If the suit is brought in any state other than California or New York, either of the agents described in subparagraphs 1 or 2 above shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any such suit; or 4. If the subscribing reinsurer has designated an agent in the subscribing reinsurer's Interests and Liabilities Agreement attached hereto, then that agent shall be authorized and directed to accept service of process on behalf of the subscribing reinsurer in any suit. However, if an agent is designated in the subscribing reinsurer's Interests and Liabilities Agreement and the agent is not located in California as respects a suit brought in California or New York as respects a suit brought in New York, in keeping with the laws of the states of California and New York which require that service be made on an agent located in the respective state if a suit is brought in that state, the applicable office of Mendes and Mount stipulated in subparagraphs 1 and 2 above must be used for service of suit unless the provisions of paragraph C of this Article apply. C. Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the subscribing reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. ARTICLE XXX MODE OF EXECUTION (WMOE1) This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original. Page 22 ARTICLE XXXI INTERMEDIARY (WINT8) Willis Re Inc., 1835 Market Street, Suite 2700, Philadelphia, Pennsylvania 19103 is hereby recognized as the intermediary negotiating this Contract and through whom all communications relating thereto shall be transmitted to the Company or the Reinsurer. However, all communications concerning accounts, claim information, funds and inquiries related thereto shall be transmitted to the Company or the Reinsurer through Willis Re Inc., 5420 Millstream Road, P.O. Box 3000, McLeansville, North Carolina 27301-3000. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. IN WITNESS WHEREOF, the Company by its duly authorized representative has executed this Contract as of the date specified below: Signed this 24th day of January, 2007. PHILADELPHIA INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY By /s/ Christopher J. Maguire ---------------------------------- Christopher J. Maguire Executive VP & CUO Page 23 NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A. 1) This Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks. 2) Without in any way restricting the operation of paragraph (1) of this Clause, this Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly and whether as Insurer or Reinsurer, from any Insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to: I. Nuclear reactor power plants including all auxiliary property on the site, or II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or IV. Installations other than those listed in paragraph 2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission. 3) Without in any way restricting the operations of paragraphs 1) and 2) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph 3) shall not operate a) where the Reinsured does not have knowledge of such nuclear reactor power plant or nuclear installation, or b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However, on and after 1st, January 1960, this sub-paragraph b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Government Authority having jurisdiction thereof. 4) Without in any way restricting the operations of paragraphs 1), 2) and 3) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against. 5) It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reinsured to be the primary hazard. 6) The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954, or by any law amendatory thereof. 7) Reinsured to be sole judge of what constitutes: a) substantial quantities, and b) the extent of installation, plant or site. NOTE: Without in any way restricting the operations of paragraph 1) hereof, it is understood and agreed that: a) all policies issued by the Reinsured on or before 31st, December 1957, shall be free from the application of the other provisions of this Clause until expiry date or 31st, December 1960, whichever first occurs whereupon all the provisions of this Clause shall apply, b) with respect to any risk located in Canada policies issued by the Reinsured on or before 31st, December 1958, shall be free from the application of the other provisions of this Clause until expiry date or 31st, December 1960, whichever first occurs whereupon all the provisions of this Clause shall apply. WAR EXCLUSION As regards interests which at time of loss or damage are on shore, no liability shall attach hereto in respect of any loss or damage which is occasioned by war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority. This War Exclusion Clause shall not, however, apply to interests which at time of loss or damage are within the territorial limits of the United States of America (comprising the fifty States of the Union and the District of Columbia, its territories and possessions, including the Commonwealth of Puerto Rico and including Bridges between the United States of America and Mexico provided they are under United States ownership), Canada, St. Pierre and Miquelon, provided such interests are insured under original policies, endorsements or binders containing a standard war or hostilities or warlike operations exclusion clause. Nevertheless, this clause shall not be construed to apply to loss or damage occasioned by riots, strikes, civil commotion, vandalism, malicious damage. (WILLIS LOGO) UMR: B0576UMX4834 Reinsured: PHILADELPHIA INSURANCE COMPANY Type: Property 4th Excess of Loss Reinsurance Agreement SECURITY DETAILS PERIOD: 1 January 2007 to 1 January 2008 REINSURER: ________________________________ (AMLIN LOGO) (GRAPHIC) AML 2001 RAB1662207CB NON-MARINE WRITTEN LINE(S): 6.25% REF: _______________ FINAL SIGNED LINE(S): 6.16% Signed this 2nd day of January 2007 Willis Limited, a Lloyd's broker, authorised and regulated by the Financial Services Authority. Registered Office Ten Trinity Square, London ECJP 3AX Registered number 181116 England and Wales Page 1 of 3 (WILLIS LOGO) UMR: B0576UMX4834 Reinsured: PHILADELPHIA INSURANCE COMPANY Type: Property 4th Excess of Loss Reinsurance Agreement SECURITY DETAILS PERIOD: 1 January 2007 to 1 January 2008 REINSURER: ________________________________ (BRIT INSURANCE LOGO) (GRAPHIC) BRT 2987 FB022E07A000 WRITTEN LINE(S): 8.5% REF: FB0022307A000 FINAL SIGNED LINE(S): 8.38% Signed this ___ day of ___________ 200_ Willis Limited, a Lloyd's broker, authorized and regulated by the Financial Services Authority. Registered Office Ten Trinity Square, London ECJP 3AX Registered number 18116 England and Wales Page 2 of 3 (WILLIS LOGO) UMR: B0576UMS4834 Reinsured: PHILADELPHIA INSURANCE COMPANY Type: Property 4th Excess of Loss Reinsurance Agreement SECURITY DETAILS PERIOD: 1 January 2007 to 1 January 2008 REINSURER: ________________________________ (GRAPHIC) RTH 1414 RTH 1414 ______________________ WRITTEN LINE(S): 2 1/2% REF: XR07CE495W2X FINAL SIGNED LINE(S): 2.46% Signed this 2nd day of January 2007 Willis Limited, a Lloyd's broker, authorized and regulated by the Financial Services Authority. Registered Office Ten Trinity Square, London ECJP 3AX Registered number 18116 England and Wales Page 3 of 3 INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of HANNOVER RUCKVERSICHERUNG AG (the "Subscribing Reinsurer") with respect to the PROPERTY FOURTH PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 5.00% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008, unless earlier terminated in accordance with the attached Contract. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 26th day of January, 2007 . HANNOVER RUCKVERSICHERUNG AG By /s/ Andreas Steinweg ---------------------------------------- North American Property Department-TD 10 INTERESTS AND LIABILITIES AGREEMENT (the "Agreement") of QBE REINSURANCE CORPORATION (the "Subscribing Reinsurer") with respect to the PROPERTY FOURTH PER RISK EXCESS OF LOSS REINSURANCE AGREEMENT (the "Contract") issued to PHILADELPHIA INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY BALA CYNWYD, PENNSYLVANIA AND ANY ADDITIONAL COMPANY ESTABLISHED OR ACQUIRED BY THE COMPANY (the "Company") The Subscribing Reinsurer shall have a 3.00% share in the interests and liabilities of the "Reinsurer" as set forth in the Contract attached hereto and executed by the Company. This Agreement shall commence at 12:01 a.m., Eastern Standard Time, January 1, 2007, and shall continue in force until 12:01 a.m., Eastern Standard Time, January 1, 2008, unless earlier terminated in accordance with the attached Contract. The share of the Subscribing Reinsurer in the interests and liabilities of the "Reinsurer" shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers. IN WITNESS WHEREOF, the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below: Signed this 6th day of February, 2007. QBE REINSURANCE CORPORATION By /s/ Gregory R. Cuilwik ----------------------------------
EX-31.1 6 w34363exv31w1.txt CERTIFICATION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 CERTIFICATION I, James J. Maguire, Jr., Chief Executive Officer of Philadelphia Consolidated Holding Corp, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Philadelphia Consolidated Holding Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Signed: James J. Maguire, Jr. -------------------------------- Name: James J. Maguire, Jr. May 7, 2007 Title: Chief Executive Officer EX-31.2 7 w34363exv31w2.txt CERTIFICATION OF THE COMPANY'S CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION I, Craig P. Keller, Chief Financial Officer of Philadelphia Consolidated Holding Corp, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Philadelphia Consolidated Holding Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Signed: Craig P. Keller -------------------------------- Name: Craig P. Keller May 7, 2007 Title: Chief Financial Officer EX-32.1 8 w34363exv32w1.txt CERTIFICATION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 906 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Philadelphia Consolidated Holding Corp. (the "Company") on Form 10-Q for the period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James J. Maguire, Jr., chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. James J. Maguire, Jr. - ------------------------------------ James J. Maguire, Jr. President and Chief Executive Officer May 7, 2007 EX-32.2 9 w34363exv32w2.txt CERTIFICATION OF THE COMPANY'S CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 906 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Philadelphia Consolidated Holding Corp. (the "Company") on Form 10-Q for the period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Craig P. Keller, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Craig P. Keller - ------------------------------------ Craig P. Keller Chief Financial Officer May 7, 2007
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