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SALUTATIONMarch 17, 2015Honorable Karen Weldin Stewart, CIR-MLCommissioner of InsuranceDelaware Department of InsuranceRodney Building841 Silver Lake BoulevardDover, Delaware 19904Commissioner:In compliance with instructions and pursuant to statutory provisions contained inCertificate of Authority No. 14.004, dated December 9, 2013, an examination has been made ofthe affairs, financial condition and management of theADMIRAL INSURANCE COMPANYhereinafter referred to as “Company” at the main administrative offices of the Company locatedat 475 Steamboat Road, Greenwich, CT 06830. The examination was a coordinated examinationand was conducted concurrently with other insurance entities in the W.R. Berkley CorporationGroup. The State of Delaware was the assigned lead state by the National Association ofInsurance Commissioners. Separate reports of examination were filed for each company. Thereport of examination thereon is respectfully submitted.SCOPE OF EXAMINATIONThe last examination of the Company was conducted by the Delaware Department ofInsurance as of December 31, 2009, and covered the three (3) year period from January 1, 2007to December 31, 2009. This examination covers the four (4) year period from January 1, 2010

ADMIRAL INSURANCE COMPANYthrough December 31, 2013, and encompasses a general review of transactions during the period,the Company’s business policies and practices, as well as management and relevant corporatematters, with a determination of the financial condition of the Company as of December 31,2013. Transactions subsequent to the examination date were reviewed where deemed necessary.We conducted our examination in accordance with the National Association ofInsurance Commissioners (“NAIC”) Financial Condition Examiners Handbook (“NAICHandbook”) and generally accepted statutory insurance examination standards consistent withthe insurance laws and regulations of the State of Delaware. The NAIC Handbook requires thatwe plan and perform the examination to evaluate the financial condition and identifyprospective risks of the Company by obtaining information about the Company includingcorporate governance, identifying and assessing inherent risk within the Company andevaluating its system controls and procedures used to mitigate those risks. The examinationalso includes an assessment of the principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation, management’scompliance with Statutory Accounting Principles and annual statement instructions whenapplicable to Delaware state regulations.All accounts and activities of the Company were considered in accordance with theNAIC Handbook risk focused examination process. The examination report only addressesregulatory information revealed by the examination process.During the course of this examination, consideration was given to work performed by theCompany’s external accounting firm, KPMG, LLP (“KPMG”). Certain auditor work papershave been incorporated into the examination work papers and have been utilized in determiningthe scope and areas of emphasis in conducting the examination. In addition, the Company was2

ADMIRAL INSURANCE COMPANYSarbanes Oxley (“SOX”) Section 404 compliant as of the examination date. The examinationreviewed and relied on the Company’s SOX work where deemed appropriate.The Company is an indirect subsidiary of the W.R. Berkley Corporation (“WRBC”) andmember of NAIC Group Number 98, W.R. Berkley Corporation Group (“Group”).TheCompany’s direct parent is the Berkley Insurance Company (“BIC”). BIC is the direct orindirect owner of all companies in the Group, with the exception of Union Standard Lloyds.Including the Company, the Group consists of twenty-four property and casualty insurancecompanies and one life and health insurance company. The companies in the Group and thestate of domicile are summarized as follows:3

ADMIRAL INSURANCE COMPANYCompany NameAcadia Insurance CompanyAdmiral Indemnity CompanyAdmiral Insurance CompanyAmerican Mining Insurance CompanyBerkley Insurance CompanyBerkley Assurance CompanyBerkley Life and Health Insurance CompanyBerkley National Insurance CompanyBerkley Regional Insurance CompanyBerkley Regional Specialty Insurance CompCarolina Casualty Insurance CompanyClermont Insurance CompanyContinental Western Insurance CompanyFiremen’s Insurance Company of Wash, D.C.Gemini Insurance CompanyGreat Divide Insurance CompanyKey Risk Insurance CompanyMidwest Employers Casualty CompanyNautilus Insurance CompanyPreferred Employers Insurance CompanyRiverport Insurance CompanyStarNet Insurance CompanyTri-State Insurance CompanyUnion Insurance CompanyNAICNumberState IAIAIADEDENDNCDEAZCAMNDEMNIAIn addition to items noted in this report, the topics below were reviewed without materialexception and are included in the work papers of this examination:Fidelity Bonds and Other InsurancePensions, Stock Ownership and Insurance PlansStatutory DepositsLoss Experience4

ADMIRAL INSURANCE COMPANYSUMMARY OF SIGNIFICANT FINDINGSNone.SUBSEQUENT EVENTSNone.COMPANY HISTORYThe Company was incorporated on December 5, 1978, under the temporary title ofAdmiral Insurance Company of Delaware under the laws of the State of Delaware to act as thevehicle to effect a change in corporate domicile of the Admiral Insurance Company from Austin,Texas to Wilmington, Delaware. The Texas insurer was incorporated and began operations onNovember 26, 1952. Since October 1, 1979, financial control of the Company has been held bythe W.R. Berkley Corporation of Greenwich, Connecticut.CORPORATE RECORDSThe minutes of the Stockholder and Board of Directors were reviewed for the periodunder examination.The recorded minutes documented activities and transactions of theCompany.The Bylaws require the Board of Directors to meet annually immediately after the annualstockholder meeting. Other meetings may be held as determined by Board of Director resolutionand special meetings may be called by the President or by any two Directors. The minutes of themeetings verified annual meetings took place in each year of the examination period.All applicable agreements were filed with, and approved by, the Delaware Departmentof Insurance in accordance with 18 Del. C. § 5005 (a)(2) of the Delaware Insurance Code.5

ADMIRAL INSURANCE COMPANYMANAGEMENT AND CONTROLPursuant to the general Corporation Laws of the State of Delaware, as implemented bythe Company’s Certificate of Incorporation and Bylaws, the property, business and affairs of theCompany shall be managed by a Board of Directors. The Bylaws require the Board of Directorsconsist of not less than five Directors and thereafter may consist of any number determined byresolution of the Board of Directors.The Directors are elected annually by the stockholder and hold office until the nextannual election and until their successors are elected and qualify. Directors duly elected andserving as of December 31, 2013, were as follows:NameBusiness AffiliationW. Robert Berkley, Jr.President & Chief Operating OfficerW.R. Berkley CorporationEugene George BallardSenior Vice President & Chief Financial OfficerW.R. Berkley CorporationScott Richard BarracloughExecutive Vice President Primary OperationsAdmiral Insurance CompanyJames Stephen CareyPresident & Chief Executive OfficerAdmiral Insurance CompanyRobert Carruthers HewittSenior Vice President of Excess and Surplus LinesW.R. Berkley CorporationIra Seth LedermanSenior Vice President, General Counsel & SecretaryW.R. Berkley CorporationDaniel Adair MacDonaldSenior Vice President Claims & SecretaryAdmiral Insurance CompanyOfficers were elected in accordance with the Bylaws during the period underexamination. The Bylaws require election of a Chairman of the Board, a President, an Executive6

ADMIRAL INSURANCE COMPANYVice President, one or more Senior Vice Presidents, a Secretary, a Treasurer and a Controller.The Board of Directors may also elect such other officers as considered necessary for the properconduct of the business of the Company. The primary officers serving as of December 31, 2013were as follows:NameTitleJames Stephen CareyPresident & Chief Executive OfficerThomas Guy Grilli, Jr.Senior Vice President & TreasurerDaniel Adair MacDonaldSecretaryHolding Company SystemThe Company is a member of an Insurance Holding Company System as defined underChapter 50 of the Delaware Insurance Code. The Company and its upstream parent companiesare ultimately controlled by WRBC. WRBC is a publically traded insurance holding companythat trades on the New York Stock Exchange.The following is an abbreviated organizational chart that reflects the identities andinterrelationships between the Company, its parents and subsidiaries and other affiliates withdirect business relationships with the Company as of December 31, 2013:7

ADMIRAL INSURANCE COMPANYW.R. Berkley CorporationAll American Agency Facilities, Inc.Berkley Dean & Company, Inc.Berkley Holdings Corp. TwoBerkley Holdings, LLCBerkley Insurance Services, LLCBerkley International, LLCGreenwich Knight Insurance CompanyLD Realty Advisors LLCLDPG Realty Investors L.P.MADA Reciprocal Services, Inc.Queen’s Island Insurance Company, Ltd.Signet Star Holdings, Inc.Berkley Insurance CompanyAdmiral Insurance CompanyAdmiral Indemnity CompanyAdmiral Risk Insurance Services, Inc.Armada Insurance Services, Inc.Carolina Casualty Insurance CompanyClermont Insurance CompanyJersey International Brokerage CorporationNautilus Insurance CompanyARS Investors II 2012-1 HVB, LLC (99% Ownership)Berkley Alternative Markets Insurance Services, LLCBerkley Administrators of Connecticut, Inc.Berkley Medical Excess Underwriters, LLCBerkley Risk Administrators Company, LLCAll Claims of Nevada, Inc.Berkley Risk Administrators of Texas, Inc.Berkley Risk Services of Vermont, Inc.Independent Plan Administrators, LLCRasmussen Agency, Inc.Key Care, LLCKey Risk Management Services, LLCKey Risk Underwriting Managers, LLCMidwest Employers Casualty Group, LLCMidwest Employers Services, LLCPreferred Employers Group, LLCRiverport Insurance Services, LLCBerkley Assurance CompanyBerkley Canada Inc.Berkley Capital Investors, LPCC Investors, LLCGRG Investment Holdings, Ltd.Insurance Agency Holdings, LLCBerkley Capital, LLC8

ADMIRAL INSURANCE COMPANYBerkley Capital Administrative LLCBerkley Design Professional Underwriters, LLCBerkley Insurance Company – Escritorio de Representacao no Brasil Ltda.Berkley Life and Health Insurance CompanyBerkley London Holdings, Inc.W.R. Berkley London Finance, LimitedW.R. Berkley London Holdings, LimitedW.R. Berkley Insurance (Europe), LimitedW.R. Berkley London Staff, LimitedBerkley National Insurance CompanyBerkley Regional Insurance CompanyAcadia Insurance CompanyMaine Compensation Services, Inc.American Mining Insurance CompanyBerkley Regional Specialty Insurance CompanyCGH Insurance Group, LLCAmerican Mining Claims Service, Inc.CGH Claims Service, Inc.Mining Insurance Markets, Inc.Continental Western Insurance CompanyFiremen’s Insurance Company of Washington, D.C.Tri-State Insurance Company of MinnesotaUnion Insurance CompanyUnion Standard Management Company, Inc.Berkley Regional Insurance Services, LLCAcadia Insurance Group, LLCAmerican Mining Insurance Group, LLCBerkley Mid-Atlantic Group, LLCBerkley North Pacific Group, LLCBerkley Regional Specialty, LLCBerkley Surety Group, LLCContinental Western Group, LLCRegional Excess Underwriters, LLCUnion Standard Insurance Group, LLCZES Insurance Agency, LLCBerkley Specialty Insurance Services, LLCAdmiral Insurance Group, LLCBerkley Custom Insurance Managers, LLCBerkley Professional Liability, LLCBerkley Select, LLCBerkley Specialty Underwriting Managers, LLCCarolina Casualty Insurance Group, LLCClermont Specialty Managers, Ltd.Monitor Liability Managers, LLCNautilus Excess Insurance Agency, LLCNautilus Insurance Group, LLC9

ADMIRAL INSURANCE COMPANYSouthwest International Underwriting Managers, Inc.Vela Insurance Services, LLCVerus Underwriting Managers, LLCBerkley Southeast Insurance Group, LLCCC Equity Holdings, LLCCenter Place Holdings LLC (93% owned by CC Equity Holdings)Franchise Credit LLCGemini Insurance CompanyGreat Divide Insurance CompanyGreenwich AeroGroup, Inc.Key Risk Insurance CompanyMiddle Patent Capital, LLCLoan Opportunity Fund I, LLCLoan Opportunity Fund II, LLCLoan Opportunity Fund III, LLCMidwest Employers Casualty CompanyPreferred Employers Insurance CompanySelect Marketing Insurance Services, LLCReinserco, Inc.Merrill Management CorporationRiverport Insurance CompanySilverCap Greenwich, LLC (98.04% Ownership)StarNet Insurance CompanyStarnet Insurance Services, LLCBerkley Accident and Health, LLCBerkley Asset Protection Underwriters, LLCBerkley Aviation, LLCBerkley Facultative Reinsurance Services, LLCBerkley Global Underwriters, LLCBerkley Latin American and Caribbean Managers, LLCBerkley International Puerto Rico, LLCBerkley Life Sciences, LLCBerkley LS Insurance Solutions, LLCBerkley Net Underwriters, LLCBerkley Program Specialists, LLCBerkley Public Entity Managers, LLCBerkley Offshore Underwriting Managers, LLCBerkley Oil & Gas Specialty Services, LLCBerkley Re America, LLCBerkley Re Direct, LLCBerkley Risk Solutions, LLCBerkley Technology Services, LLCBerkley Technology Underwriters, LLCBIL Advisors, LLCFacultative ReSources, Inc.FinSecure, LLC10

ADMIRAL INSURANCE COMPANYGemini Transportation Underwriters, LLCWRBC Support Services, LLCSurety-Pro Services, Inc.W.R. Berkley Syndicate Holdings LimitedWRBC Corporate Member LimitedW.R. Berkley Syndicate LimitedW.R. Berkley Syndicate Management Limited860 Development Co LLC860 Washington Street LLC (75% Ownership)Commodore Re Management CorporationEast Isles Reinsurance, Ltd.Northwest International Underwriting Manager, Inc.Steamboat Asset Management, LLCWRBC Transportation, Inc.Interlaken Capital Aviation Holdings, Inc.Interlaken Capital Aviation Services, Inc.WRBC Aviation Leasing, LLCW.R. Berkley Capital Trust IIW.R. Berkley Capital Trust III33 GP LLC33 Grosvenor Place Limited34 Leadenhall Street Limited27 Leadenhall Street Properties Limited120dB Films Capital, LLC120 Films Lending, LLCManagement Contract and/or Lending Relationship (Non-owned)MADA Insurance ExchangeStates Self-Insurers TrustStates Self Insurers Risk Retention GroupUnion Standard LloydsManagement, Service, and Other AgreementsBelow is a summary of significant affiliated agreements (excluding reinsuranceagreements) in effect as of December 31, 2013. All affiliated agreements and amendments wereproperly filed and approved by the Delaware Department of Insurance.Affiliated AgreementsAs of December 31, 2013, the Company had the following significant service and otheragreements in effect with affiliates:11

ADMIRAL INSURANCE COMPANY Tax Allocation Agreement – Effective April 1, 1980, and amended September 20, 1989,the Company and WRBC entered into an affiliated Tax Allocation Agreement.Inaccordance with the agreement, the Company will participate in WRBC’s election to filea consolidated federal income tax return as long as the Company is a member of WRBC.For years where a consolidated federal tax return is filed, WRBC will pay or discharge,or cause to be paid or discharged, the consolidated federal tax liability of WRBC. Taxesare calculated on a separate return basis, and the Company will pay WRBC an amountequal to the federal income tax liability it would have incurred if it had filed on a separatereturn.Conversely, if the Company’s separate return calculation results in a netoperating loss, capital losses, deductions, tax credits or similar items, WRBC shallcompensate the Company an amount equal to its federal income tax liability calculatedon a separate return basis. In accordance with the contract, WRBC and the Companyshall each pay its own state and local taxes. As of December 31, 2013, the agreementremained in effect for all years prior to December 31, 2012. Effective January 1, 2013,the agreement was replaced by the tax provisions stipulated in the affiliated ReinsurancePooling Agreement. Investment Advisory Agreement – Effective April 1, 1996, the Company entered into anInvestment Advisory Agreement with Berkley Dean and Company, Inc. (“BerkleyDean”). In accordance with the agreement, Berkley Dean provides certain investmentadvisory and management services based upon criteria, standards and guidelinesestablished by the Company.The Company has ultimate and final authority overdecisions and policies on purchases and sales of securities.12

ADMIRAL INSURANCE COMPANY Investment Management Agreement – Effective January 1, 2005, the Company enteredinto an Investment Management Agreement with Steamboat Asset Management, LLC(“SAM”). In accordance with the agreement, SAM acts as manager for a specifiedportion of the Company’s investment portfolio subject to the direction, control andsupervision of the Company. Computer Services Agreement – Effective January 1, 2002, the Company entered aComputer Services Agreement with Berkley Technology Services, LLC (“BTS”). Inaccordance with the agreement, BTS provides computer and data processing services tothe Company including: programming, network management, operations and consultingservices. The agreement authorizes BTS to contract with other service providers tosatisfy the needs of the Company at its discretion. Per the agreement, BTS agrees allinformation disclosed by the Company shall be confidential and shall not be disclosed toany individual, corporation, other business organization or governmental agency unlessrequired by law in conformity with the Company’s privacy policy. In addition, BTSagrees to use information only for the purpose for which the Company provided it.TERRITORY AND PLAN OF OPERATIONThe Company is a licensed insurer in the states of Delaware and New Jersey. In addition,the Company writes business on a surplus or non-admitted basis in all other states, the District ofColumbia, Guam, Puerto Rico, the U.S. Virgin Islands and Canada.For the year endedDecember 31, 2013, the majority of the Company’s gross premium written was derived fromdirect business produced primarily by the following Profit Centers: Admiral Insurance Group;Berkley Custom Insurance Managers; Monitor Liability Managers and Berkley Medical Excess13

ADMIRAL INSURANCE COMPANYUnderwriting Managers. The following further describes the business written by each ProfitCenter: Admiral Insurance Group provides excess and surplus lines coverage for commercialrisks that generally consist of hard-to place, specialized risks that involve moderate tohigh degrees of hazard. Its lines of business include general liability, professionalliability, property, and excess and umbrella coverage.Admiral Insurance Group'sexpanding professional liability and program operations include special coverages fortechnology, ambulatory surgery centers, chiropractors and concierge physicians.Itsproducts are distributed exclusively by wholesale brokers. Berkley Custom Insurance Managers focuses on the excess casualty insurance marketand offers umbrella liability, pollution liability, excess liability, construction wrap-upsand completed operations coverages to wholesalers, retailers, manufacturers, insurancecompanies, financial institutions and construction companies. Monitor Liability Mangers provides executive and professional liability insurance tosmall to middle-market risks on a nationwide basis. Its primary professional liabilityproducts are directors and officers, employment practices and fiduciary coverages forpublic and private companies and nonprofit organizations, and errors and omissionspolicies for accounting and law firms. Berkley Medical Excess Underwriting Managers insures healthcare organizations such ashospitals and clinics that retain a portion of their risk exposure through a self-fundedmechanism and seek to maximize the effectiveness and efficiency of their excess riskfinancing program14

ADMIRAL INSURANCE COMPANYGROWTH OF THE COMPANYThe following information reflects the admitted assets, surplus as regards policyholders,gross premiums written and net income of the Company since the prior examination:Year20132012201120102009AdmittedAssets 3,308,366,547Surplus asRegardsPolicyholders 1,340,248,609Gross PremiumsWritten 7,428Net Income ,026For the year ended December 31, 2013, the Company’s financial position and operatingresults were heavily skewed by the transfer of assets and liabilities and the first year ofoperations under the Reinsurance Pooling Agreement and the two Assignment, Novation andAmendment of Reinsurance Contracts For the 2013 Annual Statement, the prior year financialstatement presentation was not restated to reflect pooling agreement and related changes inaffiliated reinsurance agreements. Excluding these events, the Company reported relativelystable gross premium written, surplus as regards to policyholders and total admitted assets overthe examination period.15

ADMIRAL INSURANCE COMPANYREINSURANCEThe Company reported the following distribution of premiums written for the year endedDecember 31, 2013:Direct businessReinsurance assumed from affiliatesReinsurance assumed from non‐affiliatesGross premiums written (“GPW”)Reinsurance ceded to affiliatesReinsurance ceded to non‐affiliatesTotal cededNet premiums written ,835,715(13,203,862)554,631,853(255,686,297)% 5% 05533,493,13138,636,186562,971,242% GPW59.0%40.9%0.1%100%0.9%5.6%6.4%93.6%Assumed Reinsurance – AffiliatedHistorically, the Group had various reinsurance agreements between BIC and itssubsidiaries and affiliates and among various subsidiaries and affiliates in the Group. EffectiveJanuary 1, 2013, all of the historical reinsurance agreements of the Group were commuted,assigned and novated, or otherwise amended binding BIC to assume 100% of all direct andassumed liability of all property and casualty companies in the Group. For 2013, the Companyreported negative reinsurance assumed from affiliates due to two separate Assignment, Novation& Amendment of Reinsurance Contracts (“Assignment and Novation”) effective January 1,2013, between (1) the Company, Clermont Insurance Company and BIC and (2) the Company,Admiral Indemnity Insurance Company and BIC. In accordance with the Assignment andNovation, BIC replaced the Company as the reinsurer in the original 100% Quota ShareReinsurance Agreement (1) dated April 5, 1983, between the Company and Clermont InsuranceCompany and (2) dated April 5, 1983, between the Company, Admiral Indemnity InsuranceCompany and BIC.16

ADMIRAL INSURANCE COMPANYCeded Reinsurance – AffiliatedEffective January 1, 2013, the Company entered into a Reinsurance Pooling Agreement(“Pooling Agreement”) with BIC and eighteen of its twenty-three property and casualtyinsurance company subsidiaries.The Company and the other eighteen participants to theagreement are referred to as “Pool Affiliates.” The Pooling Agreement commutes all priorreinsurance agreements between BIC and Pool Affiliates and agreements among Pool Affiliates.Per the agreement, the Pool Affiliates cede and transfer 100% of (1) their respective liabilities onall direct insurance policies and all reinsurance contracts in force or that had expired or had beenterminated or non-renewed as of January 1, 2013 and (2) those direct and assumed liabilities onpolicies issued subsequent to January 1, 2013. The Pooling Agreement appoints BIC to act asmanager to do all things necessary and incidental to conduct the business of the Pool Affiliates,and provides BIC the right to subcontract any of the duties and obligations to various ProfitCenters, other affiliates or unrelated third parties. Settlements required under the contract aremade on a daily basis. The agreement also stipulates the Pool Affiliates be included in anyconsolidated federal income tax return of BIC. The Pool Affiliates pay BIC an amount of taxliability as if it had filed a separate federal income tax return, and full benefit is received for anynet operating losses, capital losses, deductions, tax credits or similar items on a separate returnbasis. Tax payments are made to the Company quarterly. The Pooling Agreement was amendedeffective April 17, 2013 to add clarifying language in Article II of the contract regarding theAdministration/Management provision.Simultaneous to the Reinsurance Pooling Agreement BIC entered into an affiliatedManagement Agreement with forty-eight affiliated companies referred to as “Managers.” TheManagers are also referred to as “Profit Centers” by the Group’s management, and specialize in17

ADMIRAL INSURANCE COMPANYproperty and casualty insurance underwriting, claims adjustment and payment and othermanagement services. BIC also has similar agreements with other affiliated Profit Centers. Inaccordance with the agreements, BIC appointed the Profit Centers to act on its behalf and do allthings necessary and incidental to conduct the business of BIC and its insurancesubsidiaries. The agreements authorize the Profit Centers to subcontract any of the servicesfurnished under the agreements to any subsidiary, affiliate or unrelated third party subject toBIC’s approval.Ceded Reinsurance - UnaffiliatedIn accordance with the affiliated Reinsurance Pooling Agreement effective January 1,2013, BIC received a settlement value plus any future reinsurance recoveries received by theCompany as consideration. Accordingly, BIC now reports the NAIC Annual Statement ScheduleF – Part 3 Ceded Reinsurance schedules as if it replaced the Company (original cedant) in allceded reinsurance contracts issued by the Company prior to the agreement. After January 1,2013, all aggregate and facultative reinsurance purchased to cover business underwritten by theCompany is acquired in the name

Berkley Regional Specialty Insurance Comp 31295 DE Carolina Casualty Insurance Company 10510 IA Clermont Insurance Company 33480 IA Continental Western Insurance Company 10804 IA Firemen's Insurance Com pany of Wash, D.C. 21784 DE Gemini Insurance Company 10833 DE Great Divide Insurance Company 25224 ND

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