I. Declarations
(the ‘Reinsured’)
Certificate No.
Name of Original Insured
Reinsured Contracts
Coverage/Line of Business
Reinsurance Certificate Period
Limit of Indemnity
Attachment Point
Gross Premium
Reinsurer’s Written Share
Ceding Commission
Endorsements
(the ‘Reinsurer’)
(our policy number)
(name and address)
(original policy number)
(type of policy)
Reinsurance Effective Date:
Reinsurance Expiration Date:
Both dates 12:01 a.m. Standard Time at the address of the original insured
$(our limits) each loss event
$(our limits) reinsurance certificate period aggregate
$
$ each loss event policy period aggregate
Which is excess of the amounts listed in the attached Schedule of Underlying
1 FRC DEC 001 (08/08)

Endorsement No. 1
This endorsement effective forms a part of Certificate No. issued to
by Berkley Insurance Company.
Schedule of Underlying
It is understood that the Attachment Point listed on the Declarations applies in excess of the following policies and retentions:
All other terms, conditions, definitions and exclusions of this Certificate of Facultative Reinsurance remain unchanged.
2 FRC SU 001 (08/08)

II. Reinsuring Agreement
In consideration of the payment of the reinsurance premium, and subject to all of the endorsements, terms and conditions of this certificate, Berkley Insurance Company (“Reinsurer”) agrees with the Reinsured as follows:
III.
A. Reinsurer shall reimburse the Reinsured for loss incurred under the Reinsured Contracts that fall within the terms and conditions of the Reinsured Contracts and are covered by this Certificate.
Upon receipt of satisfactory evidence of payment of a covered loss, the Reinsurer shall promptly reimburse the Reinsured. Provided, however, that the Reinsurer has no obligation to reimburse any amount paid or incurred in excess of the attachment point without the Reinsurer's prior written consent.
B. The Reinsurer shall pay its pro rata share of expenses (other than office expenses and payments to any salaried employee of the Reinsured) incurred in the investigation and settlement of claims or suits and its pro rata share of court costs and interest on any judgment or award. The pro rata share will be determined by the ratio that the Reinsurer’s loss payment bears to the total loss payment. Expenses paid pursuant to this paragraph by the Reinsurer will reduce the Limit of
Indemnity.
Reinsured’s Obligation
A.
The Reinsured has the obligation and duty to investigate and defend claims or suits covered by the
Reinsured Contracts. While the Reinsurer has no obligation to investigate or defend claims or suits covered by the Reinsured Contracts, it shall have the right and shall be given the opportunity at its request, to retain counsel and associate in the defense and control of any claim, suit, or proceeding likely to involve the coverage provided by this Certificate. Expenses incurred by the
Reinsurer for association in the defense and control of any claim, suit, or proceeding will reduce the Limit of Indemnity.
B.
The Reinsured shall give written notice to the Reinsurer, as soon as practicable and, in any event, before the expiration date of the Certificate of Facultative Reinsurance, of any claim or suit or specific circumstance likely to result in a claim or suit involving the following injuries or adverse outcomes:
(1)
(2)
Unexpected deaths, suicide, or cardiac/respiratory arrest;
Unanticipated neurological, sensory and/or systemic deficits, brain damage, permanent paralysis, paraplegia and quadriplegia, partial or complete loss of sight or hearing, sepsis or kidney failure;
(3)
(4)
Birth related injuries, fetal or maternal death, anesthesia related injuries, births with an
Apgar score below 5, infant resuscitation, dislocations and fractures; and
Any other loss, claim or suit likely to result in significant erosion or exhaustion of the scheduled underlying.
C.
The Reinsured must provide quarterly reports to the Reinsurer, within 45 business days following the end of each certificate year quarter. The quarterly reports will list all closed and outstanding claims that have been made under the Reinsured Contracts. Such reports shall include the claimant's name; date of loss; date the Reinsured's Claim Department became aware of the claim; description of the injury or damage; the names of defense and plaintiff attorneys, where applicable, indemnity and expense reserves and the paid indemnity and expense.
3 FRC 001 (08/08)

All Claims not resulting from the injuries and/or adverse outcomes described in B., 1-4 shown above, shall be considered to have been first reported to the Reinsurer on the date it first receives a quarterly loss run.
If this Certificate is terminated or expires, the Reinsured shall, within 45 calendar days of the termination or expiration date, provide to the Reinsurer a complete list of all claims reported under the Certificate of Reinsurance. The claims reported list shall contain, for each claim listed, the same information as is required in connection with the quarterly loss run described herein.
Notice of loss, claim or suit and quarterly reports as described in B. and C. above, must be sent to:
Berkley Insurance Company c/o Claims Department
Berkley Medical Excess Underwriters, LLC
390 S. Woods Mill Road, Suite 125
Chesterfield, MO 63017
IV. Limit of Indemnity
The each loss event Limit of Indemnity set forth in the Declarations is the most the Reinsurer will pay under this
Certificate as a result of all claims or suits arising out of the same “occurrence” or “medical incident”.
For the purposes of the Limit of Indemnity the term “occurrence” means an accident, including continuous or repeated exposure to conditions which results in an injury covered by the Reinsured Contracts and this Certificate.
For the purposes of the Limit of Indemnity the term “medical incident” means an act or omission or series of related acts or omissions in the providing of professional healthcare services to any one person.
The reinsurance certificate period aggregate limit of indemnity is the most the Reinsurer will pay under this
Certificate for all loss resulting from all claims covered by the Reinsured contracts and this Certificate.
V. Conditions
A. Arbitration
Any disputes between the Reinsurer and the Reinsured arising out of this Certificate shall be determined through binding arbitration. Each party shall select an arbitrator within one month after written request for arbitration has been received from the party requesting arbitration. If either party refuses or neglects to name an arbitrator within the specified period, the requesting party shall appoint a second arbitrator. The two arbitrators so chosen shall select a third arbitrator within ten (10) days after both have been appointed. Should the arbitrators fail to agree on a third arbitrator, each arbitrator shall select one name from a list of three names submitted by the other arbitrator, and the third arbitrator shall be selected by lot between the two names chosen. The arbitrators shall be disinterested officers or former officers of other insurance or reinsurance companies. The arbitrators shall adopt their own rules and procedures. This decision of a majority of the arbitrators shall be final and binding on the parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. The cost of arbitration, including the fees of the arbitrators, shall be shared equally unless determined to the contrary by arbitrators. Any such arbitration shall take place at Stamford, Connecticut unless some other location is mutually agreed to by the two parties in interest
4 FRC 001 (08/08)

B.
C.
D.
Cancellation
The effective and expiration dates of the Agreement shall be as specified in the Declarations of this Agreement. Should the Reinsured Contract(s) be cancelled, this Agreement shall terminate automatically to the same extent at the same time and date and the Reinsured shall immediately notify the Reinsurer thereof. Either party may cancel this Certificate by giving thirty (30) days written notice to the other party and mailing such notice to the address appearing in the
Declarations. However, the Reinsurer’s notice shall be provided to the Reinsured no less than thirty (30) days in advance of the applicable cancellation date in the Reinsured Contracts.
In the event of non payment of premium the Reinsurer shall have the right to cancel this
Agreement ab initio by giving fifteen (15) days written notice to the Reinsured.
The Reinsured and the Reinsurer will be entitled to cancel this Certificate if either:
• becomes insolvent or is unable to pay its debts;
• transfers control by change in ownership or otherwise; or
• fails in some material respect to comply with the terms and conditions of this Agreement.
To effect a cancellation under this paragraph 15 days advance written notice must be sent to the
Reinsured or the Reinsurer at the address set out in the declaration.
If this Certificate is effectively canceled prior to the expiration date set out in the Declarations the
Reinsured will be entitled to a return of premium
• on a pro-rata basis, less the amount of any ceding commission and other deductions, if it is the Reinsurer that cancels, or
• 90% of the pro-rata basis, less the amount of any ceding commission and other deductions, if it is the Reinsured that cancels.
Both amounts shall be calculated by reference to the premium due hereunder.
Payment or tender of any unearned premium by the Reinsurer shall not be a condition precedent to the effectiveness of cancellation, but such payment shall be made as soon as practicable.
The Reinsurer’s right of inspection shall continue as long as there is any outstanding debt arising out of this Agreement. Any violation of this right to inspection shall be deemed material.
Insolvency
Except as may otherwise be agreed, in the event of the insolvency of the Reinsured, the reinsurance provided by this Certificate shall be payable by the Reinsurer to the Reinsured’s receiver, liquidator or statutory successor as if the Reinsured Contracts had remained in full force and effect provided that the Reinsurer has been provided with written notice of the pendency of each claim and the opportunity to investigate, defend, adjust or resolve the claim. Any expenses incurred by the Reinsurer shall be chargeable, against the Reinsured subject to any required approval by a court or regulatory agency.
Inspection of Records
Upon request, the Reinsured shall make available to the Reinsurer or its duly authorized representatives, at all reasonable times during and after the period of this Agreement, at the
Reinsured’s head office or at any other place it may be located, all information relating to the business reinsured under this Agreement.
Upon request, the Reinsured shall provide the Reinsurer with copies, to be made at the Reinsurer’s expense, of any of the books, accounts or other documents containing information relating to the business reinsured hereunder.
5 FRC 001 (08/08)

E. Integration
The terms and conditions of this Certificate represent the entire agreement of the parties shall not be waived, amended or in any way modified, unless such waiver, amendment or modification is contained in a written endorsement to this Certificate, executed by a duly authorized representative of the Reinsurer.
F.
G.
H.
Modification
The Reinsurer shall have no liability as a result of any modification of the Reinsured contracts made after the effective date of this Certificate, without its prior written consent.
No Liability for Berkley Medical Excess Underwriters, LLC
It is understood and agreed that Berkley Insurance Company is the Reinsurer and that Berkley
Medical Excess Underwriters, LLC neither is nor shall be in any way or to any extent liable for any loss or claim hereunder.
Offset
The Reinsurer may offset any balance(s), whether on account of premiums, commissions, losses, loss expense, salvage or any other amount(s) due from one party to the other (or if more than one, any other) party(ies) under this certificate of reinsurance or under any other agreement heretofore or hereafter entered into between the Reinsured and the Reinsurer, whether acting as assuming reinsurer or as ceding company. The right of offset shall exist whether the Reinsured is determined to be insolvent, in liquidation or rehabilitation, or is otherwise legally impaired to the extent of these predetermined mutual obligations of the parties to this certificate of reinsurance.
I. Premium Payment Terms
The Reinsured shall pay the reinsurance premium stated in the Declarations within thirty (30) days of commencement of this Agreement (or in respect of any additional or installment premium, when due).
Failing any such payment, the Reinsurer shall have the right to cancel this Agreement ab initio by giving to the Reinsured not less than fifteen (15) days prior notice. Any premium or claim payments already made to the other party shall be returned.
J. Severability
If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provisions. Any provision declared null or void is in this case to be understood in such a way that their intended purpose is still fulfilled as far as possible.
K. Taxes
The Reinsured will be liable for all taxes on premiums ceded to the Reinsurer under this
Certificate.
6 FRC 001 (08/08)

L. Third Party Rights
In no event shall anyone other than the Reinsured, or in the event of the Reinsured’s insolvency, its receiver, liquidator, or statutory successor, have any rights under this Certificate and this certificate shall not be assignable by the Reinsured.
Warranty M.
The Reinsured warrants to retain for its own account, subject to any applicable treaty or facultative reinsurance, whether collectible or not, the amount of liability specified in the attached Schedule of Underlying. Further, the Reinsured acknowledges that such retention is a condition precedent to its right to recover under this Certificate.
VI. Exclusions
This Certificate shall not apply to any Loss or expense arising out of or in any way related to:
A. Asbestos
Asbestos, including buit not limited to bodily injury, property damage or personal injury arising out of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust.
B. Extracontractual Obligations
Extracontractual obligations including but not limited to punitive, exemplary, compensatory, or consequential damages the Reinsured pays arising out of an alleged or actual bad faith or negligence on its part in handling or resolving a claim under the Reinsured Contracts; and/or amounts the Reinsured may be required to pay in excess of the applicable limit of liability of the
Reinsured Contracts as a result of a failure to settle a claim.
C. Molds, Mildew or Other Fungi
The existence, release, dispersal, seepage, migration, discharge, appearance, presence, reproduction or growth of mold, mildew, spores, mycotoxins, fungi, organic pathogens or other micro organisms of any type, nature or description.
D. Nuclear
The hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof, or (2) the Reinsured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.
As used in this exclusion “hazardous properties” include radioactive, toxic or explosive properties;
“nuclear material” means source material, special nuclear material or by-product material; “source material”, “special nuclear material” and “by-product material” have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; “spent fuel” means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a
nuclear reactor; “waste” means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility.
7 FRC 001 (08/08)

E. Pecuniary Losses
Economic or pecuniary losses sustained by the Reinsured.
F. Pollution
The actual, alleged or threatened discharge, dispersal, release or escape of “Pollutants.” This exclusion extends to any liability to test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize “Pollutants”, whether or not any of the foregoing are or should be performed by the
Reinsured or by others.
The word “Pollutants”, as used in this exclusion, means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste.
Waste includes materials to be recycled, reconditioned or reclaimed.
G. Terrorism
Any act of terrorism, regardless of any other cause contributing concurrently or in any other sequence to the loss, damage or expense. For the purpose of this exclusion, terrorism means an actual or threatened violent act or an 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 or (b) intimidating, coercing or putting in fear a civilian population or section thereof. In any action suit or other proceedings where the Reinsurer alleges that by reason of this exclusion a loss, damage or expense is not covered by this
Agreement, the burden of providing that such loss, damage or expense is covered shall be upon the
Reinsured.
H. War
War, invasion, acts of foreign enemies, hostilities or war-like operations (whether war be declared or not), civil war, mutiny, civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution, military or usurped power, martial law, confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any Government or public or local authority.
Signed By: _____________________________________
Authorized Representative of
Berkley Medical Excess Underwriters, LLC on behalf of Berkley Insurance Company
________________________
Date
8 FRC 001 (08/08)