PARTITION AND NOVATION AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 2014 (the "Effective Date")
BY AND BETWEEN:
METLIFE INSURANCE COMPANY OF CONNECTICUT
("the Ceding Company")
-and-
GENERAL RE LIFE CORPORATION
("the Reinsurer")
-and-
METROPOLITAN LIFE INSURANCE COMPANY
("MLIC")
WHEREAS the Ceding Company and the Reinsurer entered into a Reinsurance
Agreement effective 10/1/1994 (the "Reinsurance Agreement") under which
Reinsurer assumes Variable Annuity business (the "Reinsured Business"); and
WHEREAS, the Reinsured Business includes contracts that were issued to both
contractholders resident in New York (the "NY Business") and contracts that were
issued to contractholders resident outside New York (the "U.S. Business"); and
WHEREAS the Ceding Company intends to surrender its license to sell insurance in
NY, and therefore reinsure on a co/modco basis 100% of the NY Business to MLIC a
moment in time immediately preceding the enactment of this Agreement, pursuant
to an agreement between the Ceding Company and MLIC; and
WHEREAS, as of the Effective Date, the Ceding Company wishes to partition and
novate the Reinsurance Agreement such that MLIC will assume all of the Ceding
Company's interests, rights, duties, obligations and liabilities with respect to
the NY Business as set out below; and
WHEREAS, MLIC wishes to assume the Ceding Company's interest, rights, duties,
obligations and liabilities under the Reinsurance Agreement with respect to the
NY Business; and
WHEREAS, it is understood that the Ceding Company shall retain all interests,
rights, duties, obligations and liabilities under the Reinsurance Agreement with
respect to the U.S. Business that is not hereby partitioned and novated to MLIC,
and
WHEREAS, the Reinsurer wishes to consent and agree to such partition and
novation.
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective
covenants and agreements hereinafter contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto), the parties hereto covenant and agree as follows:
1) As of the Effective Date the parties hereby agree to a partition and novation
of the Reinsurance Agreement with respect to the NY Business as follows:
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a) MLIC agrees with each of the Ceding Company and the Reinsurer to perform
the Reinsurance Agreement, to be bound by all of the terms and conditions
of the Reinsurance Agreement and to perform all of the Ceding Company's
duties, obligations and liabilities under the partitioned Reinsurance
Agreement to the same extent as if MLIC were an original party to the
Reinsurance Agreement instead of the Ceding Company, provided that MLIC
shall enjoy all of the Ceding Company's interests and rights under the
Reinsurance Agreement;
b) The Reinsurer accepts the liability of MLIC under the Reinsurance
Agreement in lieu of the liability of the Ceding Company, agrees to MLIC
being bound by all of the terms and conditions of the Reinsurance Agreement
and to MLIC performing all of the Ceding Company's duties, obligations and
liabilities under the Reinsurance Agreement to the same extent as if MLIC
were a party to the Reinsurance Agreement instead of the Ceding Company;
c) The Reinsurer agrees that any claim proof of payment provided by the
Ceding Company shall be sufficient proof of payment by MLIC.
d) The Reinsurer agrees that MLIC shall enjoy all of the Ceding Company's
interests and rights under the Reinsurance Agreement;
e) The Reinsurer and MLIC hereby ratify and confirm that, from the
Effective Date, the partitioned Reinsurance Agreement, with respect to the
NY Business only, is an agreement solely between them in full force and
effect in accordance with its terms and conditions and the terms and
conditions of this Agreement, which shall form part of the partitioned
Reinsurance Agreement;
f) The Reinsurer releases and forever discharges the Ceding Company from
any and all of the Ceding Company's duties, obligations and liabilities
with respect to the NY Business under the partitioned Reinsurance
Agreement, and from all claims, demands, actions and causes of actions
which the Reinsurer ever had, now has or may hereafter have against Ceding
Company in any way arising out of, resulting from or related to the NY
Business.
2) The Reinsurer and the Ceding Company hereby ratify and confirm the
partitioned Reinsurance Agreement, with respect to the U.S. Business only, is an
agreement solely between them in full force and effect in accordance with its
terms and conditions and the terms and conditions of this Agreement, which shall
form part of the partitioned Reinsurance Agreement.
3) For greater certainty, the Ceding Company shall continue to be bound by the
terms and conditions of the Reinsurance Agreement prior to the Effective Date.
On and after the Effective Date, the Ceding Company shall only be bound by the
terms and conditions of the partitioned Reinsurance Agreement in respect of the
U.S. Business.
4) Any notice or other communication to be made or given hereunder or under the
partitioned Reinsurance Agreement (in each case, "Communication") shall be in
writing and may be made or given by personal delivery, by courier, by
transmittal by telecopy or other similar means of electronic communication, or
sent by registered mail, charges prepaid, addressed to the respective parties as
follows:
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IF TO THE CEDING COMPANY:
Xxxxxxx Xxxxx
MetLife Insurance Company of Connecticut
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
email address: xxxxxx@xxxxxxx.xxx
IF TO THE REINSURER:
Xxx Xxxxxxx
Vice President
General Re Life Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
email: xxxxxxx@xxxxx.xxx
IF TO MLIC:
Xxxxxxx Xxxxx
Metropolitan Life Insurance Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
email address: xxxxxx@xxxxxxx.xxx
Or to such other address or telecopy number as any party may from time to time
designate in accordance with this section. Any Communication made by personal
delivery or by courier shall be conclusively deemed to have been given and
received on the day of actual delivery thereof, or, if made or given by telecopy
or other electronic means of communication, on the first Business Day following
the transmittal thereof. Any Communication that is mailed shall be conclusively
deemed to have been given and received on the third Business Day following the
date of mailing but if, at the time of mailing or within three (3) Business Days
thereafter, there is or occurs a labor dispute or other event that might
reasonably be expected to disrupt delivery of documents by mail, any
Communication shall be delivered or transmitted by any other means provided for
in this section. "Business Day" means any day other than a Saturday, a Sunday,
or a statutory holiday in the domicile of any of the parties hereto.
5) Each party agrees to do all things as may be necessary to give full effect to
this Agreement.
6) This Agreement represents the entire agreement between the parties with
respect to the subject matter hereof, and supersedes any prior or
contemporaneous oral or written agreements relating thereto. This Agreement
shall not be amended or modified except by written agreement signed by duly
authorized officers of the parties hereto. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
7) If any provision of this Agreement is held to be invalid or unenforceable in
whole or in part, such invalidity or unenforceability shall attach only to such
provision or part thereof and the remaining part of such provision and all other
provisions hereof shall continue in full force and effect.
8) This Agreement and the Reinsurance Agreement as it relates to the obligations
as described herein with respect to the New York Business shall be governed by
and construed in accordance with the laws of the state of New York. Any
arbitration proceedings involving this
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Agreement or the Reinsurance Agreement as it relates to the obligations
described herein with respect to the New York Business shall be conducted in the
state of New York.
9) Article VII of the Reinsurance Agreement as it relates to the obligations as
described herein with respect to the New York Business is deleted in its
entirety and replaced with the following:
If the Ceding Company is judged insolvent, the Reinsurer will pay all
reinsurance under this Agreement directly to the Ceding Company, its liquidator,
receiver or statutory successor on the basis of the Reinsurer's liability under
the Policy or Policies reinsured without decrease because of the Ceding
Company's insolvency. It is understood, however, that in the event of the Ceding
Company's insolvency the liquidator, receiver or statutory successor will give
the Reinsurer written notice of a pending claim on a policy reinsured within a
reasonable time after the claim is filed in the insolvency proceedings. While
the claim is pending, the Reinsurer may investigate and interpose at its own
expense in the proceedings where the claim is to be adjudicated, any defense
which the Reinsurer may deem available to the Ceding Company, its liquidator,
receiver or statutory successor. It is further understood that the expense the
Reinsurer incurs 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 the Reinsurer has undertaken. Where two or more
reinsurers are involved in the same claim and a majority in interest elects to
interpose defense to the claim, the expenses will be apportioned in accordance
with the terms of the Agreement as though the Ceding Company had incurred the
expense. Should the Ceding Company go into liquidation or should a receiver be
appointed, all amounts due to the Ceding Company or Reinsurer under this
Agreement shall be subject to the right of offset at any time and from time to
time, and upon the exercise of same, only the net balance will be due. The
application of the offset in the event of insolvency shall not be deemed to
constitute diminution.
10) All capitalized terms not defined herein shall have the meanings ascribed
thereto in the Reinsurance Agreement. All other terms of the Reinsurance
Agreement not modified shall remain in full force and effect.
11) This Agreement is conditional upon the contemplated 100% reinsurance of the
New York Business from the Ceding Company to MLIC effective January 1, 2014. If,
for whatever reason, such reinsurance is not effective on that date, this
Agreement shall be null and void and the Reinsurance Agreement shall continue in
full force and effect, unamended.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement, on the dates indicated
below.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Date: 12-20-13
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Date: 12-20-13
GENERAL RE LIFE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
Date: October 8, 2013
T031-104
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