CERTIFICATE NUMBER: RENEWAL OF:
CEDING COMPANY NAME & ADDRESS: PRODUCER NAME & NUMBER:
INSURED NAME: SPECIALTY ADMINISTRATIVE OFFICE:
REINSURANCE INCEPTION: REINSURANCE EXPIRATION:
(At time specified in the Ceding Co. policy) (At time specified in the Ceding Co. policy)

Sample Reinsurance Company 2 (the REINSURER), inconsideration of the timely payment of the premium specified in this certificate and in reliance on the warranted statements contained in the declarations does agree with the ceding company (named above and herein called the COMPANY), to reinsure the insured (named above) for the amounts which the Company may be entitled to recover under the circumstances described in this certificate, general conditions, and the endorsement(s) attached hereto.

Ceding Company Policy Number Intermediary’s Reference Number:
Perils:
As per original policy wording.
Coverage:
As per original policy wording.
Deductible:
As per original policy wording.
Location Covered:
Per schedule dated 01/01/2011 on file with Company.
Company’s Retention: All policy limits not ceded to Sample Reinsurance Company 2 in “Reinsurance”.
Reinsurance Accepted: Layer 1 $5,000,000 part of (%) $15,000,000 Excess of $35,000,000 per occurrence.
Exclusion:
As per original policy wording.
Premium: $18,167 Total Due at Inception: $18,167
Ceding Commission: 10.00%
(Included all fees, overrides and taxes) U.S. Currency NET DUE: $16,350 U.S. Currency NET DUE: $16,350
Cancellation: Per Conditions 15, 16, and 17 of the attached General Conditions 30 Days in Condition 16 is amended to read 120 days
Authorized Representative Date of Issuance
C. General Conditions
1. REINSURANCE PROVIDED The liability of the REINSURER named in this Certificate shall follow that of the Ceding Company and shall be subject in all respects to all the terms and conditions of the Ceding Company’s policy except when otherwise specifically provided herein or except when designated as Non-Concurrent reinsurance in the DECLARATIONS.
2. RETENTION & LIMIT The Ceding Company warrants to retain for its own account the amount specified in the reinsurance DECLARATIONS on the face of this Certificate which amount may not be subject to Treaty Reinsurance, unless otherwise declared to the REINSURER in the reinsurance DECLARATIONS. The liability of the REINSURER for loss shall be limited to the amount(s) specified in the DECLARATIONS.
If this Reinsurance is on a Proportional or Contributing Excess basis, in the event of the Ceding Company’s retention being less than such amount, the REINSURER’s liability shall be proportionately reduced. If this Reinsurance is on a Contributing Excess basis, the REINSURER shall in no event be liable for a larger proportion of any loss otherwise collectible hereunder than the percentage which the actual amount of liability retained by the Ceding Company at the time of loss bears to the Ceding Company retention.
3. CERTIFICATE PERIOD The effective period of this Certificate shall be as specified in the DECLARATIONS with regard to date, and as specified in the policy(ies) reinsured with regard to time.
4. WAR AND NUCLEAR EXCLUSIONS TThe reinsurance provided by this Certificate is subject to the Standard War Exclusion Clause and Nuclear Incident Exclusion Clause(s) for the coverage provided.
5. MISREPRESENTATION The reinsurance provided by this Certificate shall be void if, whether before or after a loss, the Ceding Company or its Representative has concealed or misrepresented any material fact or circumstance concerning the reinsured policy or the subject thereof or the interest of the Ceding Company therein.
6. COPY OF POLICY AND ACCESS TO RECORDS The Ceding Company shall furnish the REINSURER a copy of the reinsured policy and all endorsements thereto which in any way bear upon or affect the reinsurance provided by this Certificate. The Ceding Company shall make available for inspection and place at the disposal of the REINSURER, at reasonable times during normal business hours at the offices of the Ceding Company any and all of its records relating to the reinsured policy and to claims in connection therewith.
7. RESPONSIBILITY FOR TAXES The Ceding Company shall be liable for all taxes on premiums applicable to the reinsurance provided by this Certificate.
8. RIGHTS UNDER THIS CERTIFICATE In no event shall anyone other than the Ceding Company or in the event of the Ceding Company’s insolvency its liquidator, receiver or statutory successor, have any rights under this Certificate, and said Certificate shall not be assignable by the Company.
9. DEFINITIONS CAs used in this Certificate the following terms shall mean:
Quota Share – The original policy applies as primary insurance and the limit of liability of the REINSURER applies proportionately to all loss settlements covered hereunder (after reduction for any deductible amount specified in the original policy) in the percentage set forth in the DECLARATIONS.
Excess of Loss – The limit of liability of the REINSURER as stated in the DECLARATIONS applies only to the portion of loss settlements in excess of the applicable underlying limit of liability as stated in the DECLARATIONS.
Contributing-Excess – The original policy applies in excess of other valid insurance, reinsurance or self-insured retention and the limit of liability of the REINSURER applies proportionately to all loss settlements in the percentage set forth in the DECLARATIONS.
Non-Concurrent – The reinsurance provided by this Certificate does not apply to any hazards or risks of loss or damage covered under the original policy other than those specifically set forth in the DECLARATIONS. The retention of the Ceding Company and the liability of the REINSURER shall be determined as though the original policy applies only to the hazard or risks of loss or damage specifically described in this Certificate’s DECLARATIONS.
10. WARRANTS ON RETROACTIVE ATTACHMENTS The Ceding Company warrants that there were no known or reported losses which might be recoverable under this Certificate as of the date this reinsurance was accepted.
11. CLAIMS RESPONSIBILITY The Ceding Company shall, in writing, notify the REINSURER promptly and fully of any occurrence, accident, event or circumstance which may involve this Certificate. The Ceding Company shall also notify the REINSURER of any occurrence, accident, event or circumstance which the Company has established a loss reserve equal to or greater than fifty (50) percent of the Ceding Company’s retention specified in the DECLARATIONS or if this reinsurance applies on a Proportional or Contributing Excess basis, when notice of claims is received by the Ceding Company. The Ceding Company shall further advise the REINSURER of subsequent developments pertaining to such claim in a complete and timely manner. The Ceding Company has the obligation and duty to investigate and defend claims or suits affecting this Certificate and to pursue such claims or lawsuits to final determination. While the REINSURER does not undertake to investigate or defend claims or suits, it shall have the right, at its own expense and with the full cooperation of the Ceding Company, to associate counsel. The REINSURER at its own expense may also join with the Ceding Companyand its Representatives in the defense and control of any claim, suit or proceeding involving the reinsured policy in connection with which a claim may lie under this Certificate.
12. CLAIM PAYMENTS Claims and Claim Expenses payable under this Certificate shall be remitted to the Ceding Company by the REINSURER promptly upon presentation to the REINSURER of reinsurance proofs of loss. Should the Ceding Company’s policy limit include Claim Expenses, the REINSURER’s maximum limit of liability for loss and Claim Expenses shall be stated in the DECLARATIONS. Should the Ceding Company’s policy limit include Claim Expenses, the REINSURER’s maximum limit of liability for loss and Claim Expenses shall be stated in the DECLARATIONS. Should the Ceding Company’spolicy pay Claim Expenses supplemental to limits, this Certificate will follow form and pay Claim Expenses supplement to its limits as stated in the DECLARATIONS. Claim Expenses shall, with respect to reinsurance accepted on an Excess of Loss basis, be paid in the ratio which the reinsurance claim payment bears to the Ceding Company’s gross claim payment and, with respect to reinsurance accepted on a contributing basis, in the ratio which the reinsurance limit of liability bears to the Ceding Company’s gross limit of liability. However, in the event of insolvency of the Ceding Company, payments of claims and Claim Expenses as set forth above shall be made to the liquidator, receiver or statutory successor of the Ceding Company in accordance with the provisions of Condition 14 of these GENERAL CONDITIONS.
The term “Claim Expenses” shall mean all expenses that are incurred by the Company which is allocable to the investigation, defense, settlement or appeal of specific claims against this Certificate, including court costs and costs of supersedesand appeal bonds, including pre-judgment interest (unless included as part of the award or judgment) and post-judgment interest. Claim Expenses shall not include unallocated loss adjustment expense, which includes but is not limited to, salaries and expenses of employees, and office and other overhead expenses.
13. ALVAGE OR SUBROGATION RECOVERIES The REINSURER shall be paid or credited by theCeding Company with its proportionate share of salvage or subrogation recoveries, i.e., reimbursements obtained or recoveries made by the Ceding Company less the actual cost (excluding salaries of officers, employees or office expenses of the Ceding Company) of obtaining such reimbursements or recoveries. If the reinsurance provided by this Certificate is on an Excess of Loss basis, salvage or subrogation recoveries shall apply inversely to the order in which the reinsurance attached. The Ceding Company undertakes to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained under the reinsurance provided by this Certificate, and to prosecute all claims arising out of such rights.
14. CEDING COMPANY INSOLVENCY In the event of insolvency of the Ceding Company, any amounts payable under this Certificate shall be paid only to the Ceding Company’s liquidator, receiver or statutory successor and on the basis of the liability of the Ceding Company under the reinsured policy, without diminution because of the insolvency of the Ceding Company, but not exceeding the proportion thereof payable under the terms of this Certificate. The liquidator, receiver or statutory successor of the Ceding Company shall give written notice to the REINSURER of the pendency of any claim against the Ceding Company on the reinsured policy within a reasonable time after such claim is filed in the solvency proceeding. During the pendency of such claim, the REINSURER may investigate the claim and interpose at its own expense in the proceeding where the claim is to be adjudicated any defenses which it may deem available to the Ceding Company, its liquidator, receiver or statutory successor. The expense thus incurred by the REINSURER shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation to the extent of the proportionate share of the benefit which accrues to the Ceding Company solely as a result of the defenses undertaken by the REINSUER. Offset between the REINSURER and the Ceding Company will be subject to applicable law.
15. CANCELLATION OF REINSURED POLICY Cancellation of the reinsured policy shall constitute simultaneous cancellation of this Certificate and the reinsurance provided by same. Calculation of the earned reinsurance premium hereunder shall be on a pro-rata basis.
16. CANCELLATION BY EITHER PARTY This Certificate may be canceled at any time on a pro rata basis by either party (the Ceding Company or REINSURER) by mailing, electronic communication or delivering to the other written notice stating when such cancellation shall be effective, except that when cancellation is instituted by the REINSURER the effective date shall not be prior to thirty (30) days from the date of notice. Proof of mailing, electronic communication or delivery shall be deemed proof of receipt of said notice.
17. CANCELLATION FOR NON-PAYMENT TCancellation for non-payment of premium may also be accomplished by the REINSURER by mailing, electronic communication or delivering to the Ceding Company or its Representative written notice stating when, but not prior to fifteen (15) days from the date of the notices, such cancellation shall be effective, in which case calculation of the earned reinsurance premium hereunder shall be on a pro rata basis.
18. CHANGES TO THE CERTIFICATE The Ceding Company shall notify the REINSURER promptly of any change in the policy(ies) reinsured hereunder, which affects this Certificate. The terms of this Certificate shall not be waived or changed except by endorsement issued to form a part hereof, executed by a duly authorized representative of the REINSURER.
19. RIGHT OF OFFSET Either party (the Ceding Company or its Representative, or the REINSURER) may offset any balance(s), whether on account of premiums, commissions, claims, losses, adjustment expenses, salvage, subrogation or any other amount(s), due from one party to the other under this Certificate or under any other certificate of reinsurance, cession report or reinsurance agreement heretofore or hereafter entered into between the parties.
20. CURRENCY Whenever the word “Dollars” or the “$” sign appears in this Certificate, they shall be construed to mean United States Dollars and all transactions under this Certificate shall be in United States Dollars. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.
21. ARBITRATION As a condition precedent to any right of action hereunder, any dispute arising out of this Certificate shall be submitted to the decision of a board of arbitration composed of two arbitrators and an umpire. The arbitration shall take place in the city where the Company’s principal office is located, or at such other place as mutually agreed upon by the parties to this Certificate.
The members of the board of arbitration shall be active or retired disinterested officials of insurance or reinsurance companies. Each party shall appoint its arbitrator and the two arbitrators shall choose an umpire before instituting the hearing. If the respondent fails to appoint its arbitrator within four weeks after being requested to do so by the claimant, the latter shall also appoint the second arbitrator. If the two arbitrators fail to agree upon the appointment of an umpire within four weeks after their nominations, each of them shall name three, of whom the other shall decline two and the decision shall be made by drawing lots.
The claimant shall submit its initial brief within twenty (20) days from appointment of the umpire. The respondent shall submit its brief within twenty (20) days after receipt of the claimant’s brief and the claimant may submit a reply brief within ten (10) days after receipt of the respondent’s brief.
The board shall make its decision with regard to the custom and usage of insurance and reinsurance business. The board shall issue its decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence but in which cross examination and rebuttal shall be allowed. The board shall make its decision within sixty (60) days following the termination of the hearings unless the parties consent to an extension. The majority decision of the board shall be final and binding upon all parties to the proceeding. Judgment may be entered upon the award of the board in any ourt having jurisdiction thereof.
Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the umpire. The remaining costs of the arbitration proceeding shall be allocated by the board.
It is agreed that the jurisdiction of the arbitrators to make of render any decision or award shall be limited by the limit of liability expressly hereinbefore set forth, and that the arbitrators shall have no jurisdiction to make any decision or render any award exceeding such expressly stated limit of liability of the REINSURER, nor do they have the jurisdiction to authorize any punitive, exemplary or consequential damage awards between the parties hereto.
22. INTERMEDIARY CLAUSE The Intermediary, if any, designated herein is hereby recognized as having negotiated the reinsurance provided by this Certificate. All communications(including but not limited to notices, statements, premiums, return premiums, commissions, taxes, losses, loss adjustment expenses, loss settlements, salvages and subrogations) relating hereto shall be transmitted to the Ceding Company or the REINSURER through the office of the Intermediary. Payments by the Ceding Company to the Intermediary shall be deemed to constitute payment to the REINSURER. Payments by the REINSURER to the Intermediary shall be deemed only to constitute payment to the Ceding Company to the extent that such payments are actually received by the Ceding Company.

The terms of this Certificate shall not be waived or changed except by endorsement(s) issued to form a part hereof, executed by a duly authorized representative of the REINSURER.