Casualty Excess of Loss Reinsurance Agreement between Bridgefield Casualty Insurance Company, Bridgefield Employers Insurance Company, and Peerless Insurance Company (Effective January 1, 2006)

EXHIBIT 10.152

CASUALTY EXCESS OF LOSS
REINSURANCE AGREEMENT
NO. RAM Re SumCX — 2006

EFFECTIVE JANUARY 1, 2006

between

BRIDGEFIELD CASUALTY INSURANCE COMPANY
BRIDGEFIELD EMPLOYERS INSURANCE COMPANY
Lakeland, Florida
(hereinafter referred to as the “Company”)

and

PEERLESS INSURANCE COMPANY
Keene, New Hampshire
(hereinafter referred to as the “Subscribing Reinsurer”)

CASUALTY EXCESS OF LOSS REINSURANCE AGREEMENT NO. RAM Re SumCX — 2006

ARTICLE		CONTENTS		PAGE
		PREAMBLE			1
I		BUSINESS COVERED			1
II		EFFECTIVE DATE AND TERMINATION			1
III		TERRITORY			2
IV		LIMIT AND RETENTION			2
V		WARRANTIES			2
VI		ULTIMATE NET LOSS			2
VII		LOSS IN EXCESS OF POLICY LIMITS			3
VIII		EXTRA CONTRACTUAL OBLIGATIONS			3
IX		EXCLUSIONS			4
X		SPECIAL ACCEPTANCES			6
XI		LOSS OCCURRENCE			7
XII		REINSURANCE PREMIUM			7
XIII		REPORTS AND REMITTANCES			8
XIV		LOSS ADJUSTMENTS AND SETTLEMENTS			8
XV		SALVAGE AND SUBROGATION			9
XVI		FEDERAL TERRORISM EXCESS RECOVERY CLAUSE			9
XVII		ACCESS TO RECORDS			10
XVIII		DIVIDENDS AND TAXES			11
XIX		FEDERAL EXCISE TAX			11
XX		GOVERING LAW			11
XXI		CURRENCY			12
XXII		OFFSET			12
XXIII		ERRORS OR OMISSIONS			12
XXIV		INSOLVENCY			12
XXV		MEDIATION			13
XXVI		ARBITRATION			14
XXVII		SPECIAL CONDITIONS			16
XXVIII		THIRD PARTIES			17
XXIX		UNAUTHORIZED REINSURENCE			18
XXX		SERVICE OF SUIT			19
XXXI		CONFIDENTIALITY CLAUSE			20
XXXII		AMENDMENTS			21
XXXIII		SEVERABILITY			21
XXXIV		INTEREST PENALTY			21
XXXV		ASSIGNMENT			22
XXXVI		ENTIRE AGREEMENT			22

ATTACHMENTS:

EXHIBIT A — FIRST EXCESS OF LOSS
EXHIBIT B — SECOND EXCESS OF LOSS
EXHIBIT C — THIRD EXCESS OF LOSS
APPENDIX A — DEFINITION OF COMPANY
APPENDIX B — FORTUNE’S GLOBAL 500 LIST

APPENDIX C — PHARMACEUTICAL/MEDICAL RISKS
INSOLVENCY FUNDS EXCLUSION CLAUSE.
NUCLEAR INCIDENT EXCLUSION CLAUSE — LIABILITY — REINSURANCE — U.S.A.
NUCLEAR INCIDENT EXCLUSION CLAUSE — LIABILITY — REINSURANCE — CANADA.
NUCLEAR INCIDENT EXCLUSION CLAUSE — REINSURANCE — NO. 4.

CASUALTY EXCESS OF LOSS
REINSURANCE AGREEMENT
No. RAM Re SumCX — 2006
(hereinafter referred to as the “Agreement”)

between
BRIDGEFIELD CASUALTY INSURANCE COMPANY
BRIDGEFIELD EMPLOYERS INSURANCE COMPANY
Lakeland, Florida
(hereinafter referred to as the “Company”)

and

PEERLESS INSURANCE COMPANY
Keene, New Hampshire
(hereinafter referred to as the “Subscribing Reinsurer”)

ARTICLE I — BUSINESS COVERED

A.		The Subscribing Reinsurer shall indemnify the Company on an excess of loss basis in respect of the Company’s Ultimate Net Loss paid or to be paid by the Company as a result of losses occurring during the term of the Agreement for Policies in force as of January 1, 2006, and new and renewal Policies becoming effective on or after said date, subject to the terms and conditions contained herein.
B.		This Agreement is solely between the Company and the Subscribing Reinsurer, and nothing contained in this Agreement shall create any obligations or establish any rights against the Subscribing Reinsurer in favor of any person or entity not a party hereto.
C.		The term “Policies” shall mean each of the Company’s binders, policies and contracts of insurance or reinsurance on the business covered hereunder.
D.		Under this Agreement, the indemnity for reinsured loss applies only to Workers Compensation and Employers Liability business written by the Company, except as excluded under Article IX — Exclusions of this Agreement, and classified as Summit Profit Center, (see Appendix A — Definition of Profit Center).

ARTICLE II — EFFECTIVE DATE AND TERMINATION

A.		This Agreement shall become effective with respect to losses occurring on and after at 12:01 a.m. Local Standard Time, January 1, 2006, and shall remain in full force until terminated. This Agreement may be terminated at the close of any calendar year by either party giving to the other 90 days prior written notice by certified mail of its intention to do so.
B.		During the running of such notice as stipulated in Paragraph A. above, the Subscribing Reinsurer shall participate in business coming within the terms of this Agreement until the date of termination of this Agreement,
C.		Upon termination of the Agreement, the Subscribing Reinsurer shall be liable for the losses occurring prior to the date of termination; however, the Subscribing Reinsurer shall have no liability for losses occurring subsequent to the termination of this Agreement

Agreement No. RAM Re SumCX — 2006

D.

If this Agreement shall terminate while a loss covered hereunder is in progress, it is agreed that, subject to the other conditions of this Agreement, the Subscribing Reinsurer shall indemnify the Company as if the entire loss had occurred during the time this Agreement is in force provided the loss covered hereunder started before the date of termination.

ARTICLE III — TERRITORY

The territorial limits of this Agreement shall be identical with those of the Company’s Policies.

ARTICLE IV — LIMIT AND RETENTION

A.		The limits and retentions provided under this Agreement are as set forth in Exhibits A, B and C attached hereto and made a part of this Agreement.
B.		The Company’s retention and the Subscribing Reinsurer’s limit of liability for each Loss Occurrence, set forth in Section I of Exhibits A, B and C attached hereto and made part of this Agreement, shall apply irrespective of the number of Policies affected or number of hazards in one policy.
C.		Reinsurance of the Company’s retention, set forth in each Exhibit, shall not be deducted in arriving at the Company’s Ultimate Net Loss herein.

ARTICLE V — WARRANTIES

Notwithstanding any other provision of this Agreement, Subscribing Reinsurers’ liability under this Agreement shall be limited to a maximum of:

1.		$5,000,000 Maximum Any One Life for Workers’ Compensation;
2.		Maximum Employers Liability limit $2,000,000.

ARTICLE VI — ULTIMATE NET LOSS

The term “Ultimate Net Loss” as used in this Agreement shall mean: (1) all amounts paid or due and payable by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal, or payment of claims or judgments arising from each and every loss, and/or Loss Occurrence for which the Company is or may be found liable under the Policies, less salvages and subrogation recoveries and amounts recovered or recoverable under pooling agreements or other reinsurances, whether collectible, or not “Ultimate Net Loss” includes, but is not limited to, the following paid or payable amounts: loss adjustment expenses, defense costs, court costs, supersedeas and appeal bond costs. Post or Prejudgment Interest and Delayed Damages, Attorneys Fees and Expenses, Claim-Specific Declaratory Judgment Expenses, a pro rata share of salaries and expenses of the Company’s or its affiliates’ field employees according to the time occupied in adjusting, defending, and settling such loss, and expenses of all of the Company’s or its affiliates’ officers and employees incurred in connection with the loss; (except that salaries of officers and employees engaged in general management and located in the home office of the Company or its affiliates and any office expense of the Company shall not be included), and all other costs of investigation or litigation, (2) Extra Contractual Obligations (as defined in the Extra Contractual Obligations Article, and (3) loss in excess of original Policy limits (as described in the Loss in Excess of Original Policy Limits Article).

Agreement No. RAM Re SumCX — 2006

“Claim-Specific Declaratory Judgment Expenses” shall be defined as fees and expenses incurred in actions brought to determine whether the Company has a defense and/or indemnification obligation for individual claims presented against Policies covered under this Agreement. Any Claim-Specific Declaratory Judgment Expense shall be deemed to have been fully incurred on the same date as the insured’s original loss (if any) giving rise to the action, unless otherwise provided for within this Agreement.

The term “Attorneys’ Fees and Expenses” as used above, means the fees and expenses of attorneys, including the fees and expenses of the Company’s or its affilliates’ in-house attorneys providing legal advice on coverage questions and/or defending the Company in coverage litigation, and fees and expenses of staff counsel in the defense of policyholder claims. Such Attorneys’ Fees and Expenses for in-house attorneys and staff counsel shall be calculated at the rate for such attorneys plus the expenses incurred by such attorneys, but excluding office expenses of the Company and its affiliates and salaries and expenses of their other employees.

“Post or Prejudgment Interest or Delayed Damages” shall mean interest or damages added to a settlement, verdict, award, or judgment based on the period of time prior to or after the settlement, verdict, award, or judgment whether or not made part of the settlement, verdict, award, or judgment.

Nothing in this Article shall be construed to mean that losses under this Agreement are not recoverable until the Company’s Ultimate Net Loss has been ascertained. In the event a verdict or judgment is reduced by an appeal or a settlement subsequent to the entry of the judgment, thereby resulting in an ultimate saving on such verdict or judgment, or in the event a judgment is reversed outright, the loss adjustment expense incurred in securing such final reduction or reversal shall be prorated between the Reinsurers and the Company in the proportion that each benefits from such reduction or reversal, and the expenses incurred up to the time of the original verdict or judgment shall be added to the Ultimate Net Loss. In the event there is no reduction or reversal of a verdict or judgment, the loss adjustment expense incurred in attempting to secure such reduction or reversal shall be added to the Ultimate Net Loss.

ARTICLE VII — LOSS IN EXCESS OF POLICY LIMITS

This Agreement shall protect the Company within the limits hereof, for 90% of any Loss in excess of the Company’s original Policy limit where Loss in excess of the limit has been incurred because of a failure by the Company or by a third-party claims administrator to settle within the Policy limit or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in defending or prosecuting litigation, including appeals, arbitration, or any alternative dispute resolution or settlement discussions involving any claim.

However, the above paragraph shall not apply where the loss has been incurred due to the fraud of a member of the Board of Directors or a Corporate Officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.

With regard to excess of Policy limits, the word “Loss” shall mean any amounts for which the Company would have been contractually liable to pay had it not been for the limit of the original Policy. The date on which any Loss in excess of the Company’s original Policy limit is incurred by the Company shall be deemed, in all circumstances, to be the date of the original Occurrence, accident, casualty, disaster, loss occurrence or loss, as selected by the Company.

ARTICLE VIII — EXTRA CONTRACTUAL OBLIGATIONS

Agreement No. RAM Re SumCX — 2006

This Agreement shall protect the Company within the limits hereof for 90% of Extra Contractual Obligations. “Extra Contractual Obligations” are defined as those liabilities not covered under any other provision of this Agreement, which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company or by a third party claims administrator to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in defending or prosecuting litigation, including appeals, arbitration, or any alternative dispute resolution or settlement discussions involving any claim.

The date on which any Extra Contractual Obligation is incurred by the Company shall be deemed, in all circumstances, to be the date of the original Occurrence, loss occurrence, accident, casualty, disaster, or loss, as selected by the Company.

However, this Article shall not apply where the loss has been incurred due to the fraud of a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.

ARTICLE IX — EXCLUSIONS

THIS AGREEMENT DOES NOT COVER:

A.

THE FOLLOWING GENERAL CATEGORIES

	1.		Ex-gratia payments.
	2.		Loss or damage caused directly or indirectly by: (a) enemy attack by armed forces including action taken by military, naval or air forces in resisting an actual or an immediately impending enemy attack; (b) invasion; (c) insurrection; (d) rebellion; (e) revolution; (f) intervention; (g) civil war; and (h) usurped power.
	3.		Reinsurance assumed by the Company, except intercompany reinsurance.
	4.		Business derived from any Pool, Association, including Joint Underwriting Association, Syndicate, Exchange, Plan, Fund or other facility directly as a member, subscriber or participant, or indirectly by way of reinsurance or assessments; provided this exclusion shall not apply to Automobile or Workers Compensation assigned risks which may be currently or subsequently covered hereunder.
	5.		Pollution Liability as per the Company’s original Policies and endorsements except when a judicial entity invalidates the Company’s exclusion or in any jurisdiction whose regulatory authorities have prohibited the exclusion.
	6.		Insolvency Funds as per the attached Insolvency Funds Exclusion Clause.
	7.		Global Fortune 500 Risks as per the attached Appendix B.
	8.		Pharmaceutical/Medical Risks per the attached Appendix C.
	9.		Nuclear Incident Exclusion Clauses which are attached and made part of this Agreement:

	a.		Nuclear Incident Exclusion Clause — Liability — Reinsurance — U.S.A.
	b.		Nuclear Incident Exclusion Clause — Liability — Reinsurance — Canada.
	c.		Nuclear Incident Exclusion Clause — Reinsurance — No. 4.

Agreement No. RAM Re SumCX — 2006

B.

THE FOLLOWING INSURANCE COVERAGES

	1.		Fiduciary Liability.
	2.		Surety and Credit insurance.
	3.		Fidelity Bonds.
	4.		Credit and Financial Guarantee.
	5.		Securities and Exchange Liability.
	6.		Malpractice insurance, Directors and Officers Liability insurance or any form of Errors and Omissions or Professional Liability insurance, except as provided for under the Company’s Underwriting Guidelines.
	7.		Advertisers’, Broadcasters’ and Telecasters’ Liability as respects Personal Injury Liability except as provided for under the Company’s Underwriting Guidelines.
	8.		Kidnap, Extortion and Ransom Liability.
	9.		Protection and Indemnity (Ocean Marine) except for hulls under 50 feet.
	10.		Entertainment Business, defined as Feature Film and Major Motion Picture Studios, Commercial Negative Film Coverages, Cast Coverage, Completion Bond and Television Productions.

C.

THE FOLLOWING RISKS AS RESPECTS WORKERS COMPENSATION AND EMPLOYERS LIABILITY

	1.		Operations under the jurisdiction of the U.S. Longshoremen’s and Harbor Workers’ Act, the Jones Act and the Maritime Employers Liability Act except when written as incidental coverages as defined in the Company’s Underwriting Guidelines.
	2.		Operation of docks or wharves, other than small marinas or pleasure docks.
	3.		Risks involving known exposure to asbestos.
	4.		All railway operations except sidetrack agreements.
	5.		Amusement parks, carnivals or circuses, except county or country fairs.
	6.		Subaqueous operations.
	7.		Mining.
	8.		Demolition of buildings or structures in excess of three stories or 50 feet in height.
	9.		Shoring, underpinning or moving of buildings or structures.
	10.		Manufacture, sale, rental, lease, erection or repair of scaffolds.
	11.		Construction of bridges over 50 feet, and tunnels or dams.

Agreement No. RAM Re SumCX — 2006

12.

a.

Manufacturers or importers of fireworks, fuses, or any substance, as defined and noted below, intended for use as an explosive.

	b.		Loading of fireworks, fuses, or any explosive substance defined below into containers for use as explosive objects, propellant charges or detonation devices and the storage thereof.
	c.		Manufacturers or importers of any product in which fireworks, fuses, or any explosive substance defined below is an ingredient.
	d.		Handling, storage, transportation or use of fireworks, fuses, or any explosive substance defined below.

			NOTE: An explosive substance is defined as any substance manufactured for the express purpose of exploding as differentiated from commodities used industrially and which are only incidentally explosive.
	13.		Manufacture, production, refining, storage, wholesale distribution or transportation of natural or artificial fuel gas, butane, propane or liquefied petroleum gases or gasoline, except when written as incidental coverages as defined in the Company’s Underwriting Guidelines.
	14.		Onshore and offshore gas and oil drilling operations.
	15.		Ownership, maintenance or use of any airport or aircraft, including fueling, or any device or machine intended for and/or aiding in the achievement of atmospheric flight, projection or orbit except as respects corporate-owned aircraft with capacity of up to four passengers.
	16.		Municipalities, except for those with a population less than 25,000.
	17.		Any actual or alleged liability whatsoever for any claim or claims in respect of loss or losses directly or indirectly arising out of, resulting from or in consequence of, or in any way involving asbestos, or any materials containing asbestos in whatever form or quantity.

D.		THE FOLLOWING RISKS AS RESPECTS TERRORISM
		Terrorism losses arising from Airports, Bridges, Government Buildings, Nuclear Facilities, Office Buildings over 25 stories, Security Services, Stadiums and Tunnels, Nuclear, Biological and Chemical exposures, Explosive Manufacturing risks, Fertilizer mixing Plants, Railroads, Amusement/Theme parks with greater than 5,000 person capacity, Distribution and Manufacturing of weapons/munitions.
E.		The Company and the Subscribing Reinsurer have agreed on the Company’s Underwriting Guidelines, as respects policies covered under this Agreement. The Company shall advise the Reinsurer of any change in such Underwriting Guidelines.
F.		In the event the Company is inadvertently bound on any risk which is excluded under this Agreement, the reinsurance provided under this Agreement shall apply to such risk until discovery by the Company within its Home Office of the existence of such risk and for 45 days thereafter or for the period required by statutes, and shall then cease unless within such period, the Company has received from the Subscribing Reinsurer written notice of its approval of such risk.

ARTICLE X — SPECIAL ACCEPTANCES

Agreement No. RAM Re SumCX — 2006

A.		Risks which are beyond the terms, conditions or limitations of this Agreement may be submitted to each Subscribing Reinsurer identified on the attached Interests and Liabilities Agreement for special acceptance hereunder. Upon receipt of approval from all Subscribing Reinsurers, such acceptance shall bind each Subscribing Reinsurer for its respective share in the interests and liabilities of said risk. A Subscribing Reinsurers’ failure to respond within 2 full business days shall be deemed approval of a risk submitted for special acceptance.
B.		When a risk is specially accepted, such risk shall be covered under the terms and conditions of this Agreement, except as such terms shall be modified by such acceptance. Premiums and losses derived from any special acceptance shall be included with other data for rating purposes of this Agreement. Once a risk has been accepted under the provisions of this Article, it will automatically be included at renewal unless there have been material changes to the risk, in which case the risk will be resubmitted.

ARTICLE XI — LOSS OCCURRENCE

	A.		The term “Loss Occurrence” as used herein is defined as an accident or occurrence or series of accidents or occurrences arising out of or caused by one event, except that as respects occupational disease and cumulative trauma:
	B.		As respects an occupational or other disease or cumulative injury under Workers Compensation and Employers Liability, each case of an employee contracting any disease for which the Company may be liable shall be considered a separate and distinct occurrence and the date of each occurrence shall be deemed to be as follows:

	1.		If the case is compensable under the Workers Compensation Law or any Occupational Disease Compensation Act, the date of the beginning of the disability for which compensation is payable;
	2.		If the case is not compensable under the Workers Compensation Law or any Occupational Disease Compensation Act, the date of the disability due to said disease actually began;
	3.		Where claim is made after employment has ceased, then the date of the cessation of employment shall be deemed to be the date of disability;
	4.		Notwithstanding the foregoing, in the incidence of a sudden catastrophic event not exceeding 24 hours in duration including traumatic injury or death, all losses to all employers shall be deemed an occurrence.

ARTICLE XII — REINSURANCE PREMIUM

The rates set forth in Section 3 of the attached Exhibits A, B and C, shall be applied to the Company’s Subject Earned Premium for the business covered as stated in Paragraph D. of Article I — Business Covered.

A.		The term “Subject Earned Premium” as used herein will be based on Standard Premium less approved premium discounts.
B.		The term “Standard Premium” is determined as defined in NCCI’s Basic Manual. It is determined on the basis of authorized rates, disease loadings, nonrateable elements, aircraft

Agreement No. RAM Re SumCX — 2006

seat surcharges, premium for increase limits of liability, experience rating modification, applicable schedule rating modifications, minimum premiums and other approved rate modifications. It excludes expense constant. Terrorism Risk Insurance Act of 2002, retrospective rating plan adjustments and premium discounts.

ARTICLE XIII — REPORTS AND REMITTANCES

A.		The Company shall furnish the Subscribing Reinsurer with all necessary data respecting premiums and losses for as long as one of the parties hereto has a claim against the other arising from this Agreement.
B.		Quarterly Deposit Premiums equal to 1/4 of the 100% of Annual Deposit Premium will be remitted on January 15, May 15, August 15 and November 15, according to the schedule below. The Company shall submit finalized accounts to the Subscribing Reinsurer on February 15, of the subsequent year, summarizing the actual subject earned premium for the previous Agreement Year. The difference between the deposit premium and the actual subject earned premium will be settled to/from the Company within 15 days of February 15. However, in no event shall the annual adjusted premium be less than the Annual Minimum Premium for each layer, set forth below:

		Annual				Annual				Quarterly
Layer		Minimum				Deposit				Deposit
1. Exhibit A		$	10,353,485			$	12,941,856			$	3,235,464
2. Exhibit B		$	1,811,947			$	2,264,934			$	566,234
3. Exhibit C		$	1,258,635			$	1,573,293			$	393,323

Payment by the Subscribing Reinsurer of its portion of loss and Loss Adjustment Expenses paid by the Company shall be made by the Subscribing Reinsurer to the Company immediately upon reasonable evidence of the amount due or to be deemed being furnished by the Company.

ARTICLE XIV — LOSS ADJUSTMENT AND SETTLEMENT

The Company shall give notice, as soon as practicable, to the Subscribing Reinsurer of any claim that it has reason to believe could involve this Agreement. The Company shall keep the Subscribing Reinsurer informed of significant developments likely to affect the cost of any claim or claims hereunder.

The Company may commence, continue, defend, settle, or withdraw from actions, suits, or prosecutions and, generally, do all such things relating to any claim or loss in which the Subscribing Reinsurer is interested as, in the Company’s judgment, may be beneficial or expedient to the Company and the Subscribing Reinsurer. The Company shall be the sole judge as to what claims are covered under its Policies. All of the Company’s Ultimate Net Loss (and loss occurrences), as well as all loss settlements made and judgments paid by the Company, provided they are within the terms of this Agreement either under the strict conditions of the Company’s Policies or by way of compromise, shall be unconditionally binding upon the Subscribing Reinsurer, who agrees to pay all amounts for which they are liable immediately upon reasonable evidence of the amount due being furnished to the Subscribing Reinsurer by the Company. The true intent of this Agreement is that the Subscribing Reinsurer shall, in every case to which this Agreement applies, follow the settlements of the Company,

Agreement No. RAM Re SumCX — 2006

The Company shall advise the Subscribing Reinsurer of all claims which:

	1.		Are reserved by the Company for an amount in excess of 50% of its retention;
	2.		Originate from fatal injuries;
	3.		Originate from the following kinds of bodily injury:

	a.		Brain injuries resulting in impairment of physical function;
	b.		Spinal injuries resulting in a partial or total paralysis of upper or lower extremities;
	c.		Amputation or permanent loss of use of upper or lower extremities;
	d.		Severe burn injuries;
	e.		Loss of sight in one or both eyes;
	f.		All other injuries likely to result in a permanent disability rate of 50% or more.

ARTICLE XV — SALVAGE AND SUBROGATION

The Reinsurers shall be credited with their share of salvage and/or subrogation in respect of claims and settlements under this Agreement, less their share of recovery expense. Unless the Company and Reinsurers agree to the contrary, the Company shall enforce its right to salvage and/or subrogation and shall prosecute all claims arising out of such right. Should the Company refuse or neglect to enforce this right, the Reinsurers are hereby empowered and authorized to institute appropriate action in the name of the Company.

Amounts recovered from salvage and/or subrogation shall always be used to reimburse the excess Reinsurers (and the Company, should it carry a portion of excess coverage net) in the reverse order of their participation in the loss before being used in any way to reimburse the Company for its primary loss. If the amount recovered exceeds the recovery expense, the recovery expense shall be borne by each party in proportion to its benefit from the recovery. If the recovery expense exceeds the amount recovered, the amount recovered (if any) shall be applied to the reimbursement of recovery expense and the remaining expense, as well as any originally incurred loss expense, shall be added to the Ultimate Net Loss. If no amount is recovered from salvage and/or subrogation, the expense incurred in attempting such recovery shall be deemed loss expense and shall be added to the Ultimate Net Loss.

ARTICLE XVI — FEDERAL TERRORISM RECOVERY CLAUSE

Any loss reimbursement the Company receives from the United States Government under the Terrorism Risk Insurance Act of 2002 (“TRIA”) as a result of loss occurrences commencing during the term of this Agreement shall apply as follows:

Except as provided below, any loss reimbursement under TRIA shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Agreement.

Agreement No. RAM Re SumCX — 2006

If one or more loss occurrences commencing during the term of this Agreement result(s) in reinsurance recoveries to the Company under this Agreement and reimbursement under TRIA, and such amounts, together with any other reinsurance recoveries to the Company for said loss occurrence(s), exceed the total amount of “Insured Losses” to the Company, any amount in excess thereof shall be held by the Company. The Company shall then reimburse the Subscribing Reinsurer a portion of such excess recovery in an amount equal to the proportion that the Subscribing Reinsurer’s payment under this Agreement bears to the total treaty reinsurance recoveries to the Company for Insured Losses for said loss occurrence(s). Provided, however, that in no event shall such reimbursement exceed the amount paid by the Subscribing Reinsurer to the Company under this Agreement.

For purposes hereof, if a loss reimbursement received by the Company under TRIA is based on the Company’s Insured Losses in more than one loss occurrence and neither the Secretary of the Treasury nor his delegatee specifies the amount of loss allocable to each respective loss occurrence, the reimbursement shall be pro-rated in the proportion that the Company’s Insured Losses in each loss occurrence bears to the Company’s total Insured Losses resulting from all loss occurrences to which the reimbursement applies.

For purposes of this Article: (a) “TRIA” shall mean the Terrorism Risk Insurance Act of 2002 and any subsequent amendments thereto; and (b) “Insured Loss(es)” shall have the same meaning as set forth in Section 102(5) of TRIA.

ARTICLE XVII — ACCESS TO RECORDS

Except as otherwise provided in this Article, the Subscribing Reinsurer, or its duly authorized representative, may upon reasonable prior written notice to the Company, at Subscribing Reinsurer’s own expense, examine at the offices of the Company, during normal office hours, the Company’s Policy, accounting, underwriting, or claim records and files, or any such additional relevant records and files, as they exist in the Company’s possession or reasonable control, relating to business ceded under this Agreement. The Subscribing Reinsurer’s notice shall reasonably describe the nature of the inspection that it wishes to conduct, the persons conducting the inspection and upon notice of available files from the Company, the files that it wishes to review. Subject to the limitations expressed in this Article, this right of inspection shall survive termination or expiration of this Agreement and shall continue as long as either Party has any rights or obligations under this Agreement.

The Company reserves the right to deny the Subscribing Reinsurer access to records or files concerning any particular claim(s) if the Subscribing Reinsurer has not disputed liability for payment of such claim(s), and payment of such claim(s) is more than ninety (90) days overdue according to the Company’s records. The Company shall, however, prior to an arbitration demand that may be instituted by either party, continue to respond to reasonable specific requests for information and questions raised by the Subscribing Reinsurer concerning such claims; and nothing in this Article shall restrict the right or ability of the Subscribing Reinsurer to seek discovery of relevant information in an arbitration proceeding pursuant to the Arbitration Article of this Agreement.

As a condition precedent to access to records under this Article, the Subscribing Reinsurer, its personnel and any authorized third party representative of the Subscribing Reinsurer shall agree to the provisions of the Confidentiality Article of this Agreement.

The Company reserves the right to withhold any documents from Subscribing Reinsurer (a) concerning Trade Secrets of the Company, (b) subject to the terms of a third party non-disclosure agreement with the Company requiring third party consent to disclosure, (c) subject to the Work Product Privilege or Attorney-Client Privilege or (d) concerning individual private information that as

Agreement No. RAM Re SumCX — 2006

a matter of law cannot be disclosed by the Company (hereinafter referred to in the Agreement as “Privileged Documents”). The Company shall reasonably try to exempt the Reinsurers from any third party non-disclosure agreement or obtain consent from the third party to disclose to the Subscribing Reinsurer.

Notwithstanding the foregoing, the Company shall permit and not object to the Subscribing Reinsurer’s access to Privileged Documents in connection with the underlying claim reinsured hereunder following final settlement or final adjudication of the case or cases involving such claim, with prejudice against all claimants, and all parties to such adjudications; provided that the Company, may defer release of such Privileged Documents if there are subrogation, contribution, or other third party actions with respect to that claim or case, which might jeopardize the Company’s defense by release of such Privileged Documents. In the event that the Company shall seek to defer release of such Privileged Documents, it will in consultation with the Subscribing Reinsurer take other steps as reasonably necessary to provide the Subscribing Reinsurer with the information it reasonably requires to indemnify the Company without causing a loss of such privileges. The Subscribing Reinsurer, however, shall not have access to Privileged Documents relating to any dispute between the Company and the Subscribing Reinsurer.

For purposes of this Article, “Trade Secrets” shall have the meaning provided in Section 1839 of the United States Economic Espionage Act of 1996. “Attorney-Client Privilege” shall mean communications of a confidential nature between a) the Company, or anyone retained or in the control of the Company, or its or its affiliates’ in-house or outside legal counsel, or anyone in the control of such legal counsel, and b) any in-house or outside legal counsel which relate to legal advice being sought by the Company and/or which contains legal advice being provided to the Company. “Work Product Privilege” shall mean communications, written materials and tangible things prepared by or for in-house or outside counsel, or prepared by or for the Company, in anticipation of or in connection with litigation, arbitration, or other dispute resolution proceedings.

ARTICLE XVIII — DIVIDENDS AND TAXES

In consideration of the terms of this Agreement, the Company shall not claim any deduction in respect of any amount paid as dividends or as reinsurance premium when making tax returns, other than income or profits tax returns to any State or to the District of Columbia.

ARTICLE XIX — FEDERAL EXCISE TAX

This Article is applicable to any Subscribing Reinsurer who is domiciled outside of the United States of America, except for any Subscribing Reinsurer exempt from Federal Excise Tax. A Subscribing Reinsurer that claims exempt status from Federal Excise Tax shall provide to the Company, upon its request, proof that the exempt status adequately satisfies the demands of the U.S. Internal Revenue Agency and/or other applicable U.S. government authority.

Each Subscribing Reinsurer shall allow the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) for the purpose of paying Federal Excise Tax to the extent such premium is subject to such tax.

In the event of any return of premium, the Subscribing Reinsurer shall deduct the aforesaid percentage from the return premium payable hereon and the Company or its agent shall recover such tax from the United States Government.

ARTICLE XX — GOVERNING LAW

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The validity and interpretation of this Agreement shall be governed by and construed in accordance with the law of the State of New Hampshire.

ARTICLE XXI — CURRENCY

Whenever a reference to a monetary currency appears in this Agreement, it shall be construed to mean United States Dollars (“USD”). However, in those cases where the Policies are issued by the Company using Canadian Dollars (“CAD”), it shall mean Canadian Dollars. All payments made by either party shall be made in United States Dollars except that payments made involving Policies issued using Canadian Dollars shall be made in Canadian Dollars.

ARTICLE XXII — OFFSET

Each party to this Agreement together with their successors or assigns shall have and may exercise, at any time, the right to offset any balance(s) due the other (or, if more than one, any other). Such offset may include balances due under this Agreement, and any other agreements between the parties, whether such balances arises from premium, losses, or otherwise, and regardless of the capacity of any party, whether as assuming and/or ceding insurer, under the various reinsurance agreements involved, provided however, that in the event of insolvency of a party hereto, offsets shall only be allowed in accordance with the provisions of the applicable law, statute, or regulation governing such offset.

ARTICLE XXIII — ERRORS AND OMISSIONS

Any inadvertent delay, omission, or error in complying with the terms and conditions of this Agreement shall not be held to relieve either party hereto from any liability, which would attach to it hereunder if such delay, omission, or error had not been made, provided such delay, omission, or error is rectified upon discovery.

ARTICLE XXIV — INSOLVENCY

(If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Agreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.)

In the event of the insolvency of the Company, reinsurance under this Agreement shall be payable on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company by any court of competent jurisdiction or by any liquidator, receiver, conservator, or statutory successor of the Company having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims. Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator, or statutory successor, except to the extent Section 4118(a) of the New York Insurance Law applies, or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Subscribing Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Subscribing Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees.

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It is agreed, however, that the liquidator, receiver, conservator, or statutory successor of the insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim against the insolvent Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Subscribing Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Subscribing Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Subscribing Reinsurer.

Where two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company.

With respect to California Workers Compensation loss(es), it is agreed that in the event of any delinquency proceeding, receivership, or insolvency of the Company and/or the failure of the Subscribing Reinsurer, for any reason, to make payments under this Agreement, the Insurance Commissioner of California may, upon 30-days notice, draw upon any sums from the deposit made by the Subscribing Reinsurer in accordance with the provisions of sections 11691 — 11703 of the California Insurance Code.

ARTICLE XXV — MEDIATION

A.		In the event of any dispute or difference of opinion arising out of or relating to this Agreement, including but not limited to the formation, interpretation, performance or breach of this Agreement, whether such dispute arises before or after the expiration of this Agreement, the Company and the Subscribing Reinsurer may mutually agree in writing that, prior to proceeding with arbitration, they will submit such dispute or difference of opinion to non-binding mediation which will be held at a location mutually agreed by the parties.
B.		Each party shall submit a list of not more than four (4) potential mediators to the other party within the fourteen (14) days of reaching such mutual agreement. The two parties shall then agree on the appointment on one (1) mediator from the combined lists within seven (7) days. The mediator shall be a neutral, impartial third party, without past employment or directorial relationships with the parties to the mediation. Such mediator shall make full disclosure of all past partisan relationships with either the Company or Subscribing Reinsurer to the parties within seven (7) days of his or her notification that he or she has been selected as a Mediator.
C.		If the Company and the Subscribing Reinsurer cannot agree on a mediator within twenty one (21) days from the date of a mutual agreement to mediate, then arbitration proceedings may commence in accordance with the Arbitration Article.
D.		The mediator will schedule an initial mediation session within thirty (30) days of his or her appointment and will be responsible for the formulation of an agenda to be distributed to the parties involved in the mediation not less than five (5) days before the mediation commences.
E.		The mediator will not have the power of enforcement of any agreement between the parties nor will the mediator have any right to assess any damages, including punitive damages, to either party participating in the mediation.
F.		If, in the opinion of the mediator, the parties cannot resolve the dispute or difference of opinion, Arbitration proceedings may commence in accordance with the Arbitration Article. In any event, the mediation shall conclude within sixty (60) days of its referral to the mediator. Should the

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		mediation not be resolved in sixty (60) days, then arbitration proceedings may commence in accordance with the Arbitration Article.
G.		Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the mediator and the place of mediation.

ARTICLE XXVI — ARBITRATION

A.		Disputes to be Arbitrated. With the exception of any dispute resolution procedures regarding commutation that are otherwise contained in this Agreement and any mutual agreement to initially mediate any dispute pursuant to the Mediation Article, any and all disputes between the Company and any Subscribing Reinsurer or Reinsurers (“Party” individually or “Parties” collectively) arising out of, relating to, or concerning this Agreement, whether sounding in contract or tort and whether arising during or after this Agreement’s formation, or after its termination, including disputes as to whether the Agreement was validly formed or is voidable, shall be submitted to the decision of an arbitration panel (“Panel”). The Panel shall consist of an umpire and two party-appointed arbitrators unless a Party meets the requirements of Paragraph C of this Article and demands arbitration pursuant thereto, in which case the Panel would consist of an umpire only.
B.		Procedures. Except as provided herein, any arbitration shall be based upon the Procedures for the resolution of U.S. Insurance and Reinsurance Disputes, Regular Panel Version, dated April 2004 (the “Procedures”), developed by the Insurance and Reinsurance Dispute Resolution Task Force, subject to the following modifications:

	1.		Qualifications of the arbitrators and umpires shall be in accordance with Alternative section 6.2 of the Procedures.
	2.		The Parties hereby designate the umpire list maintained by ARIAS (U.S.) as the list to be used in the event that section 6.7(a) of the Procedures is invoked.
	3.		Unless otherwise mutually agreed, the members of the Panel shall be impartial and disinterested. The members of the Panel may not be: (1) in the control of any Party or its parent, affiliate, or agent, (2) a former director or officer of any Party or its parent, affiliate, or agent, or (3) a likely witness in the arbitration. The requirement of impartiality means that all members of the Panel shall have the same obligation to approach the Panel’s duties and decisions with fairness and without consideration for the fact that Panel members may have been appointed by one of the Parties. The requirement of impartiality does not mean that any arbitrator can have no previous knowledge of or experience with respect to issues involved in the dispute or disputes.
	4.		The first sentence of Section 10.4 of the Procedures shall be replaced by the following sentence: “The Panel shall require that each Party submit concise written statements of position, including summaries of the facts and evidence a Party intends to present, discussion of the applicable law and the basis for the requested Award or denial of relief sought.”
	5.		Once the Panel has been constituted, no Party (or anyone acting for a Party) shall have any communications concerning the arbitration or any of the issues before the Panel with any member of the Panel that is not also disclosed to all other Parties and all members of the Panel. Each Panel member shall have a continuing duty to disclose promptly to all Parties and all Panel members any violation of this prohibition and the specifics of any improper communications that occurred. This prohibition shall remain in place until all

Agreement No. RAM Re SumCX — 2006

			challenges to any arbitration awards and decisions have been either waived or finally concluded.
	6.		Section 11.1 of the Procedures shall be replaced by the following provision: “The Parties may propound discovery seeking disclosure of such information and/or documents relevant to the dispute or necessary for the proper resolution of the dispute.”
	7.		Position statements may be amended at any reasonable time, but not later than the close of discovery without a showing to the Panel that the amending Party could not reasonably have raised the new claim or issue at an earlier time.
	8.		The Panel shall hold an evidentiary hearing, if one is necessary, within one year of the arbitration demand, unless the Parties otherwise agree. Should a Party seek a reasonable extension to this time frame for good cause shown, the other Party’s agreement shall not be unreasonably withheld.
	9.		To the extent permitted by the law, the Panel shall have the authority to issue subpoenas and other orders to enforce its decisions.
	10.		The Panel may award reasonable attorneys’ fees and arbitration costs to the prevailing Party, as determined by the Panel.
	11.		Section 14.3 of the Procedures shall be replaced by the following provision: “The Panel shall make a decision and issue an award with regard to the terms expressed in this Agreement, and the custom and practice of the property and casualty insurance and reinsurance business. The Panel shall not be obligated to follow the strict rules of law and evidence.”

C.		Alternative Streamlined Procedures. Notwithstanding the foregoing provisions of this Article, the Alternative Streamlined Procedures set forth in section 16 of the Procedures, as modified by sections B3, B4, and B9 through B11 of this Article, shall apply in the event that, in a consolidated proceeding or otherwise, the Party initiating arbitration is seeking payment of a total amount that is no greater than one million dollars ($1,000,000), or the currency equivalent thereof. Sections 16.1, 16.2, 16.3 and the second sentence of section 16.4 of the Alternative Streamlined Procedures shall not apply. The Parties agree to comply with section 6.7 of the Procedures to appoint a single umpire, and hereby designate the umpire list maintained by ARIAS (U.S.) as the list to be used in section 6.7(a).
D.		Hearing Location. The hearing shall be held in Boston, Massachusetts, unless the Parties mutually agree to a different location.
E.		Confirmation. Either Party may apply to a court of competent jurisdiction for an order confirming any award of the Panel; a judgment of that court shall thereupon be entered on any award. If such an order is issued, the Party against whom confirmation is sought shall pay the attorneys’ fees incurred of the Party who applied for the confirmation order and all court costs of any such proceeding.
F.		Equitable Relief from a Court of Law. Nothing herein shall be construed to prevent any participating Party from applying to a court of competent jurisdiction to issue a restraining order or other equitable relief to maintain the “status quo” of the Parties participating in the arbitration pending the decision and award by the Panel.
G.		Consolidated Proceedings.

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	1.		Same agreement, single Subscribing Reinsurer. Both the Company and any single Subscribing Reinsurer on this Agreement have the right to combine any and all disputes between them that concern this Agreement (including any renewal of this Agreement or any agreement for which this Agreement is a renewal) into a single arbitration proceeding before a single Panel, except that the standard for determining whether a Party may add a new issue, claim, or dispute to an arbitration proceeding shall be the standard for amending a Position statement, as set forth in Paragraph B7 of this Article.
	2.		Multiple agreements, single Subscribing Reinsurer. The Company has the right to combine any and all disputes between the Company and a single Subscribing Reinsurer into a single arbitration proceeding before a single Panel where such disputes involve this Agreement and any additional agreements between the two Parties, except that the standard for determining whether a Party may add a new issue, claim, or dispute to an arbitration proceeding shall be the standard for amending a Position statement, as set forth in Paragraph B7 of this Article.
	3.		Same agreement, multiple Reinsurers. At the Company’s option, if more than one Subscribing Reinsurer is involved in arbitration relating to this Agreement, where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such Reinsurers shall constitute and act as one Party for purposes of this Article and communications shall be made by the Company to each of the Reinsurers constituting the one Party; provided, however, that the Reinsurers shall have the right to assert several, rather than joint defenses or claims, and to be represented by separate counsel. This provision shall not change the liability of each of the Reinsurers under the terms of this Agreement from several to joint.

H.		Choice of Law. The law set forth in the Governing Law Article shall apply to this Arbitration Article. In addition, to the extent the Panel (or the umpire in an Alternative Streamlined Procedure) looks to applicable law, such Panel or umpire shall apply the law as set forth in the Governing Law Article of this Agreement.
I.		Survival of Article. This Article shall survive the termination or expiration of this Agreement.

ARTICLE XXVII — SPECIAL CONDITIONS

The Company may terminate this Agreement at any time by the giving of 30 days prior notice in writing to the Subscribing Reinsurer upon the happening of any one of the following circumstances:

A.		A State insurance Department or other legal authority orders the Subscribing Reinsurer to cease writing business; or
B.		The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary) or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or
C.		The Subscribing Reinsurer’s policyholders’ surplus has been reduced by 25% of the amount of surplus at the inception of this Agreement; or
D.		The Subscribing Reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the Reinsurer’s operations at the inception of this Agreement; or

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E.

The Subscribing Reinsurer’s A.M. Best Rating has been assigned or downgraded below A- or Standard and Poor’s Counterparty Credit and Financial Strength rating has been assigned or downgraded below A-.

The coverage afforded by this Agreement shall cease as of the date of termination and the Subscribing Reinsurer shall return the unearned premium, if any. If coverage hereunder terminates while a claim covered by this Agreement is in progress, the Subscribing Reinsurer shall be liable subject to all other conditions hereof for its proportion of the entire claim, provided that the event giving rise to the claim started before such termination.

If the Company elects to terminate this Agreement, the Company shall have the option to commute the Subscribing Reinsurer’s liability for loss(es), whether reported or unreported, comprising the sum total of the present value of the ceded (1) case reserves and allocated loss adjustment expense, (2) projected ultimate losses, (3) any unearned premium reserve, and (4) undiscounted outstanding paid claims (hereinafter the “Commutation Losses”), on Policies covered by this Agreement as of the effective date of termination.

A.		The Company shall submit a statement of valuation showing the elements considered reasonable to establish the Commutation Losses, and the Subscribing Reinsurer shall pay the amount requested. In the event the Company and the Subscribing Reinsurer cannot agree on the statement of valuation of the Subscribing Reinsurer’s liability under such Policies, either party may request in writing that the differences be settled by a panel of three actuaries. Each party shall appoint an actuary to assess such liability within 15 days after receipt of the written request for commutation. Upon such appointment, the two actuaries shall appoint a third actuary. If the two actuaries fail to agree on the third actuary within 30 days of their appointment, each of them shall nominate three individuals, of whom the other shall decline two, and the final decision shall be made by drawing lots. The actuaries shall then investigate and capitalize such Commutation Loss (es) within 30 days. As used herein, “capitalize” shall mean to determine the present value of Commutation Losses, without regard to the Subscribing Reinsurer’s ability to pay such losses. The panel shall meet in Boston Massachusetts, unless the Company and Subscribing Reinsurer agree otherwise.
B.		All actuaries shall be disinterested in the outcome of the commutation and shall be Fellows of the Society of Actuaries/Fellows of the Casualty Actuarial Society. Except as stated below, the expense of the actuaries and of the commutation shall be equally divided between the parties of the commutation.
C.		The decision in writing of the actuaries, when filed with the parties hereto, shall be final and binding, except that if the Company does not agree with the capitalized value of the Commutation Loss(es), the Company shall have no obligation to commute. In the event the Company does not agree with the capitalized value of the Commutation Loss(es) and does not move forward with commutation, the expense of the actuaries [including reasonable expense of the actuary appointed by the Subscribing Reinsurer] will be paid by the Company. If the Agreement is commuted, payment by the Subscribing Reinsurer to the Company or any other third party mutually agreed upon by the Subscribing Reinsurer and the Company shall constitute a complete and final release of the Subscribing Reinsurer in respect to its liability under this Agreement.

Termination under the terms of this Article can be made after the date of expiration of this Agreement.

ARTICLE XXVIII — THIRD PARTIES

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This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted to such third party by the terms of this Agreement.

ARTICLE XXIX — UNAUTHORIZED REINSURANCE

(Applies only to a Subscribing Reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company’s reserves.)

As regards Policies or bonds issued by the Company coming within the scope of this Agreement, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for unearned premium and losses covered hereunder which it shall be required by law to set up, it will forward to the Subscribing Reinsurer a statement showing the proportion of such reserves which is applicable to the Subscribing Reinsurer. The Subscribing Reinsurer hereby agrees to fund such reserves in respect of unearned premium, known outstanding losses that have been reported to the Subscribing Reinsurer and allocated loss adjustment expense relating thereto, losses and allocated loss adjustment expense paid by the Company but not recovered from the Subscribing Reinsurer, plus reserves for losses incurred but not reported as determined by the Company, as shown in the statement prepared by the Company (hereinafter referred to as “Subscribing Reinsurer Obligations”) by Letters of Credit unless the method of funding is determined by applicable law, statute, or regulation.

The Subscribing Reinsurer agrees to apply for and secure timely delivery to the Company of clean, irrevocable, and unconditional Letters of Credit issued by a bank that is a qualified U.S. financial institution and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company’s reserves in an amount equal to the Subscribing Reinsurer’s proportion of said reserves. At the Company’s request, Subscribing Reinsurer will agree to provide separate Letters of Credit for any distinct legal entities within the Company covered under this Agreement. Such Letters of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless 60 days prior to any expiration date the issuing bank shall notify the Company by certified mail that the issuing bank elects not to consider the Letters of Credit extended for any additional period.

The Subscribing Reinsurer and Company agree that the Letters of Credit provided by the Subscribing Reinsurer pursuant to the provisions of this Agreement may be drawn upon at any time, notwithstanding any other provision of this Agreement, and be utilized by the Company or any successor, by operation of law, of the Company, including without limitation, any liquidator, rehabilitator, receiver, or conservator of the Company, without diminution because of the insolvency of the Company or the Subscribing Reinsurer for one or more of the following purposes:

A.		To reimburse the Company for the Subscribing Reinsurer’s share of premiums returned to the owners of Policies reinsured under this Agreement because of cancellations of the Policies;
B.		To reimburse the Company for the Subscribing Reinsurer’s share of surrenders and benefits or losses paid by the Company under provisions of the Policies reinsured under this Agreement;
C.		To fund an account with the Company in an amount, at least, equal to the deduction for reinsurance ceded from the Company liabilities for Policies ceded under this Agreement. The account shall include, but not be limited to, amounts for Policy reserves, claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premium reserves; and
D.		To pay any other amounts the Company claims are due under this Agreement.

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The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company.

At annual intervals or more frequently as agreed, but never more frequently than quarterly, the Company shall prepare a specific statement of the Subscribing Reinsurer’s Obligations, for the sole purpose of amending the Letters of Credit, in the following manner:

A		If the statement shows that the Subscribing Reinsurer’s Obligations exceed the balance of credit as of the statement date, the Subscribing Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letters of Credit increasing the amount of credit by the amount of such difference.
B.		If, however, the statement shows that the Subscribing Reinsurer’s Obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the Subscribing Reinsurer, release such excess credit by agreeing to secure an amendment to the Letters of Credit reducing the amount of credit available by the amount of such excess credit.

ARTICLE XXX — SERVICE OF SUIT

(This article applies to unauthorized Reinsurers and to Reinsurers who are domiciled outside the United States of America.)

This Service of Suit Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Agreement.

In the event of the failure of the Subscribing Reinsurer to pay any amount claimed to be due hereunder, the Subscribing Reinsurer, at the request of the Company, will submit to the jurisdiction of a Court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Subscribing Reinsurer’s right to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any state in the United States. The Subscribing Reinsurer, once the appropriate Court is selected, whether such court is the one originally chosen by the Company and accepted by the Subscribing Reinsurer or is determined by removal, transfer, or otherwise, as provided for above, will comply with all requirements necessary to give said Court jurisdiction and, in any suit instituted against any of them upon this Agreement, will abide by the final decision of such Court or of any Appellate Court in the event of an appeal.

Service of process in such suit may be made upon Mendes & Mount, LLP, 750 Seventh Avenue, New York, NY 10019-6829.

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The above-named are authorized and directed to accept service of process on behalf of the Subscribing Reinsurer in any such suit. Further, pursuant to any statute of any state, territory, or district of the United States that makes provision therefore, the Subscribing Reinsurer hereby designates the Superintendent, Commissioner, or Director of Insurance, or other officer specified for that purpose in the statute, or their successor(s) in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceedings instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Agreement, 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 XXXI — CONFIDENTIALITY CLAUSE

Confidential Information. The submission materials, and any Policy, financial, underwriting, accounting, and claims information, data statements, representations, and other materials provided by the Company and received by the Subscribing Reinsurer in the course of an audit, inspection, or

otherwise, represent confidential or proprietary information (“Confidential Information”). This Confidential Information is intended for the sole use of the Subscribing Reinsurer (and its retrocessionaires, respective auditors and legal counsel) as may be necessary in analyzing and/or accepting a participation in and/or executing its responsibilities under or related to this Agreement. Subscribing Reinsurer acknowledges and agrees that with respect to any review of Confidential Information by Subscribing Reinsurer, and/or discussion of Confidential Information, Company does not waive and does not intend to waive any available privilege or protection. The review of Confidential Information by Subscribing Reinsurer and/or discussion of Confidential Information with Company shall not destroy, waive, or otherwise impair the proprietary and/or protected status of any Confidential Information or any information revealed in such discussion with Company personnel, whether reviewed by and/or discussed with Subscribing Reinsurer intentionally or inadvertently, nor does the review of the Confidential Information and/or discussion of Confidential Information with Company constitute an estoppel or waiver of Company’s rights to assert the attorney-client or work-product privileges, or any other applicable privilege or protection, over certain documents contained in the Company files and/or certain information.

The Company and Subscribing Reinsurer agree that no confidentiality obligations will apply to Confidential Information to the extent such Confidential Information: (1) is or becomes available to the public, other than as a result of impermissible disclosure by the Subscribing Reinsurer, (2) was or became available lawfully to Subscribing Reinsurer from a source, other than Company or its personnel, that is not subject to a confidentiality obligation, (3) was developed independently by Subscribing Reinsurer prior to disclosure by Company or its personnel, as demonstrated by Subscribing Reinsurer’s records, or (4) is required to be disclosed by law, regulation, court, or regulatory agency action.

Subscribing Reinsurer agrees to preserve all confidentiality and privilege pertaining to all Confidential Information provided by Company and all knowledge and information gained through its review of Confidential Information or discussions with Company personnel. Subscribing Reinsurer further agrees not to disclose any such Confidential Information to any other person or entity except as such disclosure may be necessary to its retrocessionaires, accountants, attorneys, or as otherwise required by law. Subscribing Reinsurer agrees that no Confidential Information is to be copied and/or removed from Company’s premises without the express permission of Company.

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Non-Public Personally Identifiable Information. Additionally, any disclosure of non-public personally identifiable information shall comply with all state and federal statutes and regulations governing the disclosure of non-public personally identifiable information. “Non-public personally identifiable information” is financial or medical information of or concerning a private person which either has been obtained from sources which are not available to the general public or obtained from the person who is the subject and which information is included in data files exchanged by the parties hereto. For the purposes hereof, the terms shall include data elements such as names and addresses of individuals. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Company.

Third-Party Demand. Should Subscribing Reinsurer receive a third-party demand pursuant to subpoena, summons, or court or governmental order, to disclose Confidential Information (including Non-public personally identifiable information) that has been provided by the Company, the Subscribing Reinsurer shall make commercially reasonable efforts to notify the Company promptly upon receipt of the demand and prior to disclosure of the Confidential Information and provide the Company a reasonable opportunity to object to the disclosure. If the Company timely objects to the release of the Confidential Information, the Subscribing Reinsurer will comply with the reasonable requests of the Company in connection with the Company’s efforts to resist release of the Confidential Information. The Company shall bear the cost of resisting the release of the Confidential Information.

Survival. The parties agree that the obligations contained in this Article shall survive the expiration or termination of this Agreement.

ARTICLE XXXII — AMENDMENTS

This Agreement may be amended by mutual consent of the parties expressed in an addendum; and such addendum, when executed by both parties, shall be deemed to be an integral part of this Agreement and binding on the parties hereto.

ARTICLE XXXIII — SEVERABILITY

If any provision of this Agreement shall be rendered illegal or unenforceable by the laws, regulations, or public policy of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Agreement or the enforceability of such provision in any other jurisdiction.

ARTICLE XXXIV — INTEREST PENALTY

The interest amounts provided for in this Article shall apply to the Subscribing Reinsurer or to the Company in the following circumstances:

A.		If a loss payment owed by the Subscribing Reinsurer to the Company is not received within 45 calendar days following the date of presentation to the Subscribing Reinsurer of information necessary to approve payment of the claim, and/or
B.		If any premium payment owed by the Company to the Subscribing Reinsurer is not received within 45 calendar days following the date on which payment is due, and/or
C.		If any premium adjustment, agreed by either party to the other, is not received within 150 calendar days following the expiry or anniversary of this Agreement, and/or

Agreement No. RAM Re SumCX — 2006

D.

If any return of premiums, commissions, profit sharing, or any amounts not provided in paragraphs A, B, and C above, are not received in accordance with the date specified in this Agreement or if no date is specified, within 90 calendar days following the date the debtor party received the billing.

Failure by the Subscribing Reinsurer or Company to comply with their respective payment obligations within the time periods as herein provided shall, as of that date, be subject to an interest payment computed by multiplying the amount due by a variable rate consisting of the U.S. Prime Rate as published in the Eastern Edition of The Wall Street Journal on the first day of the calendar month in which the amount became past due, plus 2%. The variable rate shall be adjusted monthly thereafter to equal the U.S. Prime Rate as published in the Eastern Edition of The Wall Street Journal on the first day of each successive month during which the amount due remains unpaid, plus 2%. The product shall then be multiplied by 1/365 for each day after the due date that the amount due and the interest amount remain unpaid. Any interest that occurs pursuant to this Article shall be calculated by the party to which it is owed.

The validity of any claim or payment may be contested under the provisions of this Agreement. If the debtor party prevails in an arbitration or any other proceeding with respect to the amounts in dispute, there shall be no interest penalty due. If the creditor party wholly or partially prevails on any of the amounts in dispute, the interest penalty shall be awarded as outlined above. Such interest penalty shall be calculated from the date the monies were due and owing to the date of resolution of the arbitration or proceeding, and shall be payable as of the date of resolution of the arbitration or proceeding.

If a Subscribing Reinsurer advances the entire or partial payment of any claim it is contesting, and wholly or partially prevails in the contest, the Company shall promptly return the applicable amount of such payment. The arbitrator(s) hearing such dispute shall determine if interest shall be added to the amount returned by the Company.

Any interest owing pursuant to this Article may be waived by the party to which it is owed. Further, any interest calculated pursuant to this Article that is $100 or less shall be waived. Any waiver of any interest pursuant to this paragraph, however, shall not affect the waiving party’s right to claim and/or pursue interest for any other failure by the other party to make payment when due under this Article.

ARTICLE XXXV — ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the Company and the Subscribing Reinsurer and their respective successors and assigns provided, however, that this Agreement may not be assigned by either the Company or the Subscribing Reinsurer without the prior written consent of the other. In the event of any assignment, the assignor shall remain liable.

ARTICLE XXXV — ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement between the Company and the Subscribing Reinsurer with respect to the subject matter of this Agreement and shall supersede all prior understandings, negotiations and discussions, whether oral or written, by or between the Company and the Subscribing Reinsurer relating to the subject matter herof. There are no general or specific warranties, representations or other agreements by or among the Company and the Subscribing Reinsurer in connection with entering into this Agreement except as specifically set forth in this Agreement. Notwithstanding the foregoing, this Agreement may be amended or modified only by a writing signed by both the Company and the Subscribing Reinsurer.

Agreement No. RAM Re SumCX — 2006

EXHIBIT A

FIRST EXCESS OF LOSS

IS ATTACHED TO AND

FORMS PART OF

REINSURANCE AGREEMENT NO. RAM Re SumCX — 2006

EXHIBIT A — FIRST EXCESS OF LOSS

SECTION		SUBJECT		PAGE
1		LIMIT AND RETENTION		A-1
2		REINSTATEMENT		A-1
3		REINSURANCE PREMIUM		A-1

EXHIBIT A — FIRST EXCESS OF LOSS

SECTION 1 — LIMIT AND RETENTION (amounts shown are in terms of Ultimate Net Loss)

The Company shall retain the first $2,000,000 of ultimate net loss as respects any one loss occurrence. The Subscribing Reinsurer shall then be liable for the amount by which the Companies’ ultimate net loss exceeds the Company’s retention of $2,000,000 but the liability of the Subscribing Reinsurer shall never exceed $3,000,000 any one loss occurrence.

SECTION 2 — REINSTATEMENT

A.		It is understood and agreed that each claim hereunder reduces the amount of indemnity from the time of occurrence of the loss by the sum paid, but any amount so exhausted is hereby reinstated from the time the Loss Occurrence commences without payment of additional premium.
B.		Notwithstanding the foregoing, Reinsurers’ liability for losses arising out of an act of Terrorism shall be limited to only $3,000,000 in the aggregate for all states, any one Agreement Year.
C.		An “Act of Terrorism” for purposes of this Agreement shall mean:

	1.		Any actual or threatened violent act or act harmful to human life, tangible or intangible property or infrastructure directed towards or having the effect of (a) influencing or protesting against any de jure or de facto government or policy thereof, (b) intimidating, coercing or putting in fear a civilian population or section thereof for the purpose of establishing or advancing a specific ideological, religious or political system of thought, perpetrated by a specific individual or group directly or indirectly through agents acting on behalf of said individual or group or (c) retaliating against any country for direct or vicarious support by that country of any other government or political system.
	2.		Any act declared pursuant to the Terrorism Risk Insurance Act of 2002 shall also be considered an “Act of Terrorism” for purposes of this Agreement.

D.

The term “Agreement Year” shall mean each consecutive twelve month period commencing January 1 and ending December 31 and shall include any run-off period,

SECTION 3 — REINSURANCE PREMIUM

		Rate applied to
Profit Center		Subject Earned Premium
Summit			1.703	%
Total Subject Premium to the Layer:		$	760,045,000
Estimated Subject Net Earned Premium:		$	12,941,856

Exhibit A-1

EXHIBIT B

SECOND EXCESS OF LOSS

IS ATTACHED TO AND

FORMS PART OF

REINSURANCE AGREEMENT NO. RAM Re SumCX — 2006

EXHIBIT B — SECOND EXCESS OF LOSS

SECTION		SUBJECT		PAGE
1		LIMIT AND RETENTION		B-1
2		REINSTATEMENT		B-1
3		REINSURANCE PREMIUM		B-1

EXHIBIT B — SECOND EXCESS OF LOSS

SECTION 1 — LIMIT AND RETENTION (amounts shown are in terms of Ultimate Net Loss)

The Company shall retain the first $5,000,000 of ultimate net loss as respects any one loss occurrence. The Subscribing Reinsurer shall then be liable for the amount by which the Companies’ ultimate net loss exceeds the Company’s retention of $5,000,000 but the liability of the Subscribing Reinsurer shall never exceed $5,000,000 any one loss occurrence.

SECTION 2 — REINSTATEMENT

A.

It is understood and agreed that each claim hereunder reduces the amount of indemnity from the time of occurrence of the loss by the sum paid, but any amount so exhausted is hereby reinstated from the time the Loss Occurrence commences hereon. Three such reinstatements shall be provided under this Exhibit.

B.

The first and the second reinstatement shall be provided without payment of an additional premium. The third reinstatement shall be provided for an additional premium calculated at pro rata of the annual premium hereon, being pro rata only as to the limit of liability of this Exhibit so reinstated and 100% as to the annual premium.

C.

Notwithstanding the foregoing, Reinsurers’ liability for losses arising out of an act of Terrorism shall be limited to only $5,000,000 in the aggregate for all states, any one Agreement Year.

D.

An “Act of Terrorism” for purposes of this Agreement shall mean:

	1.		Any actual or threatened violent act or act harmful to human life, tangible or intangible property or infrastructure directed towards or having the effect of (a) influencing or protesting against any de jure or de facto government or policy thereof, (b) intimidating, coercing or putting in fear a civilian population or section thereof for the purpose of establishing or advancing a specific ideological, religious or political system of thought, perpetrated by a specific individual or group directly or indirectly through agents acting on behalf of said individual or group or (c) retaliating against any country for direct or vicarious support by that country of any other government or political system.
	2.		Any act declared pursuant to the Terrorism Risk Insurance Act of 2002 shall also be considered an “Act of Terrorism” for purposes of this Agreement.

E.

The term “Agreement Year” shall mean each consecutive twelve month period commencing January 1 and ending December 31 and shall include any run-off period.

SECTION 3 — REINSURANCE PREMIUM

		Rate applied to
Profit Center		Subject Earned Premium
Summit			0.298	%
Total Subject Premium to the Layer:		$	760,045,000
Estimated Subject Net Earned Premium:		$	2,264,934

Exhibit B-1

EXHIBIT C

THIRD EXCESS OF LOSS

IS ATTACHED TO AND

FORMS PART OF

REINSURANCE AGREEMENT NO. RAM Re SumCX — 2006

EXHIBIT C — THIRD EXCESS OF LOSS

SECTION		SUBJECT		PAGE
1		LIMIT AND RETENTION		C-1
2		REINSTATEMENT		C-1
3		REINSURANCE PREMIUM		C-1

EXHIBIT C — THIRD EXCESS OF LOSS

SECTION 1 — LIMIT AND RETENTION (amounts shown are in terms of Ultimate Net Loss)

The Company shall retain the first $10,000,000 of ultimate net loss as respects any one loss occurrence. The Subscribing Reinsurer shall then be liable for the amount by which the Companies’ ultimate net loss exceeds the Company’s retention of $10,000,000 but the liability of the Subscribing Reinsurer shall never exceed $15,000,000 any one loss occurrence.

SECTION 2 — REINSTATEMENT

A.

It is understood and agreed that each claim hereunder reduces the amount of indemnity from the time of occurrence of the loss by the sum paid, but any amount so exhausted is hereby reinstated from the time the Loss Occurrence commences hereon. One such reinstatement shall be provided under this Exhibit for an additional premium calculated at pro rata of the annual premium hereon, being pro rata only as to the limit of liability of this Exhibit so reinstated and 100% as to the annual premium.

B.

Notwithstanding the foregoing, Subscribing Reinsurers’ liability for losses arising out of an act of Terrorism shall be limited to only $5,000,000 in the aggregate for all states, any one Agreement Year.

C.

An “Act of Terrorism” for purposes of this Agreement shall mean:

	1.		Any actual or threatened violent act or act harmful to human life, tangible or intangible property or infrastructure directed towards or having the effect of (a) influencing or protesting against any de jure or de facto government or policy thereof, (b) intimidating, coercing or putting in fear a civilian population or section thereof for the purpose of establishing or advancing a specific ideological, religious or political system of thought, perpetrated by a specific individual or group directly or indirectly through agents acting on behalf of said individual or group or (c) retaliating against any country for direct or vicarious support by that country of any other government or political system.
	2.		Any act declared pursuant to the Terrorism Risk Insurance Act of 2002 shall also be considered an “Act of Terrorism” for purposes of this Agreement.

D.

The term “Agreement Year” shall mean each consecutive twelve month period commencing January 1 and ending December 31 and shall include any run-off period.

SECTION 3 — REINSURANCE PREMIUM

		Rate applied to
Profit Center		Subject Earned Premium
Summit			0.207	%
Total Subject Premium to the Layer:		$	760,045,000
Estimated Subject Net Earned Premium:		$	1,573,293

Exhibit C-1

APPENDIX A

Definition of Profit Center:

For purposes of Article I or any Articles, wherever the term “Profit Center” is used, the term Profit Center is defined to include the following Profit Center.

Profit Center		Legal Entities
Summit:		Bridgefield Casualty Insurance Company, and Bridgefield Employers Insurance Company, WC and EL only, all States

Appendix B

“Fortune’s Global 500” list		(Version 2004-July-26/ valid until further notice)

								Revenues
Company		Country		Rank				[USD mio]
3M		U.S.			281				18’232
A.P. Møller-Mærsk Group		Denmark			201				23’888
ABB		Switzerland			207				23’079
Abbey National		Britain			494				11’041
Abbott Laboratories		U.S.			254				19’681
ABN AMRO Holding		Netherlands			101				37’682
Accenture		U.S.			460				11’818
Adecco		Switzerland			278				18’391
Aegon		Netherlands			131				32’175
AEON		Japan			140				31’161
Aetna		U.S.			289				17’976
AFLAC		U.S.			477				11’447
Agricultural Bank of China		China			412				13’303
Air France Group		France			375				14’510
Aisin Seiki		Japan			384				14’211
Akzo Nobel		Netherlands			365				14’771
Albertson’s		U.S.			111				35’436
Alcan		Canada			404				13’652
Alcatel		France			385				14’162
Alcoa		U.S.			229				21’728
Alliance Unichem		Britain			379				14’385
Allianz		Germany			11				114’950
Allstate		U.S.			132				32’149
Almanij		Belgium			252				19’746
Alstom		France			255				19’627
Altria Group		U.S.			40				60’704
Amerada Hess		U.S.			378				14’408
American Electric Power		U.S.			347				15’441
American Express		U.S.			183				25’866
American International Group		U.S.			20				81’303
AmerisourceBergen		U.S.			63				49’657
AMP		Australia			405				13’516
AMR		U.S.			296				17’440
Anglo American		Britain			275				18’637
Anheuser-Busch		U.S.			387				14’147
Anthem		U.S.			315				16’771
Arcelor		Luxembourg			148				29’339
Archer Daniels Midland		U.S.			145				30’708
Asahi Kasei		Japan			491				11’098
Asahi Mutual Life Insurance		Japan			470				11’551
Assicurazioni Generali		Italy			29				66’755
AstraZeneca		Britain			269				18’849
AT&T		U.S.			116				34’529
AT&T Wireless Services		U.S.			317				16’695
AutoNation		U.S.			258				19’381
Aventis		France			248				20’162

								Revenues
Company		Country		Rank				[USD mio]
Aviva		Britain			42				59’719
AXA		France			13				111’912
BAE Systems		Britain			399				13’711
Banca Intesa		Italy			291				17’789
Banco Bilbao Vizcaya Argentaria		Spain			264				19’145
Banco Bradesco		Brazil			353				15’180
Banco Do Brasil		Brazil			363				14’844
Bank of America Corp.		U.S.			71				48’065
Bank Of China		China			358				15’022
Bank of Nova Scotia		Canada			453				11’960
Bank One Corp.		U.S.			233				21’454
Barclays		Britain			142				30’843
BASF		Germany			100				37’757
Bayer		Germany			129				32’331
Bayerische Landesbank		Germany			343				15’549
BCE		Canada			388				14’119
BellSouth		U.S.			216				22’635
Berkshire Hathaway		U.S.			35				63’859
Bertelsmann		Germany			266				19’015
Best Buy		U.S.			192				24’901
Bharat Petroleum		India			450				12’054
BHP Billiton		Australia			341				15’608
BMW		Germany			74				46’997
BNP Paribas		France			48				57’272
Boeing		U.S.			62				50’485
Bombardier		Canada			310				16’996
Bouygues		France			194				24’697
BP		Britain			2				232’571
Bridgestone		Japan			250				19’877
Bristol-Myers Squibb		U.S.			239				20’894
British Airways		Britain			423				12’806
British American Tobacco		Britain			253				19’684
BT		Britain			136				31’669
Bunge		U.S.			223				22’345
Canadian Imperial Bank of Commerce		Canada			459				11’864
Canon		Japan			165				27’592
Cardinal Health		U.S.			50				56’830
Carrefour		France			22				79’774
Caterpillar		U.S.			209				22’763
Cathay Life		Taiwan			395				13’805
Cendant		U.S.			282				18’192
Central Japan Railway		Japan			442				12’253
Centrica		Britain			150				29’313
Cepsa		Spain			432				12’589
ChevronTexaco		U.S.			12				112’937
China Construction Bank		China			331				15’825
China Life Insurance		China			241				20’782
China Mobile Communications		China			242				20’765
China National Petroleum		China			73				47’047
China Telecommunications		China			257				19’465

								Revenues
Company		Country		Rank				[USD mio]
Christian Dior		France			390				14’109
Chubb		U.S.			479				11’394
Chubu Electric Power		Japan			277				18'601
Cigna		U.S.			272				18’808
Cisco Systems		U.S.			268				18’878
Citigroup		U.S.			18				94’713
CNP Assurances		France			143				30’806
Coca-Cola		U.S.			237				21’044
Coca-Cola Enterprises		U.S.			299				17’330
COFCO		China			415				13’290
Coles Myer		Australia			324				16’043
Comcast		U.S.			235				21’263
Commerzbank		Germany			300				17’316
Compass Group		Britain			286				18’072
Computer Sciences		U.S.			366				14’768
ConAgra Foods		U.S.			226				22’053
ConocoPhillips		U.S.			14				99’468
Continental		Germany			419				13’054
Corus Group		Britain			420				13’001
Cosmo Oil		Japan			427				12’692
Costco Wholesale		U.S.			88				42’546
Countrywide Financial		U.S.			401				13’660
Credit Agricole		France			78				45’928
Credit Suisse		Switzerland			45				58’957
CRH		Ireland			444				12’194
CVS		U.S.			175				26’588
Dai Nippon Printing		Japan			451				11’988
Daiei		Japan			294				17’518
Dai-ichi Mutual Life Insurance		Japan			79				45’066
DaimlerChrysler		Germany			7				156’602
Daiwa House Industry		Japan			497				10’842
Danske Bank Group		Denmark			476				11’479
Deere		U.S.			344				15’535
Delhaize Group		Belgium			230				21’720
Dell		U.S.			93				41’444
Delphi		U.S.			160				28’096
Delta Air Lines		U.S.			413				13’303
Denso		Japan			213				22’685
Dentsu		Japan			345				15’485
Deutsche Bahn		Germany			133				31’947
Deutsche Bank		Germany			67				48’670
Deutsche Post		Germany			75				46’651
Deutsche Telekom		Germany			38				63’196
Dexia Group		Belgium			267				18’889
Diageo		Britain			472				11’538
Dominion Resources		U.S.			449				12’078
Dow Chemical		U.S.			125				32’632
Duke Energy		U.S.			204				23’483
DuPont		U.S.			164				27’730
DZ Bank		Germany			156				28’663

								Revenues
Company		Country		Rank				[USD mio]
E.ON		Germany			66				48’709
EADS		Netherlands			118				34’104
East Japan Railway		Japan			219				22’507
Eastman Kodak		U.S.			411				13’317
Edison International		U.S.			448				12’156
El Paso		U.S.			429				12’653
Electricite De France		France			61				50’838
Electrolux		Sweden			349				15’361
Electronic Data Systems		U.S.			232				21’596
Eli Lilly		U.S.			433				12’583
Emerson Electric		U.S.			392				13’999
Endesa		Spain			273				18’768
Enel		Italy			110				35’444
ENI		Italy			43				59’304
Eurohypo		Germany			473				11’536
Exelon		U.S.			333				15’812
Express Scripts		U.S.			414				13’295
Exxon Mobil		U.S.			3				222’883
Fannie Mae		U.S.			56				53’767
Federated Department Stores		U.S.			352				15’264
FedEx		U.S.			221				22’487
Fiat		Italy			57				53’500
FirstEnergy		U.S.			441				12’318
FleetBoston Financial		U.S.			376				14’442
Flextronics International		Singapore			374				14’530
Fonciere Euris		France			172				27’005
Ford Motor		U.S.			6				164’505
Fortis		Belgium/Netherlands			51				56’695
Fortum		Finland			422				12’893
France Telecom		France			58				52’198
Franz Haniel		Germany			180				26’074
Freddie Mac		U.S.			104				36’839
Fuji Heavy Industries		Japan			426				12’744
Fuji Photo Film		Japan			214				22’667
Fujitsu		Japan			90				42’201
Gap		U.S.			329				15’854
Gasunie		Netherlands			421				12’973
Gaz de France		France			271				18’841
Gazprom		Russia			167				27’527
General Dynamics		U.S.			318				16’617
General Electric		U.S.			9				134’187
General Motors		U.S.			5				195’324
George Weston		Canada			240				20’838
Georgia-Pacific		U.S.			246				20’255
GlaxoSmithKline		Britain			114				35’051
Goldman Sachs Group		U.S.			202				23’623
Goodyear Tire & Rubber		U.S.			356				15’119
Great Atlantic & Pacific Tea		U.S.			495				11’034
Groupama		France			283				18’156
Groupe Auchan		France			127				32’488

								Revenues
Company		Country		Rank				[USD mio]
Groupe Caisse D’Epargne		France			208				23’078
Groupe Danone		France			321				16’377
Groupe Pinault-Printemps		France			166				27’571
GUS		Britain			425				12’785
Halliburton		U.S.			322				16’271
Hanwha		South Korea			323				16’182
Hartford Financial Services		U.S.			274				18’733
HBOS		Britain			107				36’024
HCA		U.S.			228				21’808
Health Net		U.S.			492				11’063
Hewlett-Packard		U.S.			24				73’061
Hilton Group		Britain			369				14’599
Hindustan Petroleum		India			462				11’751
Hitachi		Japan			23				76’423
Hochtief		Germany			454				11’922
Home Depot		U.S.			34				64’816
Honda Motor		Japan			25				72’264
Honeywell International		U.S.			206				23’103
HSBC Holdings		Britain			47				57’608
Humana		U.S.			443				12’226
Hutchison Whampoa		China			407				13’474
HVB Group		Germany			161				28’083
Hyundai Motor		South Korea			98				39’101
Iberdrola		Spain			490				11’111
Idemitsu Kosan		Japan			292				17’670
Indian Oil		India			189				25’316
Industrial & Commercial Bank of China		China			243				20’757
ING Group		Netherlands			17				95’893
Ingram Micro		U.S.			218				22’613
Intel		U.S.			146				30’141
International Business Machines		U.S.			19				89’131
International Paper		U.S.			191				25’179
Isuzu Motors		Japan			428				12’663
Itochu		Japan			348				15’393
lto-Yokado		Japan			149				29’333
J. Sainsbury		Britain			152				29’035
J.C. Penney		U.S.			123				32’923
J.P. Morgan Chase & Co.		U.S.			81				44’363
Japan Airlines System		Japan			306				17’102
Japan Post		Japan			297				17’431
Japan Tobacco		Japan			290				17’881
JFE Holdings		Japan			227				21’900
Johnson & Johnson		U.S.			92				41’862
Johnson Controls		U.S.			215				22’646
Kajima		Japan			380				14’358
Kansai Electric Power		Japan			220				22’488
KarstadtQuelle		Germany			302				17’283
KDDI		Japan			190				25’197
KFW Bankengruppe		Germany			383				14’240
Kimberly-Clark		U.S.			381				14’348

								Revenues
Company		Country		Rank				[USD mio]
Kingfisher		Britain			373				14’536
Kintetsu		Japan			474				11’490
Kmart Holding		U.S.			203				23’485
Kookmin Bank		South Korea			357				15’112
Korea Electric Power		South Korea			265				19’114
Kroger		U.S.			55				53’791
KT		South Korea			406				13’485
Kuraya Sanseido		Japan			480				11’367
Kyushu Electric Power		Japan			439				12’321
L.M. Ericsson		Sweden			370				14’577
La Poste		France			244				20’376
Lafarge		France			346				15’458
Lagardere Groupe		France			364				14’791
Landesbank Baden-W frttemberg		Germany			260				19’271
Lear		U.S.			336				15’747
Legal & General Group		Britain			338				15’730
Lehman Brothers Holdings		U.S.			301				17’287
LG Electronics		South Korea			147				29’874
Liberty Mutual Insurance Group		U.S.			311				16’914
Lloyds TSB Group		Britain			188				25’378
Lockheed Martin		U.S.			134				31’844
Loews		U.S.			334				15’810
L’Oréal		France			327				15’878
Lowe’s		U.S.			139				31’263
Lufthansa Group		Germany			287				18’060
Lukoil		Russia			259				19’345
Magna International		Canada			328				15’870
MAN Group		Germany			309				17’000
Manpower		U.S.			445				12’185
Manulife Financial		Canada			458				11’887
Marathon Oil		U.S.			102				37’137
Marks & Spencer		Britain			391				14’062
Marsh & McLennan		U.S.			467				11’588
Marubeni		Japan			196				24’560
Masco		U.S.			489				11’134
Mass. Mutual Life Insurance		U.S.			236				21’076
Matsushita Electric Industrial		Japan			31				66’218
May Department Stores		U.S.			409				13’343
Mazda Motor		Japan			184				25’817
MBNA		U.S.			465				11’684
McDonald’s		U.S.			305				17’141
MCI		U.S.			168				27’331
McKesson		U.S.			26				69’506
Medco Health Solutions		U.S.			117				34’265
Meiji Yasuda Life Insurance		Japan			82				44’064
Merck		U.S.			222				22’486
Merrill Lynch		U.S.			163				27’745
MetLife		U.S.			106				36’261
Metro		Germany			41				60’657
Michelin		France			288				18’048

								Revenues
Company		Country		Rank				[USD mio]
Microsoft		U.S.			130				32’187
Migros		Switzerland			362				14’880
Millea Holdings		Japan			195				24’574
Mitsubishi		Japan			389				14’116
Mitsubishi Chemical		Japan			308				17’045
Mitsubishi Electric		Japan			151				29’300
Mitsubishi Heavy Industries		Japan			238				21’012
Mitsubishi Motors		Japan			224				22’305
Mitsubishi Tokyo Financial Group		Japan			217				22’621
Mitsui		Japan			177				26’385
Mitsui Life Insurance		Japan			440				12’319
Mitsui Sumitomo Insurance		Japan			279				18’295
Mizuho Financial Group		Japan			159				28’335
Morgan Stanley		U.S.			115				34’933
Motorola		U.S.			171				27’058
Munich Re Group		Germany			44				59’083
National Australia Bank		Australia			332				15’820
National Grid Transco		Britain			351				15’301
Nationwide		U.S.			313				16’803
NEC		Japan			85				43’440
Nestle		Switzerland			33				65’415
New York Life Insurance		U.S.			185				25’700
News Corp.		Australia			295				17’494
Nippon Express		Japan			367				14’758
Nippon Life Insurance		Japan			36				63’841
Nippon Mining Holdings		Japan			342				15’551
Nippon Oil		Japan			157				28’561
Nippon Steel		Japan			182				25’903
Nippon Telegraph & Telephone		Japan			16				98’229
Nippon Yusen		Japan			436				12’379
Nissan Motor		Japan			32				65’771
Nokia		Finland			122				33’336
Nordea Bank		Sweden			416				13’194
Norsk Hydro		Norway			199				24’276
Northrop Grumman		U.S.			155				28’686
Northwestern Mutual		U.S.			307				17’060
Novartis		Switzerland			193				24’864
Obayashi		Japan			455				11’919
Office Depot		U.S.			437				12’359
Old Mutual		Britain			304				17’145
Onex		Canada			438				12’353
Otto Versand		Germany			400				13’708
PacifiCare Health Systems		U.S.			496				11’009
PDVSA		Venezuela			76				46’000
Pemex		Mexico			65				49’240
PepsiCo		U.S.			173				26’971
Petrobras		Brazil			144				30’797
Petronas		Malaysia			186				25’661
Peugeot		France			39				61’385
Pfizer		U.S.			77				45’950

								Revenues
Company		Country		Rank				[USD mio]
PG&E Corp.		U.S.			488				11’221
Plains All American Pipeline		U.S.			431				12’590
POSCO		South Korea			361				14’930
Power Corp. of Canada		Canada			487				11’239
Procter & Gamble		U.S.			86				43’377
Progressive		U.S.			457				11’892
Prudential		Britain			109				35’473
Prudential Financial		U.S.			162				27’907
PTT		Thailand			456				11’905
Public Service Enterprise Group		U.S.			481				11’340
Publix Super Markets		U.S.			312				16’848
Qwest Communications		U.S.			360				14’936
Rabobank		Netherlands			200				24’125
RAG		Germany			371				14’559
Raytheon		U.S.			284				18’109
Reliance Industries		India			482				11’328
Reliant Energy		U.S.			463				11’707
Renault		France			89				42’470
Repsol YPF		Spain			91				42’032
Ricoh		Japan			335				15’761
Rite Aid		U.S.			319				16’600
Robert Bosch		Germany			94				41’148
Roche Group		Switzerland			205				23’213
Royal & Sun Alliance		Britain			262				19’259
Royal Ahold		Netherlands			37				63’456
Royal Bank of Canada		Canada			303				17’204
Royal Bank of Scotland		Britain			84				43’758
Royal Dutch/Shell Group		Britain/Netherlands			4				201’728
Royal KPN		Netherlands			377				14’421
Royal Mail Holdings		Britain			368				14’623
Royal Philips Electronics		Netherlands			124				32’863
RWE		Germany			68				48’407
Safeway		U.S.			108				35’553
Saint-Gobain		France			120				33’489
Samsung		South Korea			493				11’051
Samsung Electronics		South Korea			54				54’400
Samsung Life Insurance		South Korea			263				19’159
San Paolo IMI		Italy			402				13’658
Santander Central Hispano Group		Spain			174				26’957
Sanyo Electric		Japan			225				22’204
Sara Lee		U.S.			280				18’291
SBC Communications		U.S.			96				40’843
Schlumberger		U.S.			382				14’279
Sears Roebuck		U.S.			95				41’124
Seiko Epson		Japan			435				12’512
Sekisui House		Japan			471				11’545
Shanghai Automotive		China			461				11’755
Shanghai Baosteel Group		China			372				14’548
Sharp		Japan			249				19’984
Shimizu		Japan			397				13’727

								Revenues
Company		Country		Rank				[USD mio]
SHV Holdings		Netherlands			466				11’625
Siemens		Germany			21				80’501
Sinochem		China			270				18’846
Sinopec		China			53				55’062
SK		South Korea			119				33’769
Skanska		Sweden			320				16’451
SNCF		France			187				25’491
Societe Generale		France			158				28’557
Sodexho Alliance		France			434				12’532
Solectron		U.S.			464				11’700
Sompo Japan Insurance		Japan			314				16’795
Sony		Japan			30				66’366
Southern		U.S.			486				11’251
Sprint		U.S.			178				26’202
Standard Life Assurance		Britain			231				21’712
Staples		U.S.			417				13’181
State Farm Insurance Cos.		U.S.			52				56’065
State Grid		China			46				58’348
Statoil		Norway			112				35’242
Stora Enso		Finland			396				13’776
Suez		France			80				44’843
Sumitomo		Japan			355				15’126
Sumitomo Electric Industries		Japan			403				13’655
Sumitomo Life Insurance		Japan			103				36’913
Sumitomo Mitsui Financial Group		Japan			138				31’451
Sun Life Financial		Canada			337				15’741
Sun Microsystems		U.S.			478				11’434
Sunoco		U.S.			326				15’930
Supervalu		U.S.			247				20’210
Suzuki Motor		Japan			256				19’468
Swiss Life Ins. & Pension		Switzerland			325				16’036
Swiss Reinsurance		Switzerland			169				27’087
Swisscom		Switzerland			498				10’841
Sysco		U.S.			179				26’140
Taisei		Japan			386				14’152
Taiyo Life Insurance		Japan			484				11’275
Target		U.S.			70				48’163
Tech Data		U.S.			298				17’406
Telecom Italia		Italy			113				35’222
Telefónica		Spain			137				31’542
Telstra		Australia			430				12’642
Tenet Healthcare		U.S.			316				16’746
Tesco		Britain			59				51’570
Thales Group		France			452				11’962
ThyssenKrupp		Germany			97				39’188
TIAA-CREF		U.S.			181				26’016
Time Warner		U.S.			83				43’877
TJX		U.S.			410				13’328
Tohoku Electric Power		Japan			394				13’835
Tokyo Electric Power		Japan			87				42’971