Exhibit (g)
7724-00-00
AUTOMATIC AND FACULTATIVE YRT REINSURANCE AGREEMENT
BETWEEN
THE CANADA LIFE INSURANCE COMPANY OF AMERICA
(HEREINAFTER CALLED THE "CEDING COMPANY")
LANSING, MICHIGAN, USA
and
SWISS RE LIFE & HEALTH AMERICA INC. REINSURANCE COMPANY
(HEREINAFTER CALLED THE "REINSURER")
STAMFORD, CONNECTICUT, USA
THIS AGREEMENT IS EFFECTIVE JULY 1, 2000
TABLE OF CONTENTS
ARTICLE TITLE PAGE
------- ----- ----
ARTICLE I - PARTIES TO THE AGREEMENT 3
ARTICLE II - COMMENCEMENT, TERMINATION AND CONTINUANCE OF REINSURANCE 3
ARTICLE III - SCOPE 4
ARTICLE IV - COVERAGE 5
ARTICLE V - LIABILITY 6
ARTICLE VI - RETENTION AND RECAPTURE 6
ARTICLE VII - REINSURANCE PREMIUMS AND ALLOWANCES 7
ARTICLE VIII - RESERVES 7
ARTICLE IX - TERMINATIONS AND REDUCTIONS 7
ARTICLE X - POLICY ALTERATIONS 8
ARTICLE XI - POLICY ADMINISTRATION AND PREMIUM ACCOUNTING 9
ARTICLE XII - CLAIMS 10
ARTICLE XIII - ARBITRATION 11
ARTICLE XIV - INSOLVENCY 12
ARTICLE XV - OFFSET 12
ARTICLE XVI - RIGHT TO INSPECT 13
ARTICLE XVII - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS 13
ARTICLE XVIII - CHOICE OF LAW, FORUM, AND LANGUAGE 13
ARTICLE XIX - ALTERATIONS TO THE AGREEMENT 13
ARTICLE XX - EXECUTION OF THE AGREEMENT 14
2
ARTICLE I - PARTIES TO THE AGREEMENT
Reinsurance required by the Ceding Company will be reinsured by the Reinsurer as
described in the terms of this Agreement.
This is an Agreement solely between the Reinsurer and the Ceding Company. In no
instance will anyone other than the Reinsurer or the Ceding Company have any
rights under this Agreement, and the Ceding Company is and will remain solely
liable to any insured, policyowner, or beneficiary under the Original Policies
reinsured hereunder.
The current general and special policy conditions, the premium schedules, and
underwriting guidelines of the Ceding Company, applying to the business covered
by this Agreement as set out in the Schedules, will form an integral part of
this Agreement. Additions or alterations to any of these conditions or schedules
will be reported to the Reinsurer without delay. In the case of significant
changes, both parties to the Agreement must agree to the new reinsurance
conditions.
ARTICLE II - COMMENCEMENT, TERMINATION AND CONTINUANCE OF REINSURANCE
1. AGREEMENT COMMENCEMENT
Notwithstanding the date on which this Agreement is signed, this
Agreement will take effect as from the date shown in the attached
Schedule I, and applies to new business taking effect on and after this
date.
2. AGREEMENT TERMINATION
This Agreement will be in effect for an indefinite period and may be
terminated as to new reinsurance at any time by either party giving
ninety (90) days written notice of termination. The day the notice is
mailed to the other party's Home Office, or, if the mail is not used,
the day it is delivered to the other party's Home Office or to an
Officer of the other party will be the first day of the ninety (90) day
period.
During the ninety (90) day period, this Agreement will continue to
operate in accordance with its terms.
3. POLICY TERMINATION
If the Policy is terminated by death, lapse, surrender or otherwise, the
reinsurance will terminate on the same date. If premiums have been paid
on the reinsurance for a period beyond the termination date, refunds
will follow the terms as shown in Schedule I.
If the Policy continues in force without payment of premium during any
days of grace pending its surrender, whether such continuance be as a
result of a Policy provision or a practice of the Ceding Company, the
reinsurance will also continue without payment of premium and will
terminate on the same date as the Ceding Company's risk terminates.
If the Policy continues in force because of the operation of an
Automatic Premium Loan provision, or other such provision by which the
Ceding Company receives compensation for its risk, then the reinsurance
will also continue and the Ceding Company will pay the Reinsurer the
reinsurance premium for the period to the date of termination.
4. CONTINUATION OF REINSURANCE
On termination of this Agreement in accordance with the provisions in
Paragraph two of this Article, the reinsurance ceded will remain in
force subject to the terms and conditions of this Agreement until their
natural expiry.
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ARTICLE III - SCOPE
1. RETENTION OF THE CEDING COMPANY
The type and amount of the Ceding Company's retention on any one life is
as shown in Schedule I. In determining the amounts at risk in each case,
any additional death benefits on the same life (e.g. additional term
insurance or family income benefits) will be taken into account, as will
the amounts at risk under any other existing policies, at the time of
commencement, of the policy ceded under this Agreement.
The Ceding Company may alter its retention in respect of future new
business at any time. The Ceding Company will promptly notify the
Reinsurer of such alteration and its effective date.
2. CURRENCY
All reinsurance to which the provisions of this Agreement apply will be
effected in the same currencies as that expressed in the Original
Policies and as shown in Schedule I.
3. THE REINSURER'S SHARE
The Reinsurer's Share is as shown in Schedule I.
4. BASIS OF REINSURANCE
Plans of insurance listed in Schedule I will be reinsured on the basis
described in Schedule I, using the rates given in the Rate Table as
shown in Schedule I.
5. REINSURANCE ALLOWANCES
The Reinsurer will pay to the Ceding Company the reinsurance allowance,
if any, as shown in Schedule I. If any reinsurance premiums or
installments of reinsurance premiums are returned to the Ceding Company,
any corresponding reinsurance allowance previously credited to the
Ceding Company, will be reimbursed to the Reinsurer.
6. PREMIUM RATE GUARANTEE
Premium Rate Guarantees, if any, are as shown in Schedule I.
7. POLICY FEES
Policy fees, if any, are as shown in Schedule I.
8. TAXES
Taxes, if any, are shown in Schedule I.
9. EXPERIENCE REFUND OR PROFIT COMMISSION
If an experience refund or profit commission is payable under this
Agreement, the conditions and formula are as shown in Schedule I.
10. EXPENSE OF THE ORIGINAL POLICY
The Ceding Company will bear the expense of all medical examinations,
inspection fees and other charges incurred in connection with the
original policy.
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ARTICLE IV - COVERAGE
AUTOMATIC PROVISIONS
For each risk on which reinsurance is ceded, the Ceding Company's
retention at the time of issue will take into account both currently
issued and previously issued policies.
The Ceding Company must cede and the Reinsurer must automatically accept
reinsurance, if all of the following conditions are met for each life:
1. RETENTION
The Ceding Company has retained its limit of retention (i.e. in
Schedule I); and
2. PLANS AND RIDERS
The basic plan or supplementary benefit, if any, is shown in
Schedule I; and
3. AUTOMATIC ACCEPTANCE LIMITS
The underwriting class, age, minimum reinsurance amount, binding
amounts and jumbo limits fall within the automatic limits as
shown in Schedule I; and
4. UNDERWRITING
The risk is underwritten according to the Ceding Company's
Standard Guidelines; and
The Ceding Company has never made facultative application for
reinsurance on the same life to the Reinsurer or any other
Reinsurer; and
5. RESIDENCE
The risk is a resident of the Countries, as shown in Schedule I.
If, for a given application, the Ceding Company cannot comply with the
automatic reinsurance conditions described above, or if the Ceding
Company submits the application to other Reinsurers for their
facultative assessment, the Ceding Company can submit this application
to the Reinsurer on a facultative basis.
FACULTATIVE PROVISIONS
The Ceding Company will send copies of the original applications, all
medical reports, inspection reports, attending physician's statement,
and any additional information pertinent to the insurability of the risk
to the Reinsurer.
The Ceding Company will also notify the Reinsurer of any underwriting
information requested or received after the initial request for
reinsurance is made. For policies which contain automatic increase
provisions, the Ceding Company will inform the Reinsurer of the initial
and ultimate risk amounts for which reinsurance is being requested, or
in the case of indexed amounts, the basis of the indexing.
On a timely basis, the Reinsurer will submit a written decision to the
Ceding Company. In no case will the Reinsurer's offer on facultative
submissions be open after 120 days have elapsed from the date of the
Reinsurer's offer to participate in the risk. Acceptance of the offer
and delivery of the policy according to the rules of the Ceding Company
must occur within 120 days of the final reinsurance offer. Unless the
Reinsurer explicitly states in writing that the final offer is extended,
the offer will be automatically withdrawn at the end of day 120.
The Reinsurer will not be liable for proceeds paid under the Ceding
Company's conditional receipt or temporary insurance agreement for risks
submitted on a facultative basis.
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ARTICLE V - LIABILITY
The liability of the Reinsurer for all claims within automatic cover and all
claims arising after facultative acceptance as described in Article IV, will
commence simultaneously with that of the Ceding Company and will cease at the
same time as the liability of the Ceding Company ceases.
ARTICLE VI - RETENTION AND RECAPTURE
If the Ceding Company changes its limit of retention as shown in Schedule I,
written notice of the change will promptly be given to the Reinsurer. At the
option of the Ceding Company, a corresponding reduction may be made in the
reinsurance in force under this Agreement, on all lives, on which the Ceding
Company has maintained its maximum limit of retention, provided that all
eligible business is reduced on the same basis. The Ceding Company may apply the
new limits of retention to existing reinsurance and reduce and recapture
reinsurance inforce in accordance with the following rules:
1. No recapture will be made unless reinsurance has been in force for the
minimum period shown in Schedule I.
2. Recapture will become effective on the policy anniversary date following
written notification of the Ceding Company's intent to recapture.
3. No recapture will be made unless the Ceding Company retained its maximum
limit of retention for the plan, age and mortality rating at the time
the policy was issued. No recapture will be allowed in any class of
fully reinsured business or in any classes of risks for which the Ceding
Company established special retention limits less than the Ceding
Company's maximum retention limits for the plan, age, and mortality
rating at the time the policy was issued.
4. If any reinsurance is recaptured, all reinsurance eligible for
recapture, under the provisions of this Article, must be recaptured.
5. If there is reinsurance with other reinsurers on risks eligible for
recapture, the necessary reduction is to be applied to each company in
proportion to the total outstanding reinsurance.
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ARTICLE VII - REINSURANCE PREMIUMS AND ALLOWANCES
1. LIFE REINSURANCE
Premiums for Life and Supplemental Benefit reinsurance will be as shown
in Schedule I.
2. SUBSTANDARD PREMIUMS
Premiums will be increased by any (flat) extra premium as shown in
Schedule I, charged the insured on the face amount initially reinsured.
Premiums will be increased by any substandard premium as shown in
Schedule I, charged the insured on the net amount at risk reinsured.
3. JOINT POLICY PREMIUMS
In the case of joint policy premiums, if any, the premium rate payable
to the Reinsurer will be as shown in Schedule I.
4. SUPPLEMENTAL BENEFITS
The Reinsurer will receive a proportionate share of any premiums for
additional benefits as shown in Schedule I, as well as for any extra
premiums the Ceding Company may collect for the coverage of special
risks (traveling, climate, occupation, etc.). This share will be based
on the ratio between the amount at risk and the total initial benefits
insured and will remain constant throughout the entire period of premium
payment.
ARTICLE VIII - RESERVES
Reserve requirements of the Ceding Company, if any, are as shown in Schedule I.
ARTICLE IX - TERMINATIONS AND REDUCTIONS
Terminations or reductions will take place in accordance with the following
rules in order of priority:
1. The Ceding Company must keep its initial or recaptured retention on the
policy.
2. Termination or reduction of a wholly reinsured policy will not affect
other reinsurance inforce.
3. A termination or reduction on a wholly retained case will cause an equal
reduction in existing automatic reinsurance with the oldest policy being
reduced first.
4. A termination or reduction will be made first to reinsurance of
partially reinsured policies with the oldest policy being reduced first.
5. If the policies are reinsured with multiple reinsurers, the reinsurance
will be reduced by the ratio of the amount of reinsurance in each
company to the total outstanding reinsurance on the risk involved.
6. When a policy is reinstated, reinsurance will be reinstated as if the
lapse or reduction had not occurred.
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ARTICLE X - POLICY ALTERATIONS
1. REINSTATEMENT
Any policy originally reinsured in accordance with the terms and
conditions of this Agreement by the Ceding Company may be automatically
reinstated with the Reinsurer as long as the policy is reinstated in
accordance with the terms and rules of the Ceding Company. Any policy
originally reinsured with the Reinsurer on a facultative basis which has
been in a lapsed status for more than ninety (90) days must be submitted
with underwriting requirements and approved by the Reinsurer before it
is reinstated. The Ceding Company will pay the Reinsurer its share of
amounts collected or charged for the reinstatement of such policies.
2. EXTENDED TERM AND REDUCED PAID-UP ADDITIONS
If the original policy lapses and extended term insurance or reduced
paid-up insurance is elected under the terms of the policy, reinsurance
will be proportionately adjusted. The reinsurance premiums will be
calculated in the same manner as reinsurance premiums were calculated on
the original policy.
3. EXCHANGES OR CONVERSIONS
An exchange or conversion is a new policy replacing a policy issued
earlier by the Ceding Company or a change in an existing policy that is
issued or made either:
1. Under the terms of the original policy, or,
2. Without the same new underwriting information the Ceding Company
would obtain in the absence of the original policy,
3. Without a suicide exclusion period, or contestable period of
equal duration, to those contained in new issues by the Ceding
Company, or
4. Without the payment of the same allowances in the first year,
that the Ceding Company would have paid in the absence of the
original policy.
Exchanges or Conversions will be reinsured under this Agreement only if
the original policy was reinsured with the Reinsurer; the amount of
reinsurance under this Agreement will not exceed the amount of the
reinsurance on the original policy with the Reinsurer immediately prior
to the exchange or conversion. Premiums will be as shown in Schedule I.
Note: An original date policy Reissue will not be treated as a continuation of
the original policy. It will be treated as a new policy and the original
policy will be treated as Not Taken. All premiums previously paid to the
Reinsurer for the original policy will be refunded to the Ceding
Company. All premiums will be due on the new policy from the original
issue date of the old policy.
Note: Re-Entry, e.g. wholesale replacement and similar programs are not
covered under this Article. If Re-Entry is applicable to this treaty,
then it will be covered in Schedule I.
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ARTICLE XI - POLICY ADMINISTRATION AND PREMIUM ACCOUNTING
1. ACCOUNTING PERIOD AND PREMIUM DUE
The Ceding Company will submit accounts to the Reinsurer, for reporting
new business, alterations, terminations, renewals, claims, and premium
due, as shown in Schedule I.
2. ACCOUNTING ITEMS
The accounts will contain a list of premiums due for the current
accounting period, explain the reason for each premium payment, show
premium subtotals adequate to use for premium accounting, including
first year and renewal year premiums and allowances. The account
information should provide the ability to evaluate retention limits,
premium calculations and to establish reserves.
3. REINSURANCE ADMINISTRATION REQUIREMENTS
Reinsurance Administration Requirements are as shown in Schedule I.
4. PAYMENT OF BALANCES
The Ceding Company will pay any balance due the Reinsurer, at the same
time as the account is rendered, but in all cases, by the Accounting and
Premium Due frequency as shown in Schedule I. The Reinsurer will pay any
balance due the Ceding Company, at the same time as the account is
confirmed, however, at the latest, within thirty (30) days after receipt
of the statement of account. Should the Reinsurer be unable to confirm
the account in its entirety, the confirmed portion of the balance will
be paid immediately. As soon as the account has been fully confirmed,
the difference will be paid immediately by the debtor. All balances not
paid within thirty (30) days of the due date shown on the statement will
be in default.
5. BALANCES IN DEFAULT
The Reinsurer will have the right to terminate this Agreement, when
balances are in default, by giving ninety (90) days written notice of
termination to the Ceding Company. As of the close of the last day of
this ninety (90) day notice period, the Reinsurer's liability for all
risks reinsured under this Agreement will terminate. The first day of
this ninety (90) day notice of termination, resulting from default as
described in paragraph four of this Article, will be the day the notice
is received in the mail by the Ceding Company, or if the mail is not
used, the day it is delivered to the Ceding Company. If all balances in
default are received within the ninety (90) day time period, the
Agreement will remain in effect. The interest payable on balances in
default is stipulated as shown in Schedule I.
6. FLUCTUATIONS IN EXCHANGE RATES
If the premium due periods allowed for the payment of balances are
exceeded by either party, the debtor will bear the currency risk, in the
event of any subsequent alteration in the exchange rate, by more than
five percent, unless the debtor is not responsible for the delay in
payment.
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ARTICLE XII - CLAIMS
Claims covered under this Agreement include only death claims, which are those
due to the death of the insured on a policy reinsured and any additional
benefits, including riders, which are defined in accordance with the underlying
policy and are reinsured under this Agreement.
1. NOTICE
The Ceding Company will promptly notify the Reinsurer of all claims.
2. PROOFS
In every case of loss, copies of the proofs obtained by the Ceding
Company will be taken by the Reinsurer as sufficient. Copies thereof,
together with proof of the amount paid on such claim by the Ceding
Company will be furnished to the Reinsurer when requesting its share of
the claim.
3. PAYMENT OF BENEFITS
The Reinsurer will pay its share of all payable claims, however, if the
amount reinsured with the Reinsurer is more than the amount retained by
the Ceding Company and the claim is contestable, all papers in
connection with such claim, including all underwriting and investigation
papers, must be submitted to the Reinsurer for its consultation before
admission of any liability on the part of the Ceding Company.
If the amount of insurance changes because of a misstatement of rate
classification, the Reinsurer's share of reinsurance liability will
change proportionately.
4. CONTESTED CLAIMS
The Ceding Company will notify the Reinsurer of its intention to
contest, compromise, or litigate a claim. Unless it declines to be a
party to such action, the Reinsurer will pay its share of any settlement
up to the maximum that would have been payable under the specific policy
had there been no controversy plus its share of specific expenses,
except as specified below.
5. CLAIMS EXPENSES
If the Reinsurer declines to be a party to the contest, compromise, or
litigation of a claim, it will pay its full share of the amount
reinsured, as if there had been no contest, compromise, or litigation,
and its proportionate share of covered expenses incurred to the date,
from the date it notifies the Ceding Company it declines to be a party.
6. EXTRA CONTRACTUAL OBLIGATIONS
The parties recognize that circumstances may arise under which the
Reinsurer, in equity, should share, to the extent permitted by law, in a
payment of extra-contractual damages (or a payment in settlement of a
claim therefor). Such circumstances are difficult to define in advance,
but generally involve those situations in which the Reinsurer was an
active party in, or approved in writing, the act, omission, or course of
conduct which ultimately resulted in the payment. The extent of such
sharing is dependent on a good faith assessment of culpability in each
case, but all factors being equal, the division of any such payment
would be in proportion to our quota share percentage.
In no event will the following categories of expenses or liabilities be
reimbursed:
a. Routine investigative or administrative expenses;
b. Salaries of employees or other internal expenses of the Ceding
Company or the original issuing companies;
c. Expenses incurred in connection with a dispute or contest
arising out of conflicting or any other claims of entitlement to
policy proceeds or benefits.
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ARTICLE XIII - ARBITRATION
1. GENERAL
All disputes and differences between the Ceding Company and the
Reinsurer with respect to this Agreement will be decided by arbitration,
regardless of the insolvency of either party, unless the conservator,
receiver, liquidator, or statutory successor is specifically exempted
from an arbitration proceeding by applicable state law.
2. NOTICE
Either party may initiate arbitration by providing written notification
to the other party. Such written notice shall set forth a brief
statement of the issue(s), the failure of the parties to reach
agreement, and the date of the demand for arbitration.
3. PROCEDURE
An arbitration panel shall be chosen consisting of three arbitrators
(tribunal). The arbitrators must be impartial and must be or must have
been officers of life insurance or life reinsurance companies other than
the parties or their affiliates. Each party shall select an arbitrator
within thirty days from the date of the demand. If either party shall
refuse or fail to appoint an arbitrator within the time allowed, the
party that has appointed an arbitrator may notify the other party that,
if it has not appointed its arbitrator within the following ten days,
the arbitrator will appoint an arbitrator on its behalf. The two
arbitrators shall select a third arbitrator within thirty days of the
appointment of the second arbitrator. If the two arbitrators fail to
agree on the selection of the third arbitrator within the time allowed,
either party may ask XXXXX US to appoint the third arbitrator. However,
if XXXXX US is unable to appoint an arbitrator who is impartial and who
is or was an officer of a life insurance or life reinsurance company
other than the parties or their affiliates, then either party may ask a
court to appoint the third arbitrator pursuant to the Uniform
Arbitration Act or any similar statute empowering the court to appoint
an arbitrator.
The arbitration panel shall interpret this Agreement as an honorable
engagement rather than merely a legal obligation, and shall consider
practical business and equitable principles as well as industry custom
and practice regarding the applicable insurance and reinsurance
business. The panel is released from judicial formalities and shall not
be bound by strict rules of procedure and evidence.
4. PLACE OF ARBITRATION
The arbitration panel shall determine all arbitration schedules and
procedural rules. Organizational and other meetings shall be held in
Worcester, Massachusetts, unless the panel shall select another
location. The panel shall decide all matters by majority vote.
5. ARBITRATION SETTLEMENT
Decisions of the arbitration panel shall be final and binding on both
parties. The panel may, at its discretion, award costs and expenses it
deems appropriate, including but not limited to attorneys fees and
interest. Judgment may be entered upon the final decision of the panel
in any court of competent jurisdiction. The panel may not award
exemplary or punitive damages. Unless the panel decides otherwise, the
parties will be separately responsible for paying all fees and expenses
charged by its respective counsel, accountants, actuaries, and other
representatives in connection with the arbitration, and the parties
shall bear equally the fees and expenses of the arbitrators and any
ancillary expenses associated with a hearing (e.g., any rental fee for
use of the hearing room, etc.).
The arbitration panel will submit its written decision within ten days
following arbitration.
6. ARBITRATION COSTS
All costs of the arbitration will be determined by the tribunal, which
may take into account the law and practice of the place of arbitration,
and in what manner arbitration costs will be paid, and by whom.
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ARTICLE XIV - INSOLVENCY
In the event of the insolvency of the Ceding Company, all reinsurance will be
payable directly to the liquidator, receiver, or statutory successor of the
Ceding Company without diminution because of the insolvency and in accordance
with the terms of this Agreement.
In the event of insolvency of the Ceding Company, the liquidator, receiver, or
statutory successor will immediately give written notice to the Reinsurer of all
pending claims against the Ceding Company on any policies reinsured. While a
claim is pending, the Reinsurer may investigate and interpose, at its own
expense, in the proceedings where the claim is adjudicated, any defense or
defenses which it may deem available to the Ceding Company or its liquidator,
receiver, or statutory successor. The expense incurred by the Reinsurer will be
chargeable, subject to court approval against the Ceding Company as part of the
expense of liquidation to the extent of a proportionate share of the benefit
which may accrue to the Ceding Company solely as a result of the defense
undertaken by the Reinsurer. Where two or more Reinsurers are participating in
the same claim and a majority in interest elect to interpose a defense or
defenses to any such claim, the expense will be apportioned in accordance with
the terms of the reinsurance agreement as though such expense had been incurred
by the Ceding Company.
In the event that the Reinsurer is deemed insolvent, it shall be considered in
default under this Agreement. The Ceding Company may at its own option within
thirty (30) days of the occurrence of this event, give written notice to the
Reinsurer of its intention to recapture reinsurance and reserves under this
agreement.
(1) As an alternative to allowing reinsurance to be recaptured, the
Reinsurer may elect to place assets in trust in an amount equal
to the statutory reserves of the policies reinsured under this
agreement.
(2) If the reinsurance is recaptured, the Ceding Company will pay
the Reinsurer the following recapture fee:
(XX%) (1-n/R) (P), where
- n is the policy year in which the recapture
occurs.
- P is the gross reinsurance premium rate per
$1,000 in policy year n.
- XX% is the applicable YRT reinsurance percentage
for policy year n. (or 100 minus the applicable
coinsurance allowance for policy year n.)
- R is the recapture period in years. For level
term plans, R will be the greater of the normal
recapture period or the length in years of the
level premium period.
The termination shall be effective the earlier of:
a) The date on which the Reinsurer is deemed insolvent; or
b) The date on which the Reinsurer's insolvency has been
established by the Insurance Department of the State of
Domicile.
ARTICLE XV - OFFSET
Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor
of or against, either the Reinsurer or the Ceding Company, with respect to this
Agreement or with respect to any other claim of one party against the other, are
deemed mutual debts or credits, as the case may be, and will be offset, and only
the balance will be allowed or paid.
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ARTICLE XVI - RIGHT TO INSPECT
Upon request the Ceding Company will furnish the Reinsurer with detailed
information concerning the risks reinsured under this Agreement. In particular
the Reinsurer will be entitled to request that:
1. Copies of the whole or part of any documents relating to the risks and
their reinsurance be made available to the Reinsurer at its own expense;
2. During the Ceding Company's normal office hours these documents will be
made available to a representative of the Reinsurer who will be named in
advance; notification of such visits will normally be given two weeks in
advance and even in urgent cases at least forty-eight hours in advance;
and
3. The Reinsurer will have this right of inspection as long as one of the
two parties to this Agreement is claiming from the other.
ARTICLE XVII - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS
It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either the Ceding Company or the
Reinsurer, both the Ceding Company and the Reinsurer, will be restored to the
position they would have occupied, had no such error, misunderstanding or
omission occurred, subject always to the correction of the error,
misunderstanding or omission.
ARTICLE XVIII - CHOICE OF LAW, FORUM, AND LANGUAGE
1. CHOICE OF LAW AND FORUM
This Agreement, will in all respects be governed by, and construed in
accordance with the law and exclusive jurisdiction of the Courts, as
shown in Schedule I.
2. LANGUAGE
The Parties hereto acknowledge and agree that, even though they may
execute this Agreement in both an English version and in another
language, as shown in Schedule I, the version as shown in Schedule I
will control for all legal purposes in the event of any inconsistency
between or disagreement between the two versions.
ARTICLE XIX - ALTERATIONS TO THE AGREEMENT
This Reinsurance Agreement constitutes the entire Agreement between the parties,
with respect to the business being reinsured hereunder, and there are no
understandings between the parties other than as expressed in this Agreement.
Any alterations to the provisions of this Agreement will be made by Amendment,
Addenda or by correspondence attached to the Agreement embodying such
alterations as may be agreed upon and signed by both parties. These documents
will be regarded as part of this Agreement and will be equally binding.
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ARTICLE XX - EXECUTION OF THE AGREEMENT
IN WITNESS OF THE ABOVE,
THE CANADA LIFE INSURANCE COMPANY OF AMERICA
OF
LANSING, MICHIGAN, USA
AND
SWISS RE LIFE & HEALTH REINSURANCE COMPANY
OF
STAMFORD, CONNECTICUT, USA
HAVE BY THEIR RESPECTIVE OFFICERS EXECUTED AND DELIVERED THIS AGREEMENT
IN DUPLICATE ON THE DATES INDICATED BELOW:
THE CANADA LIFE INSURANCE COMPANY OF AMERICA
BY:
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BY:
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TITLE:
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TITLE:
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DATE:
14
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DATE:
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SWISS RE LIFE & HEALTH AMERICA INC. REINSURANCE COMPANY
BY:
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TITLE:
VICE PRESIDENT
DATE:
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