Exhibit
10.13
COMMUTATION AND RELEASE
AGREEMENT
This
Commutation and Release Agreement (hereinafter called
"Commutation") is entered into by and between COAST NATIONAL
INSURANCE COMPANY, a California corporation, SECURITY NATIONAL
INSURANCE COMPANY, a Florida corporation, BRISTOL WEST INSURANCE
COMPANY of Philadelphia, Pennsylvania and BRISTOL WEST CASUALTY
INSURANCE COMPANY OF Independence, Ohio (hereinafter and
thereinafter collectively referred to as "Company") and INTER-OCEAN
REINSURANCE (IRELAND) LIMITED, of Dublin, Ireland (hereinafter and
thereinafter referred to as "Reinsurer").
WHEREAS, the
Reinsurer and the Company have entered into an Aggregate Excess of
Loss Reinsurance Agreement (hereinafter called the "Reinsurance
Agreement") under which the Company ceded business and the
Reinsurer accepted such business;
WHEREAS,
Reinsurer and Company desire to fully and finally settle and
commute, effective March 18, 2004 all rights, obligations and
liabilities, known and unknown, of each other with respect to the
Reinsurer's Participation under the Reinsurance
Agreement;
NOW, THEREFORE,
in order to effect said commutation and mutual release, the parties
hereto agree to the following terms and conditions:
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In
consideration of the payment by the Reinsurer to the Company of
$10,640,753.91 that which shall be paid by the Reinsurer on March
18, 2004 by wire transfer, and upon receipt by the Company of a
signed copy of this Commutation, a mutual release of each party to
the other, as of March 18, 2004, shall be effected in accordance
with paragraphs A and B below:
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The Company
does hereby agree to release and discharge the Reinsurer, its
affiliates, officers directors an shareholders, and their heirs,
executors, administrators, successors and assigns from all
adjustments, obligations, offsets, liability for payment of
interest, actions, causes of action, suits, debts, sums of money,
accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, claims and
demands whatsoever, all whether known or unknown, which the Company
and the Company's successors and assigns ever had, now have or
hereafter may have agains
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