UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1997
Commission file number 1-10861
GUARANTY NATIONAL CORPORATION
.............................
(Exact name of registrant as specified in its charter)
Colorado 84-0445021
........ ..........
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9800 South Meridian Boulevard
Englewood, Colorado 80112
.............................
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (303) 754-8400
..............
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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 X No
As of August 4, 1997, there were 15,038,433 shares of
Registrant's $1.00 par value common stock issued and outstanding
exclusive of shares held by Registrant.
<PAGE>
GUARANTY NATIONAL CORPORATION
Form 10-Q Index
For the Quarter Ended June 30, 1997
Page
Number
PART 1. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets at
June 30, 1997 and December 31, 1996 3
Consolidated Statements of Earnings
for the six months and three months
ended June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows
for the six months ended June 30, 1997
and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART 2. OTHER INFORMATION 15
SIGNATURES 17
<PAGE>
PART I - FINANCIAL INFORMATION
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
ASSETS
June 30, December 31,
1997 1996
-------- ------------
(Unaudited)
Investments:
Fixed maturities held to maturity, at cost $ 74,378 $ 80,271
Fixed maturities available for sale, at market 402,481 390,290
-------- --------
476,859 470,561
Common stocks, at market 70,169 59,415
Non-redeemable preferred stocks, at market 33,692 28,687
Other long-term investments 16,379 13,585
Short-term investments 98,430 94,993
-------- --------
Total investments 695,529 667,241
Cash 8,104 3,988
Accrued investment income 7,824 7,971
Accounts receivable, (less allowance of
$171 - 1997 and 1996) 60,174 45,557
Reinsurance recoverables and prepaids,
(less allowance of $200 - 1997 and 1996) 87,850 90,781
Property and equipment, (less accumulated
depreciation of $15,188 - 1997; $13,508 - 1996) 28,988 29,833
Deferred policy acquisition costs 46,751 44,456
Goodwill, (less accumulated amortization of
$6,982 - 1997; $6,423 - 1996) 34,080 34,639
Other assets 1,774 4,626
-------- --------
Total assets $971,074 $929,092
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Unpaid losses $299,219 $303,266
Unpaid loss adjustment expenses 72,143 65,142
Unearned premiums 167,152 154,242
Notes payable 101,313 101,688
Reinsurance payables and deposits 10,673 7,268
Deferred income taxes 4,660 803
Other liabilities 56,152 58,644
-------- --------
Total liabilities 711,312 691,053
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.10 par value;
authorized, 6,000,000 shares;
none issued and outstanding
Common stock, $1 par value;
authorized, 30,000,000 shares;
issued 15,038,433 shares - 1997
and 14,975,497 shares - 1996 15,038 14,975
Capital in excess of par 122,354 121,272
Retained earnings 100,395 84,685
Net unrealized investment gains 21,975 17,107
-------- --------
Total shareholders' equity 259,762 238,039
-------- --------
Total liabilities and shareholders' equity $971,074 $929,092
======== ========
See notes to consolidated financial statements
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
Six Months Ended Three Months Ended
June 30, June 30,
1997 1996 1997 1996
-------- -------- -------- ---------
(Unaudited) (Unaudited)
Revenue:
Premiums earned $263,272 $234,419 $134,597 $118,949
Net investment income 21,608 18,519 10,863 9,266
Realized investment gains 4,955 3,589 3,543 1,608
-------- -------- -------- --------
289,835 256,527 149,003 129,823
-------- -------- -------- --------
Expenses:
Losses and loss adjustment
expenses incurred 183,126 168,507 94,264 83,662
Policy acquisition costs 69,336 60,560 33,366 31,478
General and administrative 6,527 6,925 3,947 3,397
Interest 3,307 3,403 1,654 1,683
Other 689 783 342 495
Nonrecurring tender offer charge 2,163 2,163
-------- -------- -------- --------
262,985 242,341 133,573 122,878
-------- -------- -------- --------
Earnings before income taxes 26,850 14,186 15,430 6,945
Income taxes 7,390 3,174 4,388 1,720
-------- -------- -------- --------
Net earnings $ 19,460 $ 11,012 $ 11,042 $ 5,225
======== ======== ======== ========
Earnings per common share $ 1.29 $ 0.74 $ 0.73 $ 0.35
======== ======== ======== ========
Dividends per common share $ 0.25 $ 0.25 $ 0.125 $ 0.125
======== ======== ======== ========
See notes to consolidated financial statements.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
1997 1996
-------- --------
(Unaudited)
Operating Activities:
Premiums collected $263,750 $243,895
Net investment income collected 19,060 17,381
Losses and loss adjustment expenses paid (178,933) (166,909)
Policy acquisition costs and general and
administrative expenses paid (77,663) (72,644)
Interest paid (3,281) (3,372)
Federal income taxes paid (5,047) (6)
Nonrecurring tender offer charge (102)
Other receipts (payments) 948 (57)
-------- --------
Net cash provided by operating activities 18,834 18,186
-------- --------
Investing Activities:
Maturities of fixed maturities
held to maturity 4,131 2,000
Maturities of fixed maturities
available for sale 30,672 32,309
Sales of fixed maturities
available for sale 35,955 31,389
Sales of equity securities 21,308 17,811
Sales of property and equipment 241 264
Redemption of mortgage loans 681
Net change in short-term investments (3,407) (11,925)
Purchases of fixed maturities
held to maturity (12,858)
Purchases of fixed maturities
available for sale (74,094) (43,944)
Purchases of equity securities (24,109) (17,397)
Net change in other long-term investments (924) (356)
Purchases of property and equipment (1,361) (2,238)
-------- --------
Net cash used in investing activities (11,588) (4,264)
-------- --------
Financing Activities:
Repayment of notes payable (375) (938)
Dividends paid (3,750) (3,741)
Proceeds from exercise of stock options 995 54
-------- --------
Net cash used in financing activities (3,130) (4,625)
-------- --------
Net Increase in Cash 4,116 9,297
Cash, Beginning of Period 3,988 6,794
-------- --------
Cash, End of Period $ 8,104 $ 16,091
======== ========
See notes to consolidated financial statements.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six and Three Months Ended June 30, 1997
NOTE 1 - GENERAL
The accompanying unaudited consolidated financial statements of
Guaranty National Corporation and subsidiaries (the "Company")
have been prepared in accordance with generally accepted
accounting principles applicable to interim reporting and do not
include all the information and footnotes required for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for
the year ending December 31, 1997.
These financial statements should be read in conjunction with
the financial statements and related notes included in the
Company's Annual Report to Shareholders and Form 10-K for the
year ended December 31, 1996, for the more complete explanations
therein.
Certain reclassifications have been made to the 1996 financial
statements to conform with presentations used in 1997.
NOTE 2 - EARNINGS PER SHARE
Earnings per common share has been computed using the weighted
average number of shares and equivalent shares outstanding of
15,053,857 and 14,967,244 for the six months ended June 30, 1997
and 1996, and 15,115,009 and 14,972,525 for the three months
ended June 30, 1997 and 1996, respectively. The common stock
equivalents are stock options which result in a dilutive effect
from assumed exercise of the options.
During the first quarter of 1997, Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" was
issued. This SFAS is effective for financial statements issued
for periods ending after December 15, 1997, including interim
periods; earlier application is not permitted. The SFAS replaces
primary earnings per share with basic earnings per share
(computed by dividing income available to common stockholders
(the numerator) by the weighted average number of common shares
outstanding (the denominator during the period). Adoption of
SFAS No. 128 would have had no effect on earnings per share for
June 30, 1997 and 1996.
NOTE 3 - INVESTMENTS
At June 30, 1997 and December 31, 1996, the estimated aggregate
fair value of fixed maturities held to maturity was $75,240,000
and $81,430,000, respectively, the cost of fixed maturities
available for sale was $393,793,000 and $382,415,000,
respectively, and the cost of equity securities was $78,741,000
and $69,658,000, respectively. At June 30, 1997 and December 31,
1996, the Company had investments in non-investment grade
securities with a cost of $57,393,000 and $55,205,000 which are
carried at fair values of $58,665,000 and $56,477,000,
respectively.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six and Three Months Ended June 30, 1997
Realized investment gains (losses), which include gains
(losses) on calls and maturities of fixed maturities, for the six
and three months ended June 30, 1997 and 1996, and write downs
for other-than-temporary investment impairments of approximately
$160,000 for the six months ended June 30, 1997, and
approximately $434,000 and $300,000 for the six and three months
ended June 30, 1996 are as follows (in thousands):
Six Months Ended Three Months Ended
June 30, 1997 June 30, 1997
---------------- ------------------
Fixed maturities
available for sale:
Gains $1,054 $ 578
Losses (612) (233)
------ ------
442 345
------ ------
Equity securities:
Gains 5,694 3,369
Losses (1,181) (171)
------ ------
4,513 3,198
------ ------
Total $4,955 $3,543
====== ======
Six Months Ended Three Months Ended
June 30, 1996 June 30, 1996
---------------- ------------------
Fixed maturities
available for sale:
Gains $ 948 $ 288
Losses (203) (183)
------ ------
745 105
------ ------
Equity securities:
Gains 4,048 2,242
Losses (1,204) (739)
------ -----
2,844 1,503
------ -----
Total $3,589 $1,608
====== ======
NOTE 4 - REINSURANCE
In the ordinary course of business, the Company reinsures
certain risks, generally on an excess of loss basis with other
insurance companies. Such reinsurance arrangements serve to
limit the Company's maximum loss per occurrence on individual
risks to $400,000, $300,000 on property losses and $600,000 for
catastrophe losses. Reinsurance does not discharge the primary
liability of the original insurer. Amounts recoverable from
reinsurers are recognized and estimated in a manner consistent
with the claim liabilities arising from the reinsured policies
and incurred but not reported losses.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six and Three Months Ended June 30, 1997
Premiums, losses, and loss adjustment expenses, including the
effect of reinsurance, are comprised of (in thousands):
Six Months Ended June 30, Three Months Ended June 30,
1997 1996 1997 1996
---------------- ---------------- ---------------- ----------------
Written Earned Written Earned Written Earned Written Earned
------- -------- ------- -------- ------- -------- --------- --------
Premiums:
Direct $276,113 $265,445 $247,392 $240,242 $140,625 $135,675 $122,190 $121,686
Assumed 21,817 19,327 22,990 19,276 9,630 9,465 11,153 9,717
Ceded (19,728) (21,500) (26,027) (25,099) (10,350) (10,543) (12,601) (12,454)
-------- -------- -------- -------- -------- -------- --------- --------
Net $278,202 $263,272 $244,355 $234,419 $139,905 $134,597 $120,742 $118,949
======== ======== ======== ======== ======== ======== ========= ========
% Assumed
to Net 7.84% 9.41% 6.88% 9.24%
==== ==== ==== ====
Incurred Incurred Incurred Incurred
-------- -------- -------- --------
Losses and loss
adjustment
expenses:
Direct $178,214 $163,275 $ 93,163 $ 76,918
Assumed 19,368 20,096 10,282 15,934
Ceded (14,456) (14,864) ( 9,181) (9,190)
-------- -------- -------- --------
Net $183,126 $168,507 $ 94,264 $ 83,662
======== ========= ======== ========
NOTE 5 - COMMITMENTS AND CONTINGENCIES
During 1995, the Company acquired Viking Insurance Company of
Wisconsin ("Viking") in a business combination accounted for as a
purchase. As part of the 1995 Viking acquisition, and based upon
Viking's favorable loss development since the acquisition date,
the Company estimates that is will pay Talegen Holdings, Inc.
("Seller") an additional purchase price in the maximum amount
agreed to in the purchase agreement. This amount, which is
approximately $4,333,000 plus interest at 6.28%, will be payable
to the Seller as of December 31, 1998. The Company has accrued
this amount and the related interest payable in the accompanying
consolidated balance sheet.
As discussed in the Company's report on Schedule 14D-9, filed
with the Securities and Exchange Commission on May 22, 1996, as
amended on June 1, 1996, June 7, 1996 and June 19, 1996, three
separate complaints naming the Company and one or more of its
directors, and Orion Capital Corporation ("Orion"), as defendants
were filed on behalf of the Company's shareholders, alleging that
the Orion tender offer was unfair and inadequate. On July 2,
1996, counsel for Orion and the Company signed a Memorandum of
Understanding resulting in the settlement and dismissal
of the three cases in June 1997, based on the revisions which the
Purchasers had made in the terms of the Offer to Purchase. In
the judgment of the Company's management, the costs incurred to
defend and settle these complaints did not have a materially
adverse effect on the results of the Company's operations. The
settlement costs have been accrued in the Company's
consolidated financial statements as of June 30, 1997.
In addition to the three complaints described above, the
Company is subject to litigation in the normal course of
operating its insurance business. The Company is not engaged in
any such litigation which it believes would have a material
adverse impact on its financial condition or results of
operations, taking into account the reserves established
therefore and giving effect to insurance.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six and Three Months Ended June 30, 1997
NOTE 6 - ACCOUNTING STANDARDS NOT YET ADOPTED
In June 1997 the Financial Accounting Standards Board ("FASB")
issued SFAS No. 130, "Reporting Comprehensive Income", which
requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as
other financial statements. This statement is effective for
periods beginning after December 15, 1997. Management is
currently evaluating the effects of this change on the Company's
financial statements.
Additionally, in June 1997 the FASB issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related
Information", which changes the way public companies report
information about segments. This statement is effective for
periods beginning after December 15, 1997. Management is
currently evaluating the effects of this change on the Company's
financial statements.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results for the First Six Months of 1997 Compared to the First Six
Months of 1996
Guaranty National Corporation and its subsidiaries (the
"Company") manage their property and casualty business in three
operating units: personal lines, commercial lines and collateral
protection insurance. Gross premiums written and GAAP combined
ratios by operating unit for the six months ended June 30, 1997
and 1996, are summarized below:
Six Months Ended
June 30,
1997 1996
-------- --------
(Dollars in thousands)
Personal Lines:
Gross premiums written $165,684 $127,244
GAAP combined ratio 95.6% 99.8%
Commercial Lines:
Gross premiums written $ 88,112 $105,143
GAAP combined ratio 104.7% 103.4%
Collateral Protection:
Gross premiums written $ 44,134 $ 37,995
GAAP combined ratio 97.5% 96.9%
Total:
Gross premiums written $297,930 $270,382
GAAP combined ratio 98.4% 100.7%
Personal lines gross premiums written increased 30% for the
first six months of 1997, compared to the first six months of
1996. The premium volume growth in the private passenger line of
business was due mainly to newly-enacted legislation in the state
of California which requires all drivers to maintain liability
insurance. This change in California law resulted in a
significant increase in the personal lines one-month product
business. The first six months gross premiums written in the
state of California were $75.7 million compared to $39.4 million
for the same period in 1996, representing 46% of total personal
lines premiums for the six months ended June 30, 1997. In
addition, 16 of the 27 other states in which personal lines
markets had growth in premium production for the first six months
of June 30, 1997. Although the extent and duration of the
increase in California premium can not be predicted, the Company
believes it will continue to record significant premium increases
through the remainder of 1997. Usually with a legislative change
similar to California there is a rapid escalation followed by a
corresponding falloff in policies-in-force. However, the Company
is not experiencing this trend in California. Presently, the
Company is encountering above average retention rates on the new
business written in California. In addition, any new business
generally has a higher loss ratio than seasoned business due to
higher frequency. Personal lines reserve estimates currently
anticipate an increase in frequency from the new California
business, but so far the higher frequency has not manifested
itself.
The personal lines loss ratio (incurred losses and loss
adjustment expense) for the first six months of 1997 was 71.3%,
compared to 74.4% for the first six months of 1996. The decrease
in the loss ratio resulted from a 5.0 point decrease in the
incurred loss component, partially offset by an increase in the
loss adjustment expense component of 1.9 points. The lower
incurred loss component is primarily due to lower claim
frequency. The loss adjustment expense ratio increase was due
mainly to this unit's continued emphasis on improving claim
handling and on reducing insurance fraud, which resulted in
higher legal expenses. During the second quarter of 1997, the
Company opened a second claims office in California as a result
of the growth in that state.
The personal lines expense ratio was 24.3% for the first six
months of 1997, compared to 25.4% for the first six months of
1996. The lower expense ratio is primarily due to the benefits
of integrating the Viking and Guaranty National personal lines
operations, spreading fixed costs over our increased premium
volume, and a greater
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
concentration of one-month product business in the state of
California, which has a lower overall agent commission rate.
During the first six months of 1997, commercial lines gross
premiums written decreased 16% when compared to the same period
in the prior year. The decrease was primarily the a result of
a 23% decrease in premiums in the commercial nonstandard
division, partially offset by a 12% increase in the commercial
standard division. The majority of the decrease is due to
the Company's position in the commercial nonstandard division to
maintain important underwriting standards in an increasingly soft
market, which has resulted from increased competition from large
standard carriers entering the nonstandard marketplace. The
remaining decrease is from agent and program cancellations
initiated in 1996. The commercial nonstandard division
plans to replace a portion of this premium loss by appointing new
agents, identifying new business opportunities and more closely
monitoring the production of existing agents. The increase in
gross premiums written for the commercial standard division is
primarily the result of an overall increase in premium production
for the first six months of 1997 in existing offices compared to
the same period in 1996.
The commercial lines loss ratio for the first six months of 1997
was 69.9%, compared to 70.9% for the same period last year. The
loss incurred component decreased by 2.6 points and the loss
adjustment expense component increased by 1.6 points. The
improvement in the loss incurred component was principally caused
by lower claim frequency and the result of underwriting actions
mentioned above. The increase in the loss adjustment expense
component is due to higher estimates of loss adjustment
expenses on general liability claims, which is needed to cover
high litigation costs on this line of business.
The commercial lines expense ratio increased 2.3 points to 34.8%
for the first six months of 1997 from 32.5% for the same period
last year, due mainly to the decrease in net premiums written
occurring faster than direct underwriting expenses, such as
salaries and related benefits, were reduced.
The collateral protection unit's gross premiums written
increased 16% for the first six months of 1997, compared to the
first six months of 1996. The premium volume growth is primarily
due to continued increased writing in the mortgage fire program
as well as the addition of a new mechanical breakdown program.
Gross premiums written from the mortgage fire product for the
first six months of 1997 were $6,114,000 as compared to gross
premiums in the first six months of 1996 of $3,075,000. The
mechanical breakdown program's gross premiums written for the
first six months of 1997 were $3,708,000.
The collateral protection unit's loss ratio was 61.9% and 63.5%
for the first six months of 1997 and 1996, respectively. The
loss incurred component decreased by 1.3 points and the loss
adjustment expense component decreased by 0.3 points. This is
primarily due to the mortgage fire program having a lower loss
ratio compared to other business the unit writes. In addition,
the loss incurred component for the first six months
of 1996 was abnormally high due to the Northeast blanket vendor
single interest and Puerto Rico business which experienced
unfavorable results in early 1996. During 1996, the unit
implemented underwriting and pricing adjustments and canceled
problematic accounts. The unit's expense ratio increased 2.2
points for the first six months of 1997 compared to the first six
months of 1996, primarily due to higher agency contingent
commissions, which increased proportionately as a result of the
improved loss ratio.
The Company operates under a reinsurance contract that provides
both excess of loss and property catastrophe coverage up to
$6,000,000 per occurrence for all major lines of business. This
primary reinsurance contract serves to limit the Company's
maximum loss per occurrence on casualty losses to $400,000,
$300,000 on property losses and $600,000 for catastrophe losses.
The Company also has an additional layer of catastrophe coverage
up to 95% of $14,000,000 per loss occurrence, for total
catastrophe protection of $20,000,000. The Company continues to
utilize facultative reinsurance for certain risks, primarily
umbrella and property coverages.
The Company's insurance operating units in total showed
$2,074,000 of adverse development on 1996 and prior loss
reserves, net of reinsurance, in the first six months of 1997,
compared to $251,000 of favorable development in the first six
months of 1996 on 1995 and prior loss reserves, net of
reinsurance. This development equates to 0.7% and (0.2%) of net
loss reserves at the end of the previous years 1996 and 1995,
respectively. The commercial lines unit had adverse development of
$1,206,000 due primarily to allocated loss adjustment expense costs emerging
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
higher than expected and more significantly an increase in
reserves intended to reduce the possibility of adverse
development in future years. The collateral protection unit had
adverse development of $2,260,000 principally related to
unexpectedly high paid losses on the Northeast blanket vendor
single interest business written during 1996. The personal lines
unit had favorable development of $1,392,000, which is mainly
attributable to lower estimates of future claim payments
on prior accident year losses.
During the first six months of 1997, the Company's known
exposure to environmental losses remained consistent with the
activity reported as of December 31, 1996. Considering the
minimal claim activity to date and the nature of the business
written, primarily automobile coverage, the Company continues
to believe that a material exposure to environmental losses
does not exist. For the six month period ended June 30, 1997,
the Company's catastrophe losses amounted to approximately
$425,000, or three cents per share, net of tax and reinsurance
recoveries. This compares to catastrophe losses of $1,040,000,
or seven cents per share, net of tax and reinsurance recoveries,
during the six month period ended June 30, 1996. Company
management believes that its exposure to such catastrophic losses
is limited due to the spread of geographic coverage and the
prudent level of reinsurance retention in the event of a single loss.
Overall, the Company reported net earnings for the first six
months of 1997 of $19,460,000, or $1.29 per share, compared to
net earnings for the first six months of 1996 of $11,012,000, or
$0.74 per share. Net earnings increased 77% primarily as a
result of the lower loss ratio and the growth of the personal
lines unit, as discussed above.
Pretax net investment income increased $3,089,000 in the first
six months of 1997, compared to 1996, while after-tax net
investment income increased to $16,254,000 from $14,405,000 for
the same period. These increases are due mainly to continuing
positive cash flow and increased earnings from limited
partnership equity interests.
The investment yield, on an after-tax basis, for the first six
months of 1997 remained constant at approximately five percent.
After-tax realized investment gains in the first six months of
1997 and 1996 were $3,221,000 and $2,333,000, respectively. The
after-tax realized investment gain for the first six months of
1997 and 1996 include the effects of a $104,000 and $282,000,
respectively, after-tax, permanent investment impairment recorded
by the Company. The increase in after-tax realized investment
gains was attributable primarily to sales from the Company's
equity portfolio. During the first six months of 1997, the
strong equity market has enabled the Company to take the realized
gains without reducing its total investments in equities. The
Company's overall investment portfolio continues to be invested
primarily in fixed maturities and short-term investments, which
represented 83% and 85% of the portfolio as of June 30, 1997 and
December 31, 1996, respectively.
Securities are classified as available for sale and recorded at
fair value, unless they meet the Company's criteria for
classification as held to maturity. Such criteria include
investment grade bonds with stated maturities of less than ten
years. The unrealized investment gains on fixed maturities
available for sale and on equity securities as of June 30, 1997,
were $8,688,000 and $25,120,000, respectively. This compares to
unrealized investment gains on fixed maturities available for
sale and on equity securities as of December 31, 1996 of
$7,875,000 and $18,444,000, respectively. The increase in
unrealized gains on the fixed portfolio was due mostly to the
rise in our high yield securities which we have strategically,
but conservatively positioned in our fixed portfolio to take
advantage of higher yields. The market value of the Company's
fixed maturity investments generally varies inversely with
changes in the general level of interest rates. The market value
of federal agency and other mortgage pool securities of
$47,555,000 as of June 30, 1997, is subject to additional market
value volatility due to the impact of changes in prepayment rates
on the mortgages which underlie such securities.
The Company's holdings in noninvestment grade bonds as of June
30, 1997 and December 31, 1996 were approximately eight percent
of total invested assets. Total investments held by the Company
include highly rated fixed maturities (rated AAA or AA) of 46% at
June 30, 1997, and 50% at December 31, 1996. The Company
continues to maintain a low level of real estate related
investments, consisting primarily of federal agency mortgage
pools.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
Results for the Quarters Ended June 30, 1997 and June 30, 1996
Gross premiums written and GAAP combined ratios by operating
unit, for the quarters ended June 30, 1997 and 1996, are
summarized below:
Three Months Ended
June 30,
1997 1996
-------- --------
(Dollars in thousands)
Personal Lines:
Gross premiums written $ 82,963 $ 61,962
GAAP combined ratio 94.7% 98.8%
Commercial Lines:
Gross premiums written $ 45,814 $ 53,179
GAAP combined ratio 104.6% 102.4%
Collateral Protection:
Gross premiums written $ 21,478 $ 18,202
GAAP combined ratio 97.7% 96.3%
Total:
Gross premiums written $150,255 $133,343
GAAP combined ratio 97.8% 99.6%
Personal lines gross premiums written increased 34% for the
second quarter of 1997, compared to the second quarter of 1996.
The increase in gross premiums written was due principally to
premium generated from the state of California, an increase of
86%, as discussed above, as well as from the states of Colorado
and Oregon, an increase of 45% and 30%, respectively. The 4.1
point decrease in the GAAP combined ratio was caused by the
improved loss and expense ratios, which were impacted by the
growth in premium production, and the operating efficiencies of
the recently combined personal lines operations, as discussed
above.
The commercial lines gross premiums written decreased 14% for
the second quarter of 1997, compared to the second quarter of
1996. The decrease was primarily as a result of a 20% decrease in
premiums in the commercial nonstandard division, partially offset
by a nine percent increase in the commercial standard division.
The commercial lines GAAP combined ratio increased 2.2 points for
the second quarter of 1997, compared to the second quarter of
1996, and was primarily caused by an increase in the expense
ratio resulting from the lower level of premium production.
The collateral protection unit's gross premiums written
increased 18% for the second quarter of 1997, compared to the
second quarter of 1996, due to its mortgage fire and new
mechanical breakdown programs. The mortgage fire program's gross
written premiums increased 185% for the second quarter of 1997,
compared to the same period in 1996, while the mechanical
breakdown program's gross premiums written for the second quarter
of 1997 were $2,514,000. The unit's GAAP combined ratio
increased 1.4 points for the three month period ended June 30,
1997, compared to the same period in the prior year. The
increase in the GAAP combined ratio resulted from a 8.3 points
increase in the loss ratio, which was offset proportionately by a
6.9 points decrease in the expense ratio. The higher loss ratio
and lower expense ratio for the second quarter of 1997 is
primarily due to adverse development related to the Northeast
blanket vendor single interest program, which is partially offset
by lower agency contingent commissions.
Liquidity and Capital Resources
Positive cash flow from operations of $18,834,000 was generated
for the first six months of 1997 compared to $18,186,000 for the
first six months of 1996. The operating cash flow remained
relatively constant and was primarily the result of a combination
of higher premiums, mainly from the personal lines unit, and net
investment income collected. This was offset mainly by the
commercial lines loss and loss adjustment expense payments not
declining in proportion to the decline in commercial premium
and higher acquisition expenses related to premium production.
In addition, 1997 cash flow from operations was adversely
impacted by the higher level of
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
federal incomes taxes paid in the first six months of 1997 as
compared to the same period in 1996. An overpayment in 1995
reduced taxes paid in 1996 to nearly zero.
Net cash used in investing activities was $11,588,000 for the
first six months of 1997, compared to $4,264,000 for the first
six months of 1996. The increase in funds used in investing
activities in 1997 was related primarily to increases in fixed
maturities, equity securities and long term investments. These
increased investment acquisitions were partially offset by cash
proceeds received from maturities of short term investments, as
well as sales of equity and fixed maturity securities.
Cash used in financing activities was $3,130,000 and $4,625,000
for the first six months of 1997 and 1996, respectively. During
the first six months of 1997, the Company made $375,000 in
principal payments on its 6.5% term loan compared to $938,000 in
the same period last year. As of June 30, 1997, the Company had
$10,000,000 of funds available under its reducing, revolving
credit facility. For the first six months of 1997 the Company
received proceeds of $995,000 from the exercise of stock options
as compared to $54,000 for the same period in 1996. The Company
declared and paid a regular quarterly dividend of $.125 a share
in the first two quarters of 1997 and 1996.
The Company's level of short-term investments was 14.2% of
total invested assets at both June 30, 1997 and December 31,
1996. Overall, the Company maintains sufficient liquidity in its
investment portfolio through its short-term investment holdings
to meet operating cash payment requirements.
In the second quarter of 1997, Fred T. Roberts, Senior Vice
President and President of the Commercial Lines Unit since
November 1995, announced his pending retirement at the end of
1997.
Forward Looking Statements
Some of the statements made in the Form 10-Q Report, as well as
statements made by the Company in periodic press releases, total
statements made by the Company's officials to analysts and
shareholders in the course of presentations about the Company and
conference calls following earnings releases, constitute "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-
looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from
any future results, performance of achievements expressed or
implied by the forward-looking statements. Such factors include,
among the other things (i) general economic and business
conditions (ii) interest rate changes; (iii) competition and
regulatory environment in which the Company operates; (iv) claims
frequency; (v) claims severity; (vi) severe adverse weather
conditions; (vii) the cost of automobile repair; (viii) the
number of new and renewal policy application submitted by the
Company's agents; (ix) changes in the renewal rate on policies
written in the state of California; and (x) other factors over
which the Company has little or no control.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is routinely engaged in litigation incidental to
its business. In June 1997, the three outstanding lawsuits
related to the Orion Tender Offer were settled and dismissed.
In the judgment of the Company's management, the costs incurred
to defend and settle these complaints did not have a materially
adverse effect on the results of the Company's operations. The
settlement costs have been accrued in the Company's consolidated
financial statements. See Note 17 to the Consolidated Financial
Statements in the Company's Annual Report to Shareholders and Form
10-K for the year ended December 31, 1996, for further discussion
of these costs. In the judgment of the Company's management, at
June 30, 1997, the Company is not engaged in any such litigation
which it believes would have a material adverse impact on its
financial condition or results of operation, taking into account
the reserves established therefore and giving effect to insurance.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 13, 1997,
14,975,497 shares of Guaranty National Corporation's ("Guaranty")
Common Stock were outstanding and entitled to vote (the
"Outstanding Common Stock"), and a quorum of 13,345,703 shares of
the Outstanding Common Stock or 89.1% were represented at the
meeting in person or by proxy. At that meeting, the following
nominees were elected as the Board of Directors of Guaranty:
Number of Shares Number of Shares
Voted For Withheld
---------------- ----------------
W. Marston Becker 13,334,902 10,801
Alan R. Gruber (see below) 13,334,052 11,651
Vincent T. Papa 13,334,231 11,472
Robert B. Sanborn 13,334,902 10,801
William J. Shepherd 13,334,802 10,901
Roger B. Ware 13,334,902 10,801
Richard R. Thomas 13,334,902 10,801
Dennis J. Lacey 13,335,975 9,728
M. Ann Padilla 13,334,581 11,122
Tucker Hart Adams 13,333,731 11,972
James R. Pouliot 13,334,902 10,801
Consequently, all directors received the affirmative vote of at
least 13,333,731 shares, or 89.0%, of the Outstanding Common
Stock (99.9% of the shares voted at the meeting). The
appointment of Deloitte & Touche LLP as the auditors of Guaranty
for 1997 was ratified by the affirmative vote of 12,460,621
shares, or 83.2%, of the Outstanding Common Stock (93.4% of the
shares voted at the meeting), with 830,315 shares voting against
the proposal and 2,440 shares abstaining. The Guaranty National
Corporation Equity Incentive Plan was ratified by the affirmative
vote of 13,337,603 shares or 89.1%, of the Outstanding Common
Stock (99.9% of the shares voted at the meeting), with 8,100
shares voting against the proposal and no shares abstaining.
There were no "broker non-votes" on either of the three
proposals.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
Alan R. Gruber passed away in April 1997, shortly before the
Annual Meeting of Stockholders. The Company has no present plans
to fill the resulting vacancy on the Board.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.2 Property First Catastrophe Excess of Loss
Contract, effective January 1, 1997, issued to
Guaranty National Insurance Company, Colorado Casualty
Insurance Company, Peak Property and Casualty
Insurance Corporation, Guaranty National Insurance
Company of California, Landmark American Insurance
Company, Viking Insurance Company of Wisconsin,
Viking County Mutual Insurance Company by
Towers Perrin Reinsurance.
10.3 Property Second Catastrophe Excess of Loss
Contract, effective January 1, 1997, issued to
Guaranty National Insurance Company, Colorado Casualty
Insurance Company, Peak Property and Casualty Insurance
Corporation, Guaranty National Insurance Company of
California, Landmark American Insurance Company, Viking
Insurance Company of Wisconsin, Viking County Mutual
Insurance Company by Towers Perrin Reinsurance.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant
during the quarter.
<PAGE>
GUARANTY NATIONAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Guaranty NationalCorporation
By: s/James R.Pouliot
James R. Pouliot,President and
Chief Executive Officer
(Principal Executive Officer)
By: s/Michael L.Pautler
Michael L. Pautler, Senior Vice
President-Finance and Treasurer
(Principal Financial Officer)
By: s/Shelly J. Hengsteler
Shelly J. Hengsteler
Controller and Assistant Treasurer
(Principal Accounting Officer)
DATE: August 4, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS FINANCIAL SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
GUARANTY NATIONAL CORPORATIONS'S FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRELY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 402,481
<DEBT-CARRYING-VALUE> 74,378
<DEBT-MARKET-VALUE> 75,240
<EQUITIES> 103,861
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 695,529
<CASH> 8,104
<RECOVER-REINSURE> 85,811
<DEFERRED-ACQUISITION> 46,751
<TOTAL-ASSETS> 971,074
<POLICY-LOSSES> 371,362
<UNEARNED-PREMIUMS> 167,152
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 101,313
0
0
<COMMON> 137,392
<OTHER-SE> 122,370
<TOTAL-LIABILITY-AND-EQUITY> 971,074
263,272
<INVESTMENT-INCOME> 21,608
<INVESTMENT-GAINS> 4,955
<OTHER-INCOME> 0
<BENEFITS> 183,126
<UNDERWRITING-AMORTIZATION> 69,336
<UNDERWRITING-OTHER> 6,527
<INCOME-PRETAX> 26,850
<INCOME-TAX> 7,390
<INCOME-CONTINUING> 19,460
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,460
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.29
<RESERVE-OPEN> 284,681
<PROVISION-CURRENT> 181,052
<PROVISION-PRIOR> 2,074
<PAYMENTS-CURRENT> 75,323
<PAYMENTS-PRIOR> 103,610
<RESERVE-CLOSE> 288,874
<CUMULATIVE-DEFICIENCY> 2,074
</TABLE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
THE HANOVER INSURANCE COMPANY
NEW HAMPSHIRE
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 4.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 4.00%
share
of the premium named therein.
Signed in Florham Park, New Jersey, this 14th day of April, 1997,
ALLMERICA RE for and on behalf of
THE HANOVER INSURANCE COMPANY
BY s/Phillip A. Ward
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No. 9612/166324
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
EVEREST REINSURANCE COMPANY
DELAWARE
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 17.25% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 17.25%
share
of the premium named therein.
Signed in Newark, New Jersey, this 28 day of March, 1997,
EVEREST REINSURANCE COMPANY
BY s/Halina Herc
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
FIRST EXCESS & REINSURANCE CORPORATION
MISSOURI
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 5.75% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 5.75%
share
of the premium named therein.
Signed in Overland Park, Kansas this 3 day of April, 1997,
FIRST EXCESS & REINSURANCE
CORPORATION
BY s/Michael C. S. Burn
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
HANNOVER RUCKVERSICHERUNG AG
HANNOVER, GERMANY
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 5.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 5.00%
share
of the premium named therein.
Signed in Hannover, Germany, this 3rd day of April, 1997,
HANNOVER RUCKVERSICHERUNG AG
hannover re
Hannover
BY Ruckversicherungs-Aktiengesellschaft
s/Konrad Rentrup
TITLE North American Treaty
Dpt.-VR 10 Ref.-No. MO 2648
Towers Perrin
Reinsurance <PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
INSURANCE COMPANY OF THE WEST
CALIFORNIA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 19.50% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 19.50%
share
of the premium named therein.
Signed in San Diego, California this 17th day of March, 1997,
INSURANCE COMPANY OF THE WEST
BY s/Elaine Lamb
TITLE Product Management Specialist
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
NATIONWIDE MUTUAL INSURANCE COMPANY
OHIO
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 20.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 20.00%
share
of the premium named therein.
Signed in Columbus, Ohio, this 21st day of March, 1997,
NATIONWIDE MUTUAL INSURANCE
COMPANY
BY s/Robert J. Wilson
TITLE Reinsurance Manager
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
NEW JERSEY RE-INSURANCE COMPANY
NEW JERSEY
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 2.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 5.75%
share
of the premium named therein.
Signed in West Trenton, New Jersey, this 29th day of April,
1997,
NEW JERSEY RE-INSURANCE COMPANY
BY s/Thomas A Lynch
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
MINNESOTA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 12.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 12.00%
share
of the premium named therein.
Signed in New York, New York, this 4th day of April, 1997,
ST PAUL FIRE AND MARINE INSURANCE
through ST. PAUL REINSURANCE
MANAGEMENT CORPORATION
BY s/Cathryn Carea
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
UNITED FIRE & CASUALTY COMPANY
IOWA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 2.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 2.00%
share
of the premium named therein.
Signed in Cedar Rapids, Iowa, this 27th day of March, 1997,
UNITED FIRE & CASUALTY COMPANY
BY s/John A. Cruice
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(herinafter called the "Reassured")
by
WINTERTHUR REINSURANCE CORPORATION OF AMERICA
NEW YORK
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 12.50% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 12.50%
share
of the premium named therein.
Signed in New York, New York, this 14th day of April, 1997,
WINTERTHUR REINSURANCE
CORPORATION OF AMERICA
BY s/Scott M. Emanuele
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
and signed in Englewood, Colorado, this 18th day of June, 1997.
BY s/Fred T. Roberts
TITLE President, Commercial Division
PART OF THE
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
Towers Perrin
Reinsurance
<PAGE>
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
LANDMARK ARMERICAN INSURANCE COMPANY
VIKING INSURANCE COMPANY OF WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
PROPERTY FIRST CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL STANDARD TIME
INDEX
ARTICLE SUBJECT PAGE
PREAMBLE ___________________.1.
1 BUSINESS COVERED _______________1.
2 TERM _____________________ . 1.
3 DEFINITION OF POLICIES _____________1.
4 TERRITORY ___________________.1.
5 EXCLUSIONS _.. _________________2.
6 RETENTION AND LIMIT ______________3.
7 REINSTATEMENT_________________3.
8 DEFINITION OF LOSS OCCURRENCE________..4.
9 NET LOSS____________________..5.
10 NET RETAINED LINES_______________6.
11 LIABILITY OF THE REINSURER___________6.
12 NOTICE OF LOSS AND LOSS SETTLEMENT_____..6.
13 SALVAGE AND SUBROGATION___________7.
14 PREMIUM ____________________..7.
15 CURRENCY____________________8.
16 ERRORS AND OMMISSIONS____________..8.
17 TAXES______________________.8.
18 ACCESS TO RECORDS _______________8
19 INTERMEDIARY__________________9
20 INSOLVENCY___________________.9
21 ARBITRATION___________________9
22 RESERVES____________________.10
23 SERVICE OF SUIT_________________12
24 OFFSET_____________________..12
25 ENTIRE AGREEMENT_______________.13
ATTACHMENTS
NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE
- -
REINSURANCE
POOLS EXCLUSION CLAUSE
Towers Perrin
Reinsurance
<PAGE>
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
LANDMARK AMERICAN INSURANCE COMPANY
VIKING INSURANCE COMPANY OF WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
PREAMBLE
The Reinsurers hereby reinsure the net excess liability
of the Reassured resulting from any loss occurrence or loss
occurrences which may take place during the term of this Contract
under the Reassured's policies subject to the following
conditions:
ARTICLE 1., BUSINESS COVERED
This Contract shall cover policies in force at the
inception of this Contract or written or renewed subsequent to
its inception, issued by or on behalf of the Reassured and
classified by the Reassured as property including Fire, Allied
Lines, Inland Marine, Section I of Farmers Multiple Peril,
Homeowners Multiple Peril and Commercial Multiple Peril and Auto
Physical Damage but excluding Collision.
ARTICLE 2., TERM
A. The term of this Contract shall be from 12:01 a.m.,
Local Standard
Time, January 1, 1997 through 12:01 a.m., Local Standard Time,
January 1, 1998.
B. If this Contract should terminate while a loss
occurrence covered hereunder is in progress, the Reinsurers shall
be liable subject to all other conditions of this Contract, for
their share of all individual losses resulting from such loss
occurrence whether any such individual losses take place before
or after such termination.
ARTICLE 3., DEFINITION OF POLICIES
The term "policies", whenever used herein, shall mean
all binders, policies, contracts, certificates and other
obligations, whether oral or written, of insurance.
ARTICLE 4., TERRITORY
Subject to all other terms and conditions of this
Contract, this Contract shall apply to losses occurring anywhere
within the territorial limits of the Reassured's policy by which
it was insured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 5., EXCLUSIONS
A. This Contract does not apply to and specifically excludes
the following:
1. Business classified by the Reassured as Accident and Health,
Workers' Compensation, Employers' Liability. all
forms of third
party Bodily Injury Liability, and Fidelity and
Surety;
2. Hail damage to growing or standing crops;
3 Nuclear incidents in accordance with the Nuclear
Incident
Exclusion Clause - Physical Damage - Reinsurance
attached
to and forming part of this Contract,
4. Reinsurance treaty business, including pro rata and excess
of
loss, assumed by the Reassured, but not to exclude
business
from State and County Mutual Fire, Security
Insurance of
Hartford and affiliated companies;
5. Pools, Associations and Syndicate business as
excluded by
the provisions of the "Pools Exclusions Clause"
attached to
and forming part of this Contract;
6 Loss or damage 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 but not excluding
loss or
damage which would be covered under a standard of
policy containing a standard War Exclusion Clause;
7. Financial Guaranty and Insolvency;
8. All liability of the Reassured arising by contract,
operation of law, or otherwise, from its participation or
membership, whether voluntary or involuntary, in any
insolvency fund shall be excluded hereunder. "Insolvency
Fund" includes any guaranty 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 Reassured 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;
9. Loss/or Damage/or Costs/or Expenses arising from
Seepage and/or Pollution and/or Contamination, other than
Contamination from Smoke Damage. Nevertheless, this
exclusion does not preclude any payment of the
cost of the removal of debris of property damaged
by a loss otherwise
Towers Perrin
Reinsurance
<PAGE>
covered hereunder, but subject always to a limit
of 25.0% of the
Reassured's Property loss under the original
policy. It is agreed
that all business the subject of the Contract
contains the full I.S.O.
Seepage and Pollution Exclusion Clause or so
deemed.
B. Policies or coverages excluded under the provisions of
this ARTICLE 5., EXCLUSIONS, (other than items (3), (6), (7) and
(9) which are inadvertently issued or issued in error or issued
without the Reassured's knowledge and consent shall be covered
hereunder provided such policies are canceled or reinsured
elsewhere as soon as possible upon the Reassured's Home Office
Underwriting Management becoming aware that they are excluded.
ARTICLE 6., RETENTION AND LIMIT
The Reinsurers shall be liable for each and every loss
occurrence, irrespective of the number and kinds of risks and
perils involved, for 95% of the net loss in excess of $10,000,000
each and every loss occurrence; but the Reinsurers' shall not be
liable for more than $9,500,000 (being 95% of $10,000,000) for
each and every loss occurrence. In the event the aggregate
losses recoverable under this Contract are expected to exceed
$18,000,000, the Reassured shall immediately notify the State of
Colorado Division of Insurance of the impending exhaustion of the
reinsurance coverage.
ARTICLE 7., REINSTATEMENT
A. Each claim hereunder shall reduce the amount of the
Reinsurers' liability from the time of the occurrence of the loss
by the sum paid, but the sum so exhausted immediately shall be
reinstated from the time of the occurrence of the loss.
B. For each amount so reinstated, the Reassured agrees to
pay an additional premium calculated by multiplying 100% of the
annual premium hereon by the product of the percentage that the
amount reinstated bears to the limit (i.e. $9,500,000) of this
Contract. Nevertheless, the liability of the Reinsurers shall
never be more than $9,500,000 in respect of any one loss
occurrence, nor more than $19,000,000 in all in respect of all
losses occurring during the term of this Contract.
C. A provisional reinstatement premium shall be. paid by
the Reassured at the time the Reinsurers pay the loss giving rise
to the reinstatement premium through an offset of the provisional
reinstatement premium due the Reinsurers against the loss payment
due the Reassured, with only the net amount due to be remitted by
the Reinsurers to the Reassured. The amount of this provisional
reinstatement premium shall be based on 100% of the estimated
annual reinsurance premium as calculated in Paragraph A. of
ARTICLE 14., PREMIUM (or the annual deposit premium as stated in
Paragraph C. of ARTICLE 14., PREMIUM, if prior to the conclusion
of a full calendar year).
Towers Perrin
Reinsurance
<PAGE>
D. As promptly as possible after the loss has been paid by
the Reinsurers and the annual reinsurance premium hereunder has
been finally determined, the Reassured shall prepare and submit
to the Reinsurers a final statement of reinstatement premium
due. Any reinstatement premium shown to be due the Reinsurers
(less prior payments, if any) shall be remitted by the Reassured
with its statement. Any return reinstatement premium shown to be
due the Reassured shall be remitted by the Reinsurers as promptly
as possible after receipt of the Reassured's final statement.
ARTICLE 8., DEFINITION OF 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 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 Reassured 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
Reassured 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.
2. As regards riot, riot attending a strike, civil
commotion, vandalism and malicious mischief, all
individual losses sustained by the Reassured
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 assured'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
opening paragraph of this
ARTICLE 8., DEFINITION OF LOSS OCCURRENCE) 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 Reassured's "Loss Occurrence".
TowersPerrin
Reinsurance
<PAGE>
4. 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
Reassured's "Loss
Occurrence".
B. For all "Loss Occurrences", other than those referred
to in subparagraph A. 2. of this ARTICLE 8.. DEFINITION OF LOSS
OCCURRENCE, the Reassured 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 Reassured 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 Occurrences" referred to in sub-
paragraph A. 1. of this ARTICLE B., DEFINITION OF LOSS OCCURRENCE
where only one such period of 72 consecutive hours shall apply
with respect to one event.
C. As respects those "Loss Occurrences" referred to in sub-
paragraph A.
2. of this ARTICLE B., DEFINITION OF LOSS OCCURRENCE, if the
disaster, accident or loss occasioned by the event is of greater
duration than 72 consecutive hours, then the Reassured 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
Reassured 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 9., NET LOSS
A. The term "net loss" shall mean the actual loss incurred
by the Reassured under policies covered hereunder. Such loss
shall include sums paid in settlement of claims and suits and in
satisfaction of judgments, including prejudgment interest when
added to a judgment. Such loss also shall include all allocated
loss adjustment expenses paid by the Reassured including but not
limited to expenses sustained in connection with settlement and
litigation of claims and suits, satisfaction of judgments,
resistance to or negotiations concerning a loss (which shall
include the pro rata share of the Reassured's outside employees
according to the time occupied in adjusting such loss and the
expenses of. the Reassured's employees while diverted from their
normal duties to the service of field adjustment but shall not
include any salaries of officers nor normal overhead expenses of
the Reassured) and any interest on judgments other than
prejudgment interest when added to a judgment.
B. All salvages, recoveries, payments and reversals or
reductions of verdicts or judgments (net of the cost of obtaining
such salvage, recovery, payment or reversal or reduction of a
verdict or judgment) whether recovered, received or obtained
prior or subsequent to loss settlement under this Contract,
including
Towers Perrin
Reinsurance
<PAGE>
amounts recoverable under other reinsurance whether collected or
not, shall be applied as if recovered, received or obtained prior
to the aforesaid settlement and shall be deducted from the actual
losses sustained to arrive at the amount of the net loss.
Nothing in this ARTICLE 9., NET LOSS, shall be construed to mean
losses are not recoverable until the net loss to the Reassured
finally has been ascertained.
ARTICLE 10., NET RETAINED LINES
A. This Contract applies only to that portion of any
insurance or reinsurance which the Reassured 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 insurance or reinsurance which the Reassured
retains net for its own account shall be included.
B. It is agreed, however, that the amount of the
Reinsurers' liability hereunder in respect of any loss or losses
shall not be increased by reason of the inability of the
Reassured 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.
C. It is understood that the Reassured carries
underlying per risk excess
reinsurance, recoveries under which shall inure to
the benefit of the Reinsurers
hereunder and shall be deducted in determining the
net loss subject to this Contract.
ARTICLE 1., LIABILITY OF THE REINSURER
A. The liability of the Reinsurers shall follow that of
the Reassured in every case, and be subject in all respects to
all the general and special stipulations, clauses, waivers and
modifications of the Reassured's policies and any endorsements
thereon.
B. All terms of this Contract shall be subject to the laws
of the state of Colorado.
C. Nothing herein shall in any manner create any
obligations or establish any rights against the Reinsurers in
favor of any third party or any persons not parties to this
Contract.
ARTICLE 12., NOTICE OF LOSS AND LOSS SETTLEMENT
A. The Reassured shall advise the Reinsurers promptly of
all loss occurrences which, in the opinion of the Reassured, may
result in a claim hereunder and of all subsequent developments
thereto which, in the opinion of the Reassured, may materially
affect the position of the Reinsurers. Inadvertent omission or
oversight in giving such notice shall in no way affect the
liability of the Reinsurers. However, the Reinsurers shall be
informed of such omission or oversight promptly upon its
discovery.
Towers Perrin
Reinsurance
<PAGE>
B. All loss settlements made by the Reassured, provided
they are within the terms of this Contract, shall be
unconditionally binding upon the Reinsurers, who agree to pay all
amounts for which they may be liable immediately upon being
furnished by the Reassured with reasonable evidence of the amount
due.
ARTICLE 13., SALVAGE AND SUBROGATION
The Reinsurers shall be credited with salvage (i.e.,
reimbursement obtained or recovery made by the Reassured, less
the actual cost, excluding salaries of officials and employees of
the Reassured and sums paid to attorneys as retainer, of
obtaining such reimbursement or making 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
Reassured for its primary loss. The Reassured 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 14, PREMIUM
A. The premium due the Reinsurers shall be calculated by
applying a rate of .346% to the Reassured's gross net written
premium income during the term of this Contract.
The term "gross net written premium income" shall mean
gross premiums written on business covered hereunder less
premiums paid for reinsurance, recoveries under which would
reduce the loss under this Contract.
B. For purposes of this Contract, 100% of the Reassured's
written premium for property including Fire, Allied Lines, Inland
Marine, Section I of Farm owners Multiple Peril, Homeowners
Multiple Peril and Commercial Multiple Peril and Auto Physical
Damage excluding Collision shall be reported hereunder.
C. A deposit premium of $308,500, shall be payable to the
Reinsurers in four equal installments of $77,125, each, the first
payment being due at inception of this Contract and the second
and subsequent payments being payable as of April 1, July 1 and
October 1, 1997. This Contract shall be subject to a minimum
premium of $246,800. As promptly as possible after the
termination of this Contract, the Reassured shall render a
statement to the Reinsurers showing the actual reinsurance
premiums due hereunder, calculated as provided in Paragraph A. of
this ARTICLE 14., PREMIUM, and, if the premium so calculated is
greater than the deposit premium, the additional premium shall
hereupon be paid to the Reinsurers. If the premium so calculated
in Paragraph A. of this ARTICLE 14., PREMIUM, is less than the
minimum premium, Reinsurers will immediately return the
difference between the minimum premium and the deposit premium
previously paid by the Reassured. If the premium calculated in
Paragraph A. of this ARTICLE 14., PREMIUM, is greater than the
minimum premium but less than the deposit premium. Reinsurers
will immediately return the difference between the reinsurance
premium due and the deposit premium previously paid by the
Reassured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 15.,CURRENCY
Whenever the word "Dollars" or the I" 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.
Amounts paid or received by the Reassured 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 Reassured.
ARTICLE 16., ERRORS AND OMISSIONS
Inadvertent delays, errors or omissions made in
connection with this Contract shall not relieve either party from
any liability which would have attached had such delay, error or
omission not occurred, provided always that such delay, error or
omission shall be rectified as soon as possible after discovery
by the Reassured's Home Office.
ARTICLE 17., TAXES
In consideration of the terms under which this Contract
is issued, the Reassured undertakes not to claim any deduction of
the premium hereon when making Canadian tax returns or when
making tax returns, other than income or profits tax returns, to
any state or territory of the United States of America or to the
District of Columbia.
ARTICLE 18., ACCESS TO RECORDS
The Reassured shall place at the disposal of the
Reinsurers at all reasonable times, and the Reinsurers shall have
the right to inspect through their designated representatives,
during the term of this Contract and thereafter, all books,
records and papers of the Reassured in connection with any
reinsurance hereunder, or the subject matter hereof.
ARTICLE 19., INTERMEDIARY
Towers Perrin Reinsurance 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 Reassured or the
Reinsurers through Towers Perrin Reinsurance, Mellon Bank Center,
1735 Market Street, Philadelphia, Pennsylvania, 19103-7501.
Payments by the Reassured to the Intermediary shall be deemed to
constitute payment to the Reinsurers. Payments by the Reinsurers
to the Intermediary shall be deemed to constitute payment to the
Reassured only to the extent that such payments are actually
received by the Reassured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 20., INSOLVENCY
A. In the event of insolvency of the Reassured, the
reinsurance under this Contract shall be payable by the
Reinsurers to the Reassured or to its liquidator, receiver, or
statutory successor on the basis of the liability of the
Reassured under the policy or policies reinsured without
diminution because of the insolvency of the Reassured.
B. It is further agreed that the liquidator, or receiver,
or statutory successor of the Reassured shall give written notice
to the Reinsurers of the pendency of any claim against the
Reassured on the policies reinsured within a reasonable time
after such claim is filed in the insolvency proceeding, and that
during the pendency of such claim the Reinsurers may investigate
such claim and interpose, at their own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses
which they may deem available to the Reassured or to its
liquidator, or receiver, or statutory successor. The expense
thus incurred by the Reinsurers shall be chargeable, subject to
court approval, against the Reassured as part of the expense of
liquidation to the extent of a proportionate share of the benefit
which may accrue to the Reassured solely as a result of the
defense undertaken by the Reinsurers.
ARTICLE 21., ARBITRATION
A. Any dispute or other matter in question between the
Reassured and the Reinsurers arising out of or relating to the
formation, interpretation, performance, or breach of this
Contract, whether such dispute arises before or after termination
of this Contract, shall be settled by arbitration. 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.
B. If more than one Reinsurer is involved in the same
dispute, all such Reinsurers shall constitute and act as one
party for the purposes of this ARTICLE 21., ARBITRATION,
provided, however, that nothing herein 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.
C. Each party shall appoint an individual as arbitrator
and the two so appointed shall then appoint a third arbitrator.
If either party refuses or neglects to appoint an arbitrator
within sixty days, the other party may appoint the second
arbitrator. If the two arbitrators do not agree on a third
arbitrator within sixty days of their appointment, each of the
arbitrators shall nominate three individuals. Each arbitrator
shall then decline two of the nominations presented by the other
arbitrator. The third arbitrator shall then be chosen from the
remaining two nominations by drawing lots. The arbitrators shall
be active or retired officers of insurance or reinsurance
companies or Lloyd's London Underwriters; the arbitrators shall
not have a personal or financial interest in the result of the
arbitration.
Towers Perrin
Reinsurance
<PAGE>
D. The arbitration hearings shall be held in Englewood,
Colorado, or such other place as may be mutually agreed. Each
party shall submit its case to the arbitrators within sixty days
of the selection of the third arbitrator or within such longer
period as may be agreed by the arbitrators. The arbitrators
shall not be obliged to follow judicial formalities or the rules
of evidence except to the extent required by governing law, that
is, the state law of the situs of the arbitration as herein
agreed; they shall make their decisions according to the practice
of the reinsurance business. The decision rendered by a majority
of the arbitrators shall be final and binding on both parties.
Such decision shall be a condition precedent to any right of
legal action arising out of the arbitrated dispute which either
party may have against the other. Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.
E. Each party shall pay the fee and expenses of its own
arbitrator and one-half of the fee and expenses of the third
arbitrator. All other expenses of the arbitration shall be
equally divided between the parties.
F. Except as provided above, arbitration shall be
based, insofar as applicable, upon the procedures of the American
Arbitration Association.
G. In the event of the insolvency of the Reassured,
all arbitration proceedings must also be subject to the laws of
the state of Colorado.
ARTICLE 22., RESERVES
A. If a jurisdiction of the United States will not permit
the Reassured, in the statements required to be filed with its
regulatory authority(ies), to receive full credit as admitted
reinsurance for any Reinsurers share of obligations, the
Reassured shall forward to such Reinsurer a statement of the
Reinsurer's share of such obligations. Upon receipt of such
statement the Reinsurer shall promptly apply for, and provide the
Reassured with, a "clean," unconditional and irrevocable Letter
of Credit, in the amount specified in the statement submitted,
with terms and bank acceptable to the regulatory authority(ies)
having jurisdiction over the Reassured. An acceptable bank is a
"qualified United States Financial institution" as defined by
Regulation No. 10-1-102 (9.5) promulgated by the Colorado
Insurance Department.
B. "Obligations," as used in this ARTICLE 22., RESERVES,
shall mean the sum of losses paid and allocated loss adjustment
expenses paid by the Reassured but not yet recovered from the
Reinsurer, plus reserves for reported losses and allocated loss
adjustment expenses. It shall not include reserves for losses
incurred but not reported.
C. The Reinsurer hereby agrees that the Letter of Credit
will provide for automatic extension of the Letter of Credit
without amendment for one year from the date of expiration of
said Letter or any future expiration date unless thirty (30) days
prior to any expiration the issuing bank shall notify the
Reassured by registered mail that the issuing bank elects not to
consider the Letter of Credit renewed for any additional period.
Towers Perrin
Reinsurance
<PAGE>
D. Notwithstanding any other provision of this Contract,
the Reassured or any successor by operation of law of the
Reassured including, without limitation, any liquidator,
rehabilitator, receiver or conservator of the Reassured may draw
upon such credit, without diminution because of the insolvency of
any party hereto, at any time and undertakes to use and apply
such credit for one or more of the following purposes only:
1 To pay the Reinsurers share or to reimburse the
Reassured for the
Reinsurers share of any obligations, as
stipulated in the statement
submitted by the Reassured to the Reinsurer, which
is due to the
Reassured and not otherwise paid by the
Reinsurer. In the event the
Reassured has received effective notice of non-
renewal of the
Letter of Credit and the Reinsurer's liability
remains unliquidated and
undischarged thirty (30) days prior to the expiry
date of the Letter of
Credit, to withdraw the balance of the Letter of
Credit and place such
sums in an interest bearing trust account to
secure the continuing
liabilities of the Reinsurer under this
Contract until a renewal Letter of
Credit acceptable to the regulatory authority(ies)
having jurisdiction over
the Reassured, or a substitute in lieu thereof
acceptable to the regulatory
authority(ies) having jurisdiction over the
Reassured, has been received by
the Reassured. The Reassured shall provide to the
Reinsurer payment of
any interest thereon accruing from such account.
3. To make refund of any sum which is in excess of the
actual amount required for Sub-paragraphs 1. and 2. of
this Paragraph D., of ARTICLE 22., RESERVES.
E. At annual intervals or more frequently as determined by the
Reassured, but never more frequently than quarterly, the
Reassured shall prepare a specific statement, for the sole
purpose of amending the Letter of Credit, of the Reinsurer's
share of any obligations. If the statement shows that the
Reinsurer's share of obligations exceeds the balance of credit as
of the statement date, the Reinsurer shall, within thirty (30)
days after receipt of notice of such excess, secure delivery to
the Reassured of an amendment of the Letter of Credit increasing
the amount of credit by the amount of such difference. If the
statement shows, however, that the Reinsurer's share of
obligations is less than the balance of credit as of the
statement date, the Reassured shall, within thirty (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.
F. The bank shall have no responsibility whatsoever in
connection with the propriety of withdrawals made by the
Reassured or the disposition of funds withdrawn, except to assure
that withdrawals are made only upon the order of properly
authorized representatives of the Reassured. The Reassured shall
incur no obligation to the bank in acting upon the credit, other
than as appears in the express terms thereof.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 23.,SERVICE OF SUIT (Paragraphs A. and S. of this
ARTICLE 23.,
SERVICE OF SUIT, only apply to
Reinsurers domiciled
outside of the United States and/or
unauthorized in the
State of New York)
A. It is agreed that in the event of the failure of the
Reinsurers hereon to pay any amount claimed to be due hereunder,
the Reinsurers hereon, at the request of the Reassured, will
submit to the jurisdiction of a Court of competent jurisdiction
within the United States. Nothing in this ARTICLE 23., SERVICE
OF SUIT, constitutes or should be understood to constitute a
waiver of Reinsurers' 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. It is further
agreed that service of process in such suit may be made upon
Mendes and Mount, 750 Seventh Avenue, New York, New York 10019-
6829, and that in any suit instituted against any one of them
upon this Contract, such Reinsurer(s) will abide by the final
decision of such Court or of any Appellate Court in the event of
an appeal.
B. The above-named are authorized and directed to accept
service of process on behalf of Reinsurers in any such suit
and/or upon the request of the Reassured to give a written
undertaking to the Reassured that they will enter a general
appearance upon Reinsurers' behalf in the event such a suit shall
be instituted.
C. Further, pursuant to any statute of any state,
territory or district of the United States which makes provision
therefore, Reinsurers hereon hereby designate 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 their 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 Reassured or any beneficiary
hereunder arising out of this Contract of reinsurance, and hereby
designate the above-named as the person to whom the said officer
is authorized to mail such process or a true copy thereof.
ARTICLE 24., OFFSET
The Reassured or the Reinsurer may offset any balance
allowed by Colorado law, statute or regulation, whether on
account of premium, commission, claims or losses, loss adjustment
expenses, recoveries, salvage, or any other amount due from one
party to the other under this Contract or any other contract
heretofore or hereafter entered into between the Reassured and
the Reinsurer, whether acting as assuming reinsurer or ceding
company. This right of offset shall not be affected by the
insolvency of either the Reassured or the Reinsurer.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 25., ENTIRE AGREEMENT
This agreement embodies the whole agreement of the
parties and there are no promises, terms, conditions, obligations
other than those contained herein.
MRM:cam
Doc#: 46665 January 16,
1997
Towers Perrin
Reinsurance
<PAGE>
U. S. A.
Nuclear Incident Exclusion Clause_Physical Damage_Reinsurance
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 lose or
liability by radio-active 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
termination. however caused. However on and after 1st January
1960 this subparagraph (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 lose
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 risk, 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 in understood and agreed that
(a) all policies issued by the Reassured on or before Slat
December 1957 shall be free from the application of the
other provisions of this Clause until expiry date or Slat
December 1960 whichever first occurs whereupon all the
provisions of this Clause shall apply.
(b) with respect to any rink located in Canada policies issued
by the Reassured on or before Slat December 1958 shall be free
from the application of the other provisions of this Clause
until expiry date or 3lat December 1960 whichever first occurs,
whereupon all the provisions of this Clause shall Apply
Towers Perrin
Reinsurance
<PAGE>
POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
SECTION A
It is agreed that the following is excluded hereunder:
(1) All business derived directly or indirectly from any Pool,
Association or Syndicate which maintains its own reinsurance
facilities.
(2) Any Pool or Scheme, (whether voluntary or mandatory) formed
after 1 St March, 1 968 for the purpose of insuring property
whether on a country-wide basis or in respect of designated
areas. This exclusion 1h,11 not apply to so-coiled Automobile
Insurance Plans or other Pools formed to provide coverage for
Automobile Physical Damage.
SECTION 8
It is agreed that business written by the Reassured for the some
perils, which is known at the time to be insured by, or in excess
of underlying amounts placed in the following Pools, Associations
or Syndicates, whether by way of insurance or reinsurance, is
excluded hereunder.
Industrial Risk Insurers
Associated Factory Mutuals
Improved Risk Mutuals
Any Pool, Association or Syndicate formed for the purpose of
writing oil, gas or Petro-chemical plants and/or
oil or gas drilling rigs
United States Aircraft Insurance Group
Canadian Aircraft insurance Group
Associated Aviation Underwriters
American Aviation Underwriters
Section B does not apply:
(1) Where the Total Insured Value over all interests of the
risk in question is less then $250,000,000.
(2) to interests traditionally underwritten as Inland Marine or
Stock and/or Contents written on a Blanket Basis.
(3) to Contingent Business interruption, except when the
Reassured is aware that the key location is known at the time
to be insured in any Pool, Association or Syndicate named
above.
(4) to risks as follows:
offices, hotels, apartments. hospitals. educational
establishments, publications (other than railroad schedules) and
builder's risks on he classes of risks specified in this
subsection i4i only.
Where this Clause attaches to Catastrophe Excess of Loss
Reinsurance Agreements, the following SECTION C is
added;
SECTION C
Nevertheless the Reinsurers specifically agree that liability
accruing to the Reassured from its participation in:
(1) The following so-called 'Coastal Pools'
Alabama Insurance Underwriting Association
Florida Windstorm Underwriting Association
Louisiana Insurance Underwriting Association
Mississippi Windstorm Underwriting Association
North Carolina insurance Underwriting Association
South Carolina Windstorm and Hail Underwriting Association
Taxes Catastrophe Property Insurance Association
(2) All 'Fair Plan' Business. including but not limited to the
Florida Residential Property and Casualty Joint Underwriting
Association and the Florida Property and Casualty Joint
Underwriting Association; and oil 'Rural Risk Plan' Business.
for all perils otherwise protected hereunder shall not be
excluded, except that this reinsurance does not include any
increase in such liability resulting from:
(i) The inability of any other participant in such
'Coastal Pool' and/or 'Fair Plan' and/or 'Rural Risk Plan' to
meet its liability.
(iii) Any claim against such 'Coastal Pool' and/or 'Fair
Plan' and/or 'Rural Risk Plan' or any participant therein,
including the Reassured whether by way of subrogation or
otherwise, brought by or on behalf of any insolvency fund as
defined in the Insolvency Funds Exclusion Clause incorporated
in this Agreement).
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
FIRST EXCESS & REINSURANCE CORPORATION
MISSOURI
(hereinafter called, with other participants, the "Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly
with other
participants
a 4.50% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
4.50% share
of the premium named therein.
Signed in Overland Park, Kansas, this 3rd day of April, 1997
FIRST EXCESS & REINSURANCE
CORPORATION
BY s/Michael C. S. Burn,
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1,1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
THE HANOVER INSURANCE COMPANY
NEW HAMPSHIRE
(hereinafter called, with other participants, the "Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly
with other
participants
a 5.00% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
5.00% share
of the premium named therein.
Signed in Florham Park, New Jersey, this 14th day of,1997,
ALLMERICA RE for and on behalf of THE
HANOVER INSURANCE COMPANY
BY s/Phillip A. Ward
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTACT
EFFECTIVE JANUARY 1, 1997, 12:01 A.M., LOCAL
STANDARD TIME
for the
GUARANTY NATIONAL I NSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
HANNOVER RUCKVERSICEHERUNG AG
HANNOVER, GERMANY
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 10.00% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
10.00% share
of the premium named therein.
Signed in Hannover, Germany, this 3rd day of April, 1997,
HANNOVER RUCKVERSICHERUNG AG
hannover re
BY Hannover Ruckversicherungs-
Aktiengesellschaft
s/Konrad Rentrup
TITLE North American Treaty Dpt.-VR 10
Ref - No.-MO2649
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
INSURANCE COMPANY OF THE WEST
CALIFORNIA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 7.50% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 7.50%
share
of the premium named therein.
Signed in San Diego, California, this 17th day of March, 1997,
INSURANCE COMPANY OF THE WEST
BY s/Elaine Lamb
TITLE Product Management
Specialist
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
MOTORS INSURANCE CORPORATION
NEW YORK
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 3.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 3.00%
share
of the premium named therein.
Signed in Mt. Laurel, New Jersey, this 27th day of March, 1997,
MOTORS INSURANCE CORPORATION
through MIC RE CORPORATION
BY s/Gail R. Seblafer
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
NATIONWIDE MUTUAL INSURANCE COMPANY
OHIO
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 15.00% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
15.00% share
of the premium named therein.
Signed in Columbus, Ohio, this a 21st day of March, 1997,
NATIONWIDE MUTUAL INSURANCE
COMPANY
BY s/Robert J. Wilson
TITLE Robert J.
Wilson
Reinsurance Manager
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
NEW JERSEY RE-INSURANCE COMPANY
NEW JERSEY
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 6.00%share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
6.00%share
of the premium named therein.
Signed in West Trenton, New Jersey, this 29th day of April, 1997,
NEW JERSEY RE-INSURANCE COMPANY
BY s/Thomas A. Lynch
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
ST. PAUL FIRE & MARINE INSURANCE COMPANY
MINNESOTA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 10.00% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
10.00% share
of the premium named therein.
Signed in New York, New York, this 4th day of April, 1997,
ST. PAUL FIRE & MARINE INSURANCE
COMPANY through ST. PAUL
REINSURANCE MANAGEMENT
CORPORATION
BY s/Cathryn J. Carea
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
SUMITOMO MARINE & FIRE INSURANCE COMPANY, LTD. - U.S
NEW YORK
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 1.75% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a 1.75%
share
of the premium named therein.
Signed in New York, New York, this 4th day of June, 1997,
SUMITOMO MARINE & FIRE INSURANCE
COMPANY, LTD. - U.S. through SUMITOMO
MARINE RE MANAGEMENT, INC.
BY s/John Schnech
TITLE Assistant Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
UNITED FIRE & CASUALTY COMPANY
IOWA
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 2.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 2.00%
share
of the premium named therein.
Signed in Cedar Rapids, Iowa, this 27th day of March, 1997
UNITED FIRE & CASUALTY COMPANY
BY s/John A. Cruice
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
USF RE INSURANCE COMPANY
MASSACHUSETTS
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above Reinsurer
agrees to assume severally and not jointly with other
participants
a 6.00% share
of the liability described in the attached Contract
and, as
consideration, the Reinsurer shall receive a 6.00%
share
of the premium named therein.
Signed in Costa Mesa, California, this 24th day of March, 1997,
USF RE INSURANCE COMPANY
BY s/James A. Dik
TITLE Senior Vice President
Towers Perrin
Reinsurance
<PAGE>
Reference No.
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1997, 12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURAN E COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
WINTERTHUR REINSURANCE CORPORATION OF AMERICA
NEW YORK
(hereinafter called, with other participants, the
"Reinsurers')
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 12.50% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
12.50% share
of the premium named therein.
Signed in New York, New York, this 14th day of April, 1997,
WINTERTHUR REINSURANCE
CORPORATION OF AMERICA
BY s/Scott M. Emanuele
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
and signed in Englewood, Colorado this 18th day of June, 1997.
BY s/Fred T. Roberts
TITLE President, Commercial Division
PART OF THE
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
Towers Perrin
Reinsurance
<PAGE>
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
LANDMARK AMERICAN INSURANCE COMPANY
VIKING INSURANCE COMPANY OF WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1997, 12:01 A.M., LOCAL STANDARD TIME
INDEX
ARTICLE SUBJECT PAGE
PREAMBLE _________1.
1 BUSINESS COVERED ____________....1.
2 TERM ___________1.
3 DEFINITION OF POLICIES________ ..1.
4 TERRITORY ___________________1.
5 EXCLUSIONS __________________..2.
6 RETENTION AND LIMIT _________.___3.
7 REINSTATEMENT _____________3.
8 DEFINITION OF LOSS OCCURRENCE___.4.
9 NET LOSS ____________________.5.
10 NET RETAINED LINES______________.6.
11 LIABILITY OF THE REINSURER_____..6.
12 NOTICE OF LOSS AND LOSS SETTLEMENT_____6.
13 SAVAGE AND SUBROGATION_________..7.
14 PREMIUM ____________________7.
15 CURRENCY ___________________..8.
16 ERRORS AND OMMISSION__________.. 8.
17 TAXES ____________________..8.
18 ACCESS TO RECORDS______________..8.
19 INTERMEDIARY _________________.8.
20 INSOLVENCY __________________..9.
21 ARBITRATION __________________9.
22 RESERVES ___________________.10.
23 SERVICE OF SUIT________________ 12.
24 OFFSET ____________________..12.
25 ENTIRE AGREEMENT ______________.13.
ATTACHMENTS
NUCLEAR INCEDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE
- -
REINSURANCE
POOLS EXCLUSION CLAUSE
Towers Perrin
Reinsurance
<PAGE>
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
LANDMARK AMERICAN INSURANCE COMPANY
VIKING INSURANCE COMPANY OF WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
PREAMBLE
The Reinsurers hereby reinsure the net excess liability
of the Reassured resulting from any loss occurrence or loss
occurrences which may take place during the term of this Contract
under the Reassured's policies subject to the following
conditions:
ARTICLE 1., BUSINESS COVERED
This Contract shall cover policies in force at the
inception of this Contract or written or renewed subsequent to
its inception, issued by or on behalf of the Reassured and
classified by the Reassured as property including Fire, Allied
Lines, Inland Marine, Section I of Farmers Multiple Peril,
Homeowners Multiple Peril and Commercial Multiple Peril and Auto
Physical Damage but excluding Collision.
ARTICLE 2., TERM
A. The term of this Contract shall be from 12:01 a.m.,
Local Standard
Time, January 1, 1997 through 12:01 a.m., Local Standard Time,
January 1, 1998.
B. If this Contract should terminate while a loss
occurrence covered hereunder is in progress, the Reinsurers shall
be liable subject to all other conditions of this Contract, for
their share of all individual losses resulting from such loss
occurrence whether any such individual losses take place before
or after such termination.
ARTICLE 3., DEFINITION OF POLICIES
The term "policies", whenever used herein, shall mean
all binders, policies, contracts, certificates and other
obligations, whether oral or written, of insurance.
ARTICLE 4., TERRITORY
Subject to all other terms and conditions of this
Contract, this Contract shall apply to losses occurring anywhere
within the territorial limits of the Reassured's policy by which
it was insured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 5., EXCLUSIONS
A. This Contract does not apply to and specifically excludes
the following:
1. Business classified by the Reassured as Accident and Health,
Workers' Compensation, Employers' Liability. all
forms of third
party Bodily Injury Liability, and Fidelity and
Surety;
2. Hail damage to growing or standing crops;
3 Nuclear incidents in accordance with the Nuclear
Incident
Exclusion Clause - Physical Damage - Reinsurance
attached
to and forming part of this Contract,
4. Reinsurance treaty business, including pro rata and excess
of
loss, assumed by the Reassured, but not to exclude
business
from State and County Mutual Fire, Security
Insurance of
Hartford and affiliated companies;
5. Pools, Associations and Syndicate business as
excluded by
the provisions of the "Pools Exclusions Clause"
attached to
and forming part of this Contract;
6 Loss or damage 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 but not excluding
loss or
damage which would be covered under a standard of
policy containing a standard War Exclusion Clause;
7. Financial Guaranty and Insolvency;
8. All liability of the Reassured arising by contract,
operation of law, or otherwise,
from its participation or membership, whether
voluntary or involuntary, in any
insolvency fund shall be excluded hereunder.
"Insolvency Fund" includes any
guaranty 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 Reassured 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;
9. Loss/or Damage/or Costs/or Expenses arising from
Seepage and/or Pollution
and/or Contamination, other than Contamination
from Smoke Damage.
Nevertheless, this exclusion does not preclude any
payment of the cost of the
removal of debris of property damaged by a loss
otherwise
Towers Perrin
Reinsurance
<PAGE>
covered hereunder, but subject always to a limit
of 25.0% of the
Reassured's Property loss under the original
policy. It is agreed
that all business the subject of the Contract
contains the full I.S.O.
Seepage and Pollution Exclusion Clause or so
deemed.
B. Policies or coverages excluded under the provisions of
this ARTICLE 5., EXCLUSIONS, (other than items (3), (6), (7) and
(9) which are inadvertently issued or issued in error or issued
without the Reassured's knowledge and consent shall be covered
hereunder provided such policies are canceled or reinsured
elsewhere as soon as possible upon the Reassured's Home Office
Underwriting Management becoming aware that they are excluded.
ARTICLE 6., RETENTION AND LIMIT
The Reinsurers shall be liable for each and every loss
occurrence, irrespective of the number and kinds of risks and
perils involved, for 95% of the net loss in excess of $10,000,000
each and every loss occurrence; but the Reinsurers' shall not be
liable for more than $9,500,000 (being 95% of $10,000,000) for
each and every loss occurrence. In the event the aggregate
losses recoverable under this Contract are expected to exceed
$18,000,000, the Reassured shall immediately notify the State of
Colorado Division of Insurance of the impending exhaustion of the
reinsurance coverage.
ARTICLE 7., REINSTATEMENT
A. Each claim hereunder shall reduce the amount of the
Reinsurers' liability from the time of the occurrence of the loss
by the sum paid, but the sum so exhausted immediately shall be
reinstated from the time of the occurrence of the loss.
B. For each amount so reinstated, the Reassured agrees to
pay an additional premium calculated by multiplying 100% of the
annual premium hereon by the product of the percentage that the
amount reinstated bears to the limit (i.e. $9,500,000) of this
Contract. Nevertheless, the liability of the Reinsurers shall
never be more than $9,500,000 in respect of any one loss
occurrence, nor more than $19,000,000 in all in respect of all
losses occurring during the term of this Contract.
C. A provisional reinstatement premium shall be. paid by
the Reassured at the time the Reinsurers pay the loss giving rise
to the reinstatement premium through an offset of the provisional
reinstatement premium due the Reinsurers against the loss payment
due the Reassured, with only the net amount due to be remitted by
the Reinsurers to the Reassured. The amount of this provisional
reinstatement premium shall be based on 100% of the estimated
annual reinsurance premium as calculated in Paragraph A. of
ARTICLE 14., PREMIUM (or the annual deposit premium as stated in
Paragraph C. of ARTICLE 14., PREMIUM, if prior to the conclusion
of a full calendar year).
Towers Perrin
Reinsurance
<PAGE>
D. As promptly as possible after the loss has been paid by
the Reinsurers and the annual reinsurance premium hereunder has
been finally determined, the Reassured shall prepare and submit
to the Reinsurers a final statement of reinstatement premium
due. Any reinstatement premium shown to be due the Reinsurers
(less prior payments, if any) shall be remitted by the Reassured
with its statement. Any return reinstatement premium shown to be
due the Reassured shall be remitted by the Reinsurers as promptly
as possible after receipt of the Reassured's final statement.
ARTICLE 8., DEFINITION OF 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 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 Reassured 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 Reassured
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.
2. As regards riot, riot attending a strike, civil
commotion, vandalism and malicious
mischief, all individual losses sustained by the
Reassured 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 assured'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 opening
paragraph of this ARTICLE 8.,
DEFINITION OF LOSS OCCURRENCE) 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 Reassured's "Loss
Occurrence".
TowersPerrin
Reinsurance
<PAGE>
4. 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 Reassured's "Loss
Occurrence".
B. For all "Loss Occurrences", other than those referred
to in subparagraph A. 2. of this ARTICLE 8.. DEFINITION OF LOSS
OCCURRENCE, the Reassured 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 Reassured 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 Occurrences" referred to in sub-
paragraph A. 1. of this ARTICLE B., DEFINITION OF LOSS OCCURRENCE
where only one such period of 72 consecutive hours shall apply
with respect to one event.
C. As respects those "Loss Occurrences" referred to in sub-
paragraph A.
2. of this ARTICLE B., DEFINITION OF LOSS OCCURRENCE, if the
disaster, accident or loss occasioned by the event is of greater
duration than 72 consecutive hours, then the Reassured 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
Reassured 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 9., NET LOSS
A. The term "net loss" shall mean the actual loss incurred
by the Reassured under policies covered hereunder. Such loss
shall include sums paid in settlement of claims and suits and in
satisfaction of judgments, including prejudgment interest when
added to a judgment. Such loss also shall include all allocated
loss adjustment expenses paid by the Reassured including but not
limited to expenses sustained in connection with settlement and
litigation of claims and suits, satisfaction of judgments,
resistance to or negotiations concerning a loss (which shall
include the pro rata share of the Reassured's outside employees
according to the time occupied in adjusting such loss and the
expenses of. the Reassured's employees while diverted from their
normal duties to the service of field adjustment but shall not
include any salaries of officers nor normal overhead expenses of
the Reassured) and any interest on judgments other than
prejudgment interest when added to a judgment.
B. All salvages, recoveries, payments and reversals or
reductions of verdicts or judgments (net of the cost of obtaining
such salvage, recovery, payment or reversal or reduction of a
verdict or judgment) whether recovered, received or obtained
prior or subsequent to loss settlement under this Contract,
including
Towers Perrin
Reinsurance
<PAGE>
amounts recoverable under other reinsurance whether collected or
not, shall be applied as if recovered, received or obtained prior
to the aforesaid settlement and shall be deducted from the actual
losses sustained to arrive at the amount of the net loss.
Nothing in this ARTICLE 9., NET LOSS, shall be construed to mean
losses are not recoverable until the net loss to the Reassured
finally has been ascertained.
ARTICLE 10., NET RETAINED LINES
A. This Contract applies only to that portion of any
insurance or reinsurance which the Reassured 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 insurance or reinsurance which the Reassured
retains net for its own account shall be included.
B. It is agreed, however, that the amount of the
Reinsurers' liability hereunder in respect of any loss or losses
shall not be increased by reason of the inability of the
Reassured 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.
C. It is understood that the Reassured carries
underlying per risk excess
reinsurance, recoveries under which shall inure to
the benefit of the Reinsurers
hereunder and shall be deducted in determining the
net loss subject to this Contract.
ARTICLE 1., LIABILITY OF THE REINSURER
A. The liability of the Reinsurers shall follow that of
the Reassured in every case, and be subject in all respects to
all the general and special stipulations, clauses, waivers and
modifications of the Reassured's policies and any endorsements
thereon.
B. All terms of this Contract shall be subject to the laws
of the state of Colorado.
C. Nothing herein shall in any manner create any
obligations or establish any rights against the Reinsurers in
favor of any third party or any persons not parties to this
Contract.
ARTICLE 12., NOTICE OF LOSS AND LOSS SETTLEMENT
A. The Reassured shall advise the Reinsurers promptly of
all loss occurrences which, in the opinion of the Reassured, may
result in a claim hereunder and of all subsequent developments
thereto which, in the opinion of the Reassured, may materially
affect the position of the Reinsurers. Inadvertent omission or
oversight in giving such notice shall in no way affect the
liability of the Reinsurers. However, the Reinsurers shall be
informed of such omission or oversight promptly upon its
discovery.
Towers Perrin
Reinsurance
<PAGE>
B. All loss settlements made by the Reassured, provided
they are within the terms of this Contract, shall be
unconditionally binding upon the Reinsurers, who agree to pay all
amounts for which they may be liable immediately upon being
furnished by the Reassured with reasonable evidence of the amount
due.
ARTICLE 13., SALVAGE AND SUBROGATION
The Reinsurers shall be credited with salvage (i.e.,
reimbursement obtained or recovery made by the Reassured, less
the actual cost, excluding salaries of officials and employees of
the Reassured and sums paid to attorneys as retainer, of
obtaining such reimbursement or making 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
Reassured for its primary loss. The Reassured 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 14, PREMIUM
A. The premium due the Reinsurers shall be calculated by
applying a rate of .346% to the Reassured's gross net written
premium income during the term of this Contract.
The term "gross net written premium income" shall mean
gross premiums written on business covered hereunder less
premiums paid for reinsurance, recoveries under which would
reduce the loss under this Contract.
B. For purposes of this Contract, 100% of the Reassured's
written premium for property including Fire, Allied Lines, Inland
Marine, Section I of Farm owners Multiple Peril, Homeowners
Multiple Peril and Commercial Multiple Peril and Auto Physical
Damage excluding Collision shall be reported hereunder.
C. A deposit premium of $308,500, shall be payable to the
Reinsurers in four equal installments of $77,125, each, the first
payment being due at inception of this Contract and the second
and subsequent payments being payable as of April 1, July 1 and
October 1, 1997. This Contract shall be subject to a minimum
premium of $246,800. As promptly as possible after the
termination of this Contract, the Reassured shall render a
statement to the Reinsurers showing the actual reinsurance
premiums due hereunder, calculated as provided in Paragraph A. of
this ARTICLE 14., PREMIUM, and, if the premium so calculated is
greater than the deposit premium, the additional premium shall
hereupon be paid to the Reinsurers. If the premium so calculated
in Paragraph A. of this ARTICLE 14., PREMIUM, is less than the
minimum premium, Reinsurers will immediately return the
difference between the minimum premium and the deposit premium
previously paid by the Reassured. If the premium calculated in
Paragraph A. of this ARTICLE 14., PREMIUM, is greater than the
minimum premium but less than the deposit premium. Reinsurers
will immediately return the difference between the reinsurance
premium due and the deposit premium previously paid by the
Reassured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 15.,CURRENCY
Whenever the word "Dollars" or the I" 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.
Amounts paid or received by the Reassured 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 Reassured.
ARTICLE 16., ERRORS AND OMISSIONS
Inadvertent delays, errors or omissions made in
connection with this Contract shall not relieve either party from
any liability which would have attached had such delay, error or
omission not occurred, provided always that such delay, error or
omission shall be rectified as soon as possible after discovery
by the Reassured's Home Office.
ARTICLE 17., TAXES
In consideration of the terms under which this Contract
is issued, the Reassured undertakes not to claim any deduction of
the premium hereon when making Canadian tax returns or when
making tax returns, other than income or profits tax returns, to
any state or territory of the United States of America or to the
District of Columbia.
ARTICLE 18., ACCESS TO RECORDS
The Reassured shall place at the disposal of the
Reinsurers at all reasonable times, and the Reinsurers shall have
the right to inspect through their designated representatives,
during the term of this Contract and thereafter, all books,
records and papers of the Reassured in connection with any
reinsurance hereunder, or the subject matter hereof.
ARTICLE 19., INTERMEDIARY
Towers Perrin Reinsurance 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 Reassured or the
Reinsurers through Towers Perrin Reinsurance, Mellon Bank Center,
1735 Market Street, Philadelphia, Pennsylvania, 19103-7501.
Payments by the Reassured to the Intermediary shall be deemed to
constitute payment to the Reinsurers. Payments by the Reinsurers
to the Intermediary shall be deemed to constitute payment to the
Reassured only to the extent that such payments are actually
received by the Reassured.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 20., INSOLVENCY
A. In the event of insolvency of the Reassured, the
reinsurance under this Contract shall be payable by the
Reinsurers to the Reassured or to its liquidator, receiver, or
statutory successor on the basis of the liability of the
Reassured under the policy or policies reinsured without
diminution because of the insolvency of the Reassured.
B. It is further agreed that the liquidator, or receiver,
or statutory successor of the Reassured shall give written notice
to the Reinsurers of the pendency of any claim against the
Reassured on the policies reinsured within a reasonable time
after such claim is filed in the insolvency proceeding, and that
during the pendency of such claim the Reinsurers may investigate
such claim and interpose, at their own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses
which they may deem available to the Reassured or to its
liquidator, or receiver, or statutory successor. The expense
thus incurred by the Reinsurers shall be chargeable, subject to
court approval, against the Reassured as part of the expense of
liquidation to the extent of a proportionate share of the benefit
which may accrue to the Reassured solely as a result of the
defense undertaken by the Reinsurers.
ARTICLE 21., ARBITRATION
A. Any dispute or other matter in question between the
Reassured and the Reinsurers arising out of or relating to the
formation, interpretation, performance, or breach of this
Contract, whether such dispute arises before or after termination
of this Contract, shall be settled by arbitration. 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.
B. If more than one Reinsurer is involved in the same
dispute, all such Reinsurers shall constitute and act as one
party for the purposes of this ARTICLE 21., ARBITRATION,
provided, however, that nothing herein 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.
C. Each party shall appoint an individual as arbitrator
and the two so appointed shall then appoint a third arbitrator.
If either party refuses or neglects to appoint an arbitrator
within sixty days, the other party may appoint the second
arbitrator. If the two arbitrators do not agree on a third
arbitrator within sixty days of their appointment, each of the
arbitrators shall nominate three individuals. Each arbitrator
shall then decline two of the nominations presented by the other
arbitrator. The third arbitrator shall then be chosen from the
remaining two nominations by drawing lots. The arbitrators shall
be active or retired officers of insurance or reinsurance
companies or Lloyd's London Underwriters; the arbitrators shall
not have a personal or financial interest in the result of the
arbitration.
Towers Perrin
Reinsurance
<PAGE>
D. The arbitration hearings shall be held in Englewood,
Colorado, or such other place as may be mutually agreed. Each
party shall submit its case to the arbitrators within sixty days
of the selection of the third arbitrator or within such longer
period as may be agreed by the arbitrators. The arbitrators
shall not be obliged to follow judicial formalities or the rules
of evidence except to the extent required by governing law, that
is, the state law of the situs of the arbitration as herein
agreed; they shall make their decisions according to the practice
of the reinsurance business. The decision rendered by a majority
of the arbitrators shall be final and binding on both parties.
Such decision shall be a condition precedent to any right of
legal action arising out of the arbitrated dispute which either
party may have against the other. Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.
E. Each party shall pay the fee and expenses of its own
arbitrator and one-half of the fee and expenses of the third
arbitrator. All other expenses of the arbitration shall be
equally divided between the parties.
F. Except as provided above, arbitration shall be
based, insofar as applicable, upon the procedures of the American
Arbitration Association.
G. In the event of the insolvency of the Reassured,
all arbitration proceedings must also be subject to the laws of
the state of Colorado.
ARTICLE 22., RESERVES
A. If a jurisdiction of the United States will not permit
the Reassured, in the statements required to be filed with its
regulatory authority(ies), to receive full credit as admitted
reinsurance for any Reinsurers share of obligations, the
Reassured shall forward to such Reinsurer a statement of the
Reinsurer's share of such obligations. Upon receipt of such
statement the Reinsurer shall promptly apply for, and provide the
Reassured with, a "clean," unconditional and irrevocable Letter
of Credit, in the amount specified in the statement submitted,
with terms and bank acceptable to the regulatory authority(ies)
having jurisdiction over the Reassured. An acceptable bank is a
"qualified United States Financial institution" as defined by
Regulation No. 10-1-102 (9.5) promulgated by the Colorado
Insurance Department.
B. "Obligations," as used in this ARTICLE 22., RESERVES,
shall mean the sum of losses paid and allocated loss adjustment
expenses paid by the Reassured but not yet recovered from the
Reinsurer, plus reserves for reported losses and allocated loss
adjustment expenses. It shall not include reserves for losses
incurred but not reported.
C. The Reinsurer hereby agrees that the Letter of Credit
will provide for automatic extension of the Letter of Credit
without amendment for one year from the date of expiration of
said Letter or any future expiration date unless thirty (30) days
prior to any expiration the issuing bank shall notify the
Reassured by registered mail that the issuing bank elects not to
consider the Letter of Credit renewed for any additional period.
Towers Perrin
Reinsurance
<PAGE>
D. Notwithstanding any other provision of this Contract,
the Reassured or any successor by operation of law of the
Reassured including, without limitation, any liquidator,
rehabilitator, receiver or conservator of the Reassured may draw
upon such credit, without diminution because of the insolvency of
any party hereto, at any time and undertakes to use and apply
such credit for one or more of the following purposes only:
1 To pay the Reinsurers share or to reimburse the
Reassured for the Reinsurers
share of any obligations, as stipulated in the
statement submitted by the Reassured
to the Reinsurer, which is due to the Reassured
and not otherwise paid by the
Reinsurer.
2. In the event the Reassured has received effective
notice of non-renewal of the
Letter of Credit and the Reinsurer's liability
remains unliquidated and
undischarged thirty (30) days prior to the expiry
date of the Letter of Credit, to
withdraw the balance of the Letter of Credit and
place such sums in an interest
bearing trust account to secure the continuing
liabilities of the Reinsurer under
this Contract until a renewal Letter of Credit
acceptable To the regulatory
authority(ies) having jurisdiction over the
Reassured, or a substitute in
lieu thereof acceptable to the regulatory
authority(ies) having jurisdiction over the
Reassured, has been received by the Reassured.
The Reassured shall provide to
the Reinsurer payment of any interest thereon
accruing from such account.
3. To make refund of any sum which is in excess of the
actual amount required for
Sub-paragraphs 1. and 2. of this Paragraph D., of
ARTICLE 22., RESERVES.
E. At annual intervals or more frequently as determined by
the Reassured, but never more frequently than quarterly, the
Reassured shall prepare a specific statement, for the sole
purpose of amending the Letter of Credit, of the Reinsurer's
share of any obligations. If the statement shows that the
Reinsurer's share of obligations exceeds the balance of credit as
of the statement date, the Reinsurer shall, within thirty (30)
days after receipt of notice of such excess, secure delivery to
the Reassured of an amendment of the Letter of Credit increasing
the amount of credit by the amount of such difference. If the
statement shows, however, that the Reinsurer's share of
obligations is less than the balance of credit as of the
statement date, the Reassured shall, within thirty (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.
F. The bank shall have no responsibility whatsoever in
connection with the propriety of withdrawals made by the
Reassured or the disposition of funds withdrawn, except to assure
that withdrawals are made only upon the order of properly
authorized representatives of the Reassured. The Reassured shall
incur no obligation to the bank in acting upon the credit, other
than as appears in the express terms thereof.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 23.,SERVICE OF SUIT (Paragraphs A. and S. of this
ARTICLE 23.,
SERVICE OF SUIT, only apply to
Reinsurers domiciled outside
of the United States and/or unauthorized
in the State of New York)
A. It is agreed that in the event of the failure of the
Reinsurers hereon to pay any amount claimed to be due hereunder,
the Reinsurers hereon, at the request of the Reassured, will
submit to the jurisdiction of a Court of competent jurisdiction
within the United States. Nothing in this ARTICLE 23., SERVICE
OF SUIT, constitutes or should be understood to constitute a
waiver of Reinsurers' 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. It is further
agreed that service of process in such suit may be made upon
Mendes and Mount, 750 Seventh Avenue, New York, New York 10019-
6829, and that in any suit instituted against any one of them
upon this Contract, such Reinsurer(s) will abide by the final
decision of such Court or of any Appellate Court in the event of
an appeal.
B. The above-named are authorized and directed to accept
service of process on behalf of Reinsurers in any such suit
and/or upon the request of the Reassured to give a written
undertaking to the Reassured that they will enter a general
appearance upon Reinsurers' behalf in the event such a suit shall
be instituted.
C. Further, pursuant to any statute of any state,
territory or district of the United States which makes provision
therefore, Reinsurers hereon hereby designate 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 their 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 Reassured or any beneficiary
hereunder arising out of this Contract of reinsurance, and hereby
designate the above-named as the person to whom the said officer
is authorized to mail such process or a true copy thereof.
ARTICLE 24., OFFSET
The Reassured or the Reinsurer may offset any balance
allowed by Colorado law, statute or regulation, whether on
account of premium, commission, claims or losses, loss adjustment
expenses, recoveries, salvage, or any other amount due from one
party to the other under this Contract or any other contract
heretofore or hereafter entered into between the Reassured and
the Reinsurer, whether acting as assuming reinsurer or ceding
company. This right of offset shall not be affected by the
insolvency of either the Reassured or the Reinsurer.
Towers Perrin
Reinsurance
<PAGE>
ARTICLE 25., ENTIRE AGREEMENT
This agreement embodies the whole agreement of the
parties and there are no promises, terms, conditions, obligations
other than those contained herein.
MRM:cam
Dock 46665
January 16, 1997
Towers Perrin
Reinsurance
<PAGE>
Towers Perrin
Reinsurance
<PAGE>
U. S. A.
Nuclear Incident Exclusion Clause_Physical Damage_Reinsurance
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 lose or
liability by radio-active 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
termination. however caused. However on and
after 1st January 1960 this subparagraph (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 lose
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 risk, 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 la.
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 in understood and agreed that
(a) all policies issued by the Reassured on or before Slat
December 1957 shall be free from the application of the
other provisions of this Clause until expiry date or Slat
December 1960 whichever first occurs whereupon all the
provisions of this Clause shall apply.
(b) with respect to any rink located in Canada policies
issued by the Reassured on or before Slat December 1958 shall be
free from the application of the other provisions of this Clause
until expiry date or 3lat December 1960 whichever first occurs,
whereupon all the provisions of this Clause shall Apply <PAGE>
Towers Perrin
Reinsurance
POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
SECTION A
It is agreed that the following is excluded hereunder:
(1) All business derived directly or indirectly from any Pool,
Association or Syndicate which maintains its own reinsurance
facilities.
(2) Any Pool or Scheme, (whether voluntary or mandatory) formed
after 1 St March, 1 968 for the purpose of insuring property
whether on a country-wide basis or in respect of designated
areas. This exclusion 1h,11 not apply to so-coiled Automobile
Insurance Plans or other Pools formed to provide coverage for
Automobile Physical Damage.
SECTION 8
It is agreed that business written by the Reassured for the some
perils, which is known at the time to be insured by, or in excess
of underlying amounts placed in the following Pools, Associations
or Syndicates, whether by way of insurance or reinsurance, is
excluded hereunder.
Industrial Risk Insurers
Associated Factory Mutuals
Improved Risk Mutuals
Any Pool, Association or Syndicate formed for the purpose of
writing oil, gas or Petro-chemical plants and/or
oil or gas drilling rigs
United States Aircraft Insurance Group
Canadian Aircraft insurance Group
Associated Aviation Underwriters
American Aviation Underwriters
Section B does not apply:
(1) Where the Total Insured Value over all interests of the
risk in question is less then $250,000,000.
(2) to interests traditionally underwritten as Inland Marine or
Stock and/or Contents written on a Blanket Basis.
(3) to Contingent Business interruption, except when the
Reassured is aware that the key location is known at the time
to be insured in any Pool, Association or Syndicate named
above.
(4) to risks as follows:
offices, hotels, apartments. hospitals. educational
establishments, publications (other than railroad schedules) and
builder's risks on the classes
of risks specified in this subsection i4i only.
Where this Clause attaches to Catastrophe Excess of Loss
Reinsurance Agreements, the following SECTION C is
added;
SECTION C
Nevertheless the Reinsurers specifically agree that liability
accruing to the Reassured from its participation in:
(1) The following so-called 'Coastal Pools'
Alabama Insurance Underwriting Association
Florida Windstorm Underwriting Association
Louisiana Insurance Underwriting Association
Mississippi Windstorm Underwriting Association
North Carolina insurance Underwriting Association
South Carolina Windstorm and Hail Underwriting Association
Taxes Catastrophe Property Insurance Association
(2) All 'Fair Plan' Business. including but not limited to the
Florida Residential Property and Casualty Joint Underwriting
Association and the Florida Property and Casualty Joint
Underwriting Association; and oil 'Rural Risk Plan' Business.
for all perils otherwise protected hereunder shall not be
excluded, except that this reinsurance does not include any
increase in such liability resulting from:
(i) The inability of any other participant in such
'Coastal Pool' and/or 'Fair Plan' and/or 'Rural Risk Plan' to
meet its liability. <PAGE>
(ii) Any claim against such 'Coastal Pool' and/or
'Fair Plan' and/or 'Rural Risk Plan' or any participant therein,
including the Reassured
whether by way of subrogation or otherwise,
brought by or on behalf of any insolvency fund as defined in the
Insolvency Funds Exclusion
Clause incorporated in this Agreement).
Towers Perrin
Reinsurance
Reference No.
9613/166325
PROPERTY SECOND CATASTROPHE EXCESS OF LOSS CONTRACT
EFFECTIVE JANUARY 1, 1997,12:01 A.M., LOCAL STANDARD TIME
for the
GUARANTY NATIONAL INSURANCE COMPANY
COLORADO CASUALTY INSURANCE COMPANY
PEAK PROPERTY AND CASUALTY INSURANCE CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY OF CALIFORNIA
ENGLEWOOD, COLORADO
LANDMARK AMERICAN INSURANCE COMPANY
OKLAHOMA CITY, OKLAHOMA
VIKING INSURANCE COMPANY OF WISCONSIN
MADISON, WISCONSIN
VIKING COUNTY MUTUAL INSURANCE COMPANY
AUSTIN, TEXAS
(hereinafter called the "Reassured")
by
EVEREST REINSURANCE COMPANY
DELAWARE
(hereinafter called, with other participants, the
"Reinsurers")
Under the terms of this Contract the above
Reinsurer
agrees to assume severally and not jointly with
other
participants
a 16.75% share
of the liability described in the attached
Contract and, as
consideration, the Reinsurer shall receive a
16.75% share
of the premium named therein.
Signed in Newark, New Jersey, this 28 day of March, 1997,
<PAGE>
EVEREST REINSURANCE COMPANY
BY s/Halina Herc
TITLE Vice President
Towers Perrin
Reinsurance
<PAGE>
