Form MA-355 Underwriting Agency Agreement

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Contract No.

UNDERWRITING AGENCY AGREEMENT
day of

This Agreement, made and entered into this

.

. 19_,

by and

betweenthe UNITED STATES OF AMERICA (herein called the "United States"), acting by the Secretary of
Transportation(herein called the "Secretaryi. representedby the MaritimeAdministrator(herein called the
(herein called the "Underwriting Agenr) , having an

"Administrator").and

an associationof

office for the transaction of business at

domestic insurance companies(herein called the "ParticipatingMembers"),each of which is authorizedto do a
marine insurance businessin a State of the United States.

W!!H~§'§'~!H

Whereas.pursuant to Title XII of the Merchant Marine Ad, 1936. as amended. (herein called the -Adj, the
Secretary is authorized under certain circumstancesto providemarine insuranceand reinsuranceagainst loss or
damage by the risks of war. and to employ domestic companies or groups of domestic companies authorized to
do a marine insurance business in any State of the United States to act as his/her Underwriting Agent: and

Whereas. the Secretary has delegated authority to the Administrator to perform the functions vested in the
.Secretaryby Title XII of the Act, (Sedion 8.01, Subsection3 of Department Order No. 117 (Revised),publishedin
the FEDERAL REGISTER, dated July 21, 1960,25 FR 6934); and

Whereas. the Administratorhas determinedto employ the UnderwritingAgent as an underwritingagent in
providing war risk insurance as set forth in paragraphs (a). (C), (d). (e), and (f) of Section 1203 of the Ad upon the

terms and conditions herein set forth:

Now, therefore. in considerationof the premisesand of the mutual covenantsand agreements.and upon the
terms and conditions herein set forth. the parties hereto agree as follows:

Form

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MA-311

Aooointment of Aaent. The Administrator hereby authorizes the Underwriting Agent. as an agent acting
on behalf of the Administrator and not as an independent contractor. to utilize its offices and facilities to make
available the insurancewhich the Secretaryis authorizedto provide pursuantto paragraphs(a), (c), (d), (e), and

(f) of Section 1203 of the Ad and to performthe functionshereinafterprovidedfor. upon the terms and conditions
hereinafter set forth and in accordancewith the rules. regulationsand instructionswhich will be issued from time
to time to the Underwriting Agent by the Administrator. The Underwnting Agent hereby agrees to utilize its offices
and facilities to make sud1 insurance available. as agent for the Administrator, and to perform the functions
hereinafter provided for to the best of it~ ability

The Underwriting Agent may act through its home office. branch

offices or agencies which are authorizedto write insurance on its behalf.

2. Duties of Aaent. The duties of the Underwriting Agent shall be as follows:

(a) Receive ADDlications and Issue Binders and Policies. The UnderwritingAgent shall receive
applications for insurance, subject to the rates and conditionsspecifiedby the Administratorupon forms
prescribed by the Administrator.

After determining that the applications have been submitted in complete and

proper form and are accompanied by remittances in the amount of the premiums required for the insurance

applied for. the UnderwritingAgent shall countersignbinders or policies of insurance.or both binders and policies
of insurance. subject to the rules. rates. terms and conditionsspecifiedby the Administrator on formsprescribed
by the Administrator.

The insurer under such policies shall be the United States.

(b) Keeo Records. The UnderwritingAgent shall keep a full and complete record of all applications,
binders. and policies. and shall also record all premiums.d1argesor deposits requiredby the terms of the binders
and policies. so that a record may be available at all times to the Administrator.both as to all applications
received and all binders and policies issued. and as to all paymentsmade by the assured in connectionwith such
binders and policies.

(c) Receive Money and Regn..
order of the Maritime

Adm.-Transportation

The Underwriting Agent shall receive checks made payable to the
for the premiums

and charges involved,

which checks shall be

deposited by the UnderwritingAgent in the Federal Reserve Bank nearest to its office,or in such other bank as
may be authorized by the Administratorto receive such deposits. The UnderwritingAgent shall receive from the
bank in which the deposits'are made receipts therefore in such number as may be prescr:ibedin instructionsto the

UnderwritingAgent and handle the receipts so received in accordancewith such instrudions.

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(d) Recort Monthly.

The UnderwritingAgent shall prepare a monthly report. in summaryform, of all

applications received. and binders and policies issued or cancelled by the Underwriting Agent on a standard form
approved by the Administrator, and transmit them, together witt1 receipts for deposits made as above provided, to
the Administrator.

(e) Other Reports. The Underwriting Agent shall prepare and transmit sucl1 other reports as may be
required by the Administrator.

(f) Process Claims for Return Premiums. The UnderwritingAgent shall receive from holders of
policies issued by such UnderwritingAgent any claims for return premiumson a standardform ~rescribedby the
Administrator and shall certify thereon.if such is the fact. that the amountswith respect to which such return is
claimed were previously paid and that based upon the statements induded in such application by the assured the

return premium applied for is payablein accordancewith the regulationsof the Administrator. Such applications
and certifications shall be transmittedpromptlyto the Administrator.

(9) Process Claims for Losses. The UnderwritingAgent shall receive reports of losses on vessels and
disbursements (insured pursuant to paragraphs (a) and (c), Section 1203 of the Ad), assembleall pertinent

documentsand facts relating thereto requiredto determinethe validity of the claims. includingthe amounts
thereof. and submit the same to the Administratorwith its recommendationas to payment.

(h) HelD Establish Advisory Committ... The UnderwritingAgent shall. if requestedby the
Administrator, cooperatewith the Administratorto establish and maintain an advisory underwritingcommittee to

consultwith and advise the Administrator in connection with specific underwriting problems. subject to the rules,
regulations and instructions of the Administrator.and to establish and maintain such other advisory committeesas
may be deemed necessaryfrom time to time to safeguard the interests of the Administrator. including a loss

committeeto ad as a recipient for information concerning losses and to pass upon any recommendations made
by the UnderwritingAgent as to losses and paymentsof claims arising therefrom in excess of an amountto be
fixed by the Administrator.

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ComDensation.

(a) Fair and Reasonable. The Underwriting Agent shall receive for its services such amount as the
Administrator and the Underwriting Agent may. from time to time. agree to be fair and reasonable compensation.
n addition to such fair and reasonablecompensation.the UnderwritingAgent shall receive reimbursementfor outof-pocket expenditures reasonably incurred, meaning payments to persons not regularly employed by the
UnderwritingAgent but excluding payments to attorneys unless such employment has been authorized by the
Administrator: Provided.however, That all such expendituresshall be subject to the review of the Administrator,
and further provided that. except as authorizedby Section1209(d)of the Act. such expendituresshall not include
any fee or other consideration paid to an insurance broker or any person acting in a similar intermediary capacity
for services by virtue of his/her participation in arranging any of such insurance nor include any payment on

accountof solicitation for or stimulation of such insurance.

(b) Paid Monthly. A statementof the compensationdue to the UnderwritingAgent (including
reimbursement for out-of-pocketexpensesas herein provided)shall be submittedby the UnderwritingAgent to the
Administrator monthly or at such other intervals as the Administrator may direct. with an appropriate voucher. and
the amount of such compensation. if approved. shall be promptly paid to the Underwriting Agent.

4.

Standard of Performance. In the discharge of its duties and obligations pursuant to this Agreement. the

UnderwritingAgent shall conform to a standardof performanceand accuracyreasonablyto be expectedof an
insurance company in the administration of its own business and consistent with the highest degree of good faith

It is agreed, however,that the UnderwritingAgent shall not be responsiblefor errors or omissions of agents or
employees in whose seledion and supervision it has exercised reasonable care. provided. however, that the

UnderwritingAgent. in any such case. shall have conformedto the standardsof performancerequired hereunder,
and provided further. that the UnderwritingAgent assumesfull and complete responsibilityfor the dispositionof
any funds received by it or its agents or employees under and pursuant to this Agreement. The exercise of
reasonable care in the selection of agents and employeesby the UnderwritingAgent shalr be deemed to include a

determination
by the Underwriting Agent that the agents or employees so selected are experienced in the
transactionof such phases of the marine insurance business as may be delegated to such agents or employees
by the UnderwritingAgent.

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Writina Insurance for Own Account. It is understood that the Participating Members of the Association

5.

constitutingthe Underwriting Agent are or may be engaged in writing for their own account war risk insurance, as
well as other types of insurance. for the benefit of holders of policies issued by the Underwriting Agent hereunder
and of other parties: and it is agreed that such insurance may be written notwithstanding the activities of the
Underwriting Agent hereunder on behalf of the Administrator, pursuant to this Agreement.

6

Books and Records

(a) Maintained Subject to Audit. The Underwriting Agent shall keep books, records and accounts
covering the operations and activities under this Agreementwhich shall be the propertyof the United States
represented by the Administrator and shall be kept separate from those relating to other business of the

UnderwritingAgent or of the Participating Members thereof, ih accordance with regulations made from time to time
by the Administrator, and shall at all times be subject to audit and inspection by the Administrator.

(b) ComDtroller General May Examine. The ComptrollerGeneralof the United States or any of his/her
duly authorized representativesshall have accessto and the right to examine any pertinentbooks, documents,
papers and records of the UnderwritingAgent or of the ParticipatingMembersthereof in the performanceof and

involving transactions related to this Agreement.

7.

Act Only as AQent. The Underwriting Agent shall act only in the capacity of agent for the Administrator

as principal. in the performanceof the fundions providedfor hereunder. The UndelWritingAgent shall have no
authority other than as provided in this Agreementand in the rules, regulationsand instructionsissued to it by the
Administrator under and pursuant to this Agreement. The Underwriting Agent may accompany its signature in all
binders and policies countersignedby it hereunderwith a statement that. in countersigningsuch binders and

policies. it ads solely under the powers conveyedto it by the Administratorand that it does not thereby warrant its
authority to accept applicationsfor insuranceor its authorityto countersign.nor the authority of the Administrator
to issue such binders and policies.

8,

SDecial Circumstances.

(a) Reimbursement

of Taxes and Fees. In the event that the Underwriting Agent or any Participatir-

Member or Members thereof. after giving notice to the Administrator, shall be compelled to pay to the United

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States.its territories or possessions. or to any State of the United States or political subdivision thereof, or to any
foreign

country or political subdivisionthereof. any tax (exceptingincome taxes of every nature) or fee or interest

or penalty relating thereto daimed to be due by reasonof the businesstransaded pursuantto this Agreementand
which would not have been payable except for the activitiesof the UnderwritingAgent or any Member or Members
thereof hereunder. the Administrator shall reimburse the Underwriting Agent and any Par1icipating Member or
Members therefor and for any special expenses necessarily incurred in connection therewith

(b) Indemnification. If any legal suit or proceeding(whetheror not based on negligence)is brought
against the UnderwritingAgent or any ParticipatingMemberor Membersthereof on account of anything done or

not done. by the UnderwritingAgent or any ParticipatingMemberor Membersthereof or the Administrator,in

connectionwith ttle issuance or non-issuance or cancellation of insurance or the acceptance or denial of
applicationsfor binders or policies of insuranceon behalf of the Administratoror the payment.ornon-paymentof
claims for loss or return premium arising hereunder (including, without in any way limiting the foregoing, anything

done or not done pursuantto any rules. regulationsor instructionsof the Administratoror anything done or not
done in conflict with or becauseof any limitation on the powersof the Administrator),the Administratorshall. upon
due notice and at the expense of the United States. defend any such proceeding. If, in or as a result of any such
legal suit or proceeding,the UnderwritingAgent or any ParticipatingMember or Membersthereof be compelledor
required to make any payment or incur any expense. the Administrator shall reimburse the Underwriting Agent or

any Participating Member or Membersthereof for the amountthereof; providedalways that the Administratorshall
not be obligated to make any such reimbursement unless, in connection with the action complained of, the

UnderwritingAgent shall have compliedwith the standardof performancerequiredthereunder. In any of the
.foregoingcases. the UnderwritingAgent shall render to the Administratorsuch reasonablecooperationand
assistance as the Administrator may require.

9.

Effective Date. Amendment. Termination. This Agreementshall become effective as of the date of its

execution by the Administrator and shall continue in force until terminated. This Agreementmay be terminated.
modified or amended at any time by mutual written consent. Once this Agreementbecomeseffective, it shall

continuein force until terminated by'mutual written consent or by either party, giving at least thirty (30) days'
written notice by registered mail to the other party, stating the effective date and time on which this Agreement
shall terminate. Such termination shall not affed the obligationsof the parties hereto with resped to any binders

or policiesof insuranceissuedor expenditures
incurredpriorto the effectivedateof suchtermination.

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10. No Commission or Contingent Fee. The Underwriting Agent warrants that no person or selling agency
has been employed or retained to solicit or secure this contract upon an agreement or understanding for a

commission,percentage, brokerage. or contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintainedby the UnderwritingAgent for the purposeof securing business. For

breachor violation of this warranty the Administrator shall have the right to annul this contract without liability or In
his/her discretion to dedud from the contract price or considerationthe full amount of such commission,
percentage, brokerage. or contingent fee.

11. No Discrimination.

In connection with the performance of work under this contract. the Underwriting

Agent agrees not to discriminate against any employee or applicant for employment because of race. color, creed,
or national origin; and further agrees to insert the foregoing provision in all subcontracts hereunder except
subcontracts for standard commercial supplies or for raw materials.

12. No Member or DeleGate. No Member of or Delegate to Congress. or Resident Commissioner. shall be

admitted to any share or part of this contrad.or to any benefit that may arise therefrom; but this provision shan
not be construed to extend to this contrad if made with a corporationfor its general benefit.

13. Reneaotlatlon. This contract shall be subjectto any act of the Congress.whether heretoforeor hereafter
enacted and to the extent indicated therein, providingfor the renegotiationof said contract and shall be deemedto
contain all of the provisions required by any such act without subsequent amendment of this contract specifically
incorporatingsuch provisions.

The contractor (which term as used in this sentencemeans the party contractingto perform the work or

furnishthe materials required by this contract) shall insert the provisions of this article in each subcontract and
purchase order made or issued in carrying out the contrad.

Nothing containedin this clause shall impose any renegotiationobligationwith respect to this contract or any
subcontracthereunderwhich is not imposed by an act of the Congress.heretoforeor hereafterenacted.

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14. Particicatina

Members

(a) Indebted to United States The ParticipatingMembersof the associationconstitutingthe
UnderwritingAgent. severaHybut not jointly and limited each to its participationtherein. shall be indebtedto the
United States for such amountsas the Secretaryis entitled to recover from the UnderwritingAgent in accordance
with the foregoing provisions and. in the event of failure to pay on demand. the Secretary may bring an adion or

actions in any court in the United States to recoversuch amount or amountsfrom the ParticipatingMembers
severally but not jointly. on behalf of the UnitedStates.

(b) Change of Shar...

Without cancelling this Agreement. the Participating Members 0,' the association

constituting the UnderwritingAgent may. upon not less than ten (10) days' prior written notice to the Administrator.
change their share of participationby agreementamongther1lselves.including the terminationof the interests of
one Participating Member and the assumptionof its share by on. or more of the other ParticipatingMembersor
by the admission of ottier eligible domesticinsurancecompaniesto membershipin the association. Any such
change of apportionmentor terminationof participationshall not relieve any ParticipatingMemberof its obli9ations
in respect to matters whid1 occurred prior to any d1angeor termin8ticn of its interest. Unless the Underwriting
Agent is notified in writing by the Administrator.within ten (10) d8yl after receipt of notice from the Underwriting

Agent. that the proposed Changein participationor terminationor assumptionis dlsappc-oved.
suChchange shall
be understoodto be acceptableto the Administrator.

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In witness whereof, the parties hereto have duty executed this Agreement in quadruplicate as of the day and
year first above written.
UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATOR
Attest:

(Maritime Administrator)

Attest:
(Underwriting Agent)

BY:

Approved as to form:

(Assistant Chief Counsel.
Maritime

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Administration)

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certify that I am the duly chosen, qualified. and acting Secretary of
a party to this Agreement. and. as such. I am the custodian of its official records
and the minute books of its governing body: that

,

who signed this Agreement on

behalf of said association, was then the duly qualified
of said association; that said officer affixed his/her manual signature to said Agreement in his/her official capacity

as said officer for and on behalf of said associationby authorityand directionof its governingbody duly made and
taken; that said Agreement is within the scope of the lawful powers of this association.

Dated:

Seal

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