List of Exhibits and Schedules to Acquisition Agreement between Royal Insurer Affiliates and RSUI

Summary

This document provides a detailed list of exhibits and schedules that are part of an acquisition agreement between Royal Insurer Affiliates and RSUI. It outlines supporting agreements, such as reinsurance, administrative services, claims servicing, and employee leasing, as well as disclosure schedules covering assets, liabilities, contracts, litigation, and regulatory matters. The list serves as a reference for all documents and disclosures required to complete the acquisition, ensuring both parties understand their obligations and the scope of the transaction.

EX-10.2 4 y88779exv10w2.txt CONTENTS TO ACQUISITION AGREEMENT Exhibit 10.2 List of Contents of Exhibits and Schedules to the Acquisition Agreement Exhibits Description -------- ----------- Exhibit A List of Royal Insurer Affiliates Exhibit B RIC Quota Share Reinsurance Agreement Exhibit C RSLIC Quota Share Reinsurance Agreement Exhibit D Landmark Quota Share Reinsurance Agreement Exhibit E RIC Administrative Services Agreement Exhibit F RSLIC Administrative Services Agreement Exhibit G RICA Administrative Services Agreement Exhibit H Landmark Administrative Services Agreement Exhibit I Claims Servicing Agreement Exhibit J Renewal Rights Agreement Exhibit K Transition Services Agreement Term Sheet Exhibit L Transitional Trademark License Agreement Exhibit M Service Mark Assignment Exhibit N Employee Leasing Agreement Exhibit O Managing General Agency Agreement Exhibit P Substitution and Indemnification Agreement Exhibit Q Assignment of Reinsurance Recoverables Exhibit R Terrorism Treaty Cost Allocation Exhibit S RSA SLISI Purchase Agreement Schedules Description --------- ----------- Seller Disclosure Schedules Schedule 1.3(a) Excluded Assets Schedule 1.3(b) Excluded Contracts Schedule 1.3(c) Certain Retained Liabilities Schedule 1.19(c) Reinsurance Treaties Schedule 1.20(a) Property Surplus Share Contracts Schedule 2.3(a) Seller Noncontravention Schedule 2.4 Seller Litigation Schedule 3.3(a) Royal Insurer Affiliates Noncontravention Schedule 3.4(a) Royal Insurer Affiliates Exceptions to Permits Schedule 3.5 Royal Insurer Affiliates Litigation Schedule 3.6 Royal Insurer Affiliates Exceptions to Compliance with Applicable Law Schedule 4.1 RSUI Jurisdictions Schedule 4.2(a) RSUI Noncontravention Schedule 4.3(b) Equity Interests Owned by RSUI Schedule 4.5 Accounts of RSUI Schedule 4.6 Working Capital Schedule 4.7 Exceptions to Administration of Fiduciary Accounts by RSUI Schedule 4.8 RSUI Exceptions to Compliance with Applicable Law Schedule 4.9(a) RSUI Permits Schedule 4.10 RSUI Litigation Schedule 4.11 Exceptions to All Necessary Assets Schedule 4.12 Changes in Conduct of Business Schedule 4.13 Tax Schedule 4.14(a) Plans Schedule 4.14(b) RSUI Employee Contracts Schedule 4.15(a) Business Intellectual Property Schedule 4.15(d) Exceptions to Business Intellectual Property Schedule 4.16(a) Material Business Contracts Schedule 4.16(b) Third Party Consents for Acquired Contracts Schedule 4.16(c) Breaches of Acquired Contracts Schedule 4.17(a) Intercompany Agreements Schedule 4.17(b) Affiliate Agreements Schedule 4.17(c) Affiliate Agreements Post-Closing Schedule 4.18 Insurance Policies Schedule 5.2(a)(i) Standard Forms of Producer Agreements Schedule 5.2(a)(ii) Exceptions to Standard Producer Agreements Schedule 5.2(b) Major Producers Schedule 5.2(c) Underwriting Authority Schedule 5.3(a) Third Party Reinsurance Contracts Schedule 5.3(b) Terminated Third Party Reinsurance Contracts Schedule 5.3(c) Corporate Treaties Schedule 5.3(d) Material Breaches of Third Party Reinsurance Agreements Schedule 8.1(a) Exceptions to Conduct of Business Pending the Closing Schedule 8.6(a)(i) Seller's Third Party, Nongovernmental Consents Schedule 8.12(a) Exceptions to Accounts Receivable or Payable to be Settled Prior to Closing Schedule 8.15 Resigning RSUI Directors Schedule 9.1(c) Royal Group Intellectual Property Schedule 11.1(a) RSUI Employees Schedule 11.1(d) Assumed RSUI Employee Contract Schedule 13.1(c)(ii) Consents Schedule 16.1(a) Seller Persons with Knowledge Purchaser Disclosure Schedules Schedule 6.3(a) Purchaser Noncontravention Schedule 7.3 AIHL Insurance Co. Noncontravention Schedule 7.4 AIHL Insurance Co. Exceptions to Permits Schedule 8.6(a)(ii) Purchaser's Third Party, Nongovernmental Consents Schedule 16.1(b) Purchaser Persons with Knowledge Joint Disclosure Schedules Schedule 8.5(a) Governmental Entity Consents Schedule 8.5(b) Governmental Entity Filings