Contract analysis

I. Mediator Selection We propose that the parties agree upon a single neutral mediator who possesses substantial experience in reinsurance disputes, including demonstrated familiarity with aggregate excess-of-loss treaty structures, the follow-the-fortunes and follow-the-settlements doctrine as developed under New York law, and actuarial allocation issues relating to IBNR reserves and ceded premium reporting. In our

II. Mediation Session Format We propose that the mediation consist of a single one-day session, with the understanding that, by mutual agreement of the parties, the session may be extended to a second consecutive day if the mediator and the parties believe that continued discussions would be productive. The session should be conducted in person in New York, New York, at a neutral location to be agreed upon by the par

III. Pre-Mediation Submissions We propose that each party prepare and submit a confidential pre-mediation statement to the mediator no later than ten (10) business days before the scheduled mediation session. Unless both parties agree otherwise, pre-mediation statements shall be submitted to the mediator only and shall not be exchanged between the parties. This approach will allow each party to be candid in its asses

IV. Costs. We propose that the fees and expenses of the mediator, as well as any costs associated with the mediation venue, be shared equally between QC&S and Pinnacle Atlantic. Each party shall bear its own attorneys' fees, expert fees (if any), travel expenses, and other costs of participation in the mediation.

V. Confidentiality. All mediation communications, whether oral or written, including all pre-mediation submissions, proposals, offers, counteroffers, memoranda, notes, and any other materials prepared for or exchanged during the mediation process, shall be confidential and shall be subject to mediation privilege under applicable New York law, including New York CPLR § 4547 and any other applicable privilege or protec

VI. Authority. Each party shall ensure that at least one representative with full authority to negotiate and to enter into a binding settlement agreement attends the mediation session in person. The attendance of such a representative is essential to the effectiveness of the mediation process and to the parties' ability to reach a resolution, should a mutually acceptable basis for settlement emerge during the session