AUTOMATIC AND FACULTATIVE YRT REINSURANCE AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) BETWEEN FARM BUREAU LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA EQUITRUST LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA (HEREINAFTER REFERRED...
Exhibit 99(g)(5)
00000-00-00
AUTOMATIC AND FACULTATIVE YRT REINSURANCE AGREEMENT
(HEREINAFTER REFERRED TO AS THE “AGREEMENT”)
BETWEEN
FARM BUREAU LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA
EQUITRUST LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA
(HEREINAFTER REFERRED TO AS THE “CEDING COMPANY”)
and
RGA REINSURANCE COMPANY, ST. LOUIS, MISSOURI, USA
(HEREINAFTER REFERRED TO AS THE “REINSURER”)
THIS AGREEMENT IS EFFECTIVE APRIL 1, 2005
(HEREINAFTER REFERRED TO AS THE “EFFECTIVE DATE”)
TABLE OF CONTENTS
ARTICLE |
TITLE |
PAGE | ||
I |
PARTIES TO THE AGREEMENT |
3 | ||
II |
COMMENCEMENT, TERMINATION AND CONTINUANCE OF REINSURANCE |
3 | ||
III |
SCOPE |
4 | ||
IV |
COVERAGE |
5 | ||
V |
LIABILITY |
6 | ||
VI |
RETENTION AND RECAPTURE |
6 | ||
VII |
REINSURANCE PREMIUMS AND ALLOWANCES |
6 | ||
VIII |
RESERVES |
7 | ||
IX |
TERMINATIONS AND REDUCTIONS |
7 | ||
X |
POLICY ALTERATIONS |
7 | ||
XI |
POLICY ADMINISTRATION AND PREMIUM ACCOUNTING |
8 | ||
XII |
CLAMS |
9 | ||
XIII |
ARBITRATION |
11 | ||
XIV |
INSOLVENCY |
12 | ||
XV |
OFFSET |
12 | ||
XVI |
RIGHT TO INSPECT |
12 | ||
XVII |
UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS |
12 | ||
XVIII |
CHOICE OF LAW AND FORUM |
13 | ||
XIX |
ALTERATIONS TO THE AGREEMENT |
13 | ||
XX |
EXECUTION OF THE AGREEMENT |
14 | ||
SCHEDULES | ||||
I |
REINSURANCE SPECIFICATIONS |
15 | ||
II |
RETENTION |
18 | ||
III |
BUSINESS COVERED |
19 | ||
IV |
REINSURANCE PREMIUMS |
20 | ||
V |
LIMITS |
24 | ||
VI |
SAMPLE STATEMENT SPECIFICATIONS |
25 | ||
VII |
SAMPLE POLICY EXHIBIT |
26 | ||
VIII |
DEFINITIONS |
27 | ||
IX |
LIVING BENEFIT RIDER SPECIFICATIONS |
30 |
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ARTICLE I - PARTIES TO THE AGREEMENT
Reinsurance required by the Ceding Company will be assumed 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, policy owner, 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 II. 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 V.
4. | BASIS OF REINSURANCE |
Plans of insurance listed in Schedule III will be reinsured on the basis described in Schedule I, using the rates given in the Rate Schedule as shown in Schedule IV.
5. | REINSURANCE ALLOWANCES |
The Reinsurer will pay to the Ceding Company the reinsurance allowance, if any, as shown in Schedule IV. 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 IV.
7. | POLICY FEES |
Policy fees, if any, are as shown in Schedule IV.
8. | TAXES |
Taxes, if any, are as 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 IV.
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 as shown in Schedule II; and
2. | PLANS AND RIDERS |
The basic plan or supplementary benefit, if any, is shown in Schedule III; 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 V; 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 one hundred twenty (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 one hundred twenty (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 one hundred twenty (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.
5
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 II, 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. |
ARTICLE VII - REINSURANCE PREMIUMS AND ALLOWANCES
1. | LIFE REINSURANCE |
Premiums for life and supplemental benefit reinsurance will be as shown in Schedule IV.
2. | SUBSTANDARD PREMIUMS |
Premiums will be increased by any Flat Extra Premium as shown in Schedule IV, charged the insured on the face amount initially reinsured. Premiums will be increased by any substandard premium as shown in Schedule IV, 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 IV.
4. | SUPPLEMENTAL BENEFITS |
The Reinsurer will receive a proportionate share of any premiums for additional benefits as shown in Schedule IV. 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.
6
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. |
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 procedures 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 INSURANCE |
If the Original Policy lapses and extended term insurance is elected under the terms of the policy, reinsurance will continue on the same basis as under the Original Policy until the expiry of the extended term period. If the Original Policy lapses and reduced paid-up insurance is elected under the terms of the policy, the amount reinsured and the amount retained will be reduced proportionately. 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, or |
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 commissions in the first year, that the Ceding Company would have paid in the absence of the Original Policy. |
7
ARTICLE X - POLICY ALTERATIONS (CONTINUED)
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 IV.
Note: | An original date policy reissue will not be treated as an exchange or conversion 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. |
Note: | Re-entry, e.g. wholesale replacement and similar programs are not covered under this Article. If Re-entry is applicable to this Agreement, then it will be covered in Schedule IV. |
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 VI and Schedule VII.
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.
8
ARTICLE XI - POLICY ADMINISTRATION AND PREMIUM ACCOUNTING (CONTINUED)
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 (5%), unless the debtor is not responsible for the delay in payment.
ARTICLE XII - CLAIMS
1. | COVERAGE |
Claims covered under this Agreement are for the plans and any additional benefits specified in Schedule III.
2. | NOTICE |
The Ceding Company will promptly notify the Reinsurer after it receives a claim on a policy reinsured under this Agreement.
3. | PROOFS |
The Ceding Company will promptly provide the Reinsurer with proper claim proofs, which are a copy of the proof of payment by the Ceding Company, a copy of the insured’s death certificate and a copy of the claimant’s statement. In addition, for contestable claims, the Ceding Company will send to the Reinsurer a copy of all documents in connection with the claim. The Reinsurer may request, and the Ceding Company will send, documents on any claim reinsured under this Agreement.
4. | AMOUNT AND PAYMENT OF REINSURANCE BENEFITS |
As soon as the Reinsurer receives proper claim notice and proper claim proofs, the Reinsurer will promptly pay its share of all payable claims eligible for coverage under this Agreement.
The maximum reinsurance death benefit payable to the Ceding Company under this Agreement is the risk amount specifically reinsured with the Reinsurer. The Reinsurer will also pay its proportionate share of the interest on the death proceeds through the date of settlement that the Ceding Company is required to pay, either by law or under the terms of the policy.
Life benefit payments will be made in a single sum, regardless of the Ceding Company’s settlement options.
9
ARTICLE XII - CLAIMS (CONTINUED)
5. | CONTESTED CLAIMS |
The Ceding Company will promptly notify the Reinsurer of its intention to contest, deny, compromise or litigate a claim involving a reinsured policy. 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 claim investigation fees paid to a third party, except as specified below.
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. The Reinsurer will also pay its proportionate share of covered expenses incurred to the date it notifies the Ceding Company it declines to be a party.
6. | CLAIM EXPENSES |
The Reinsurer will pay its share of reasonable claim investigation and legal expenses connected with the litigation or settlement of claims payable under this Agreement unless the Reinsurer has discharged its liability pursuant to Item 5. above. If the Reinsurer has so discharged its liability, the Reinsurer will not participate in any expenses incurred thereafter.
The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses, including but not limited to the Ceding Company’s home office expenses, compensation of salaried officers and employees, and any legal expenses other than third party expenses incurred by the Ceding Company. Claim investigation expenses do not include expenses incurred by the Ceding Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits.
7. | MISREPRESENTATION OR SUICIDE |
If the Ceding Company returns premium to the policy owner or beneficiary as a result of fraud or misrepresentation within the policy contestable period or suicide of the insured, the Reinsurer will refund net reinsurance premiums received on that policy without interest to the Ceding Company in lieu of any other form of reinsurance benefit payable under this Agreement.
8. | MISSTATEMENT OF AGE OR GENDER |
In the event of a change in the amount of the Ceding Company’s liability on a reinsured policy due to a misstatement of age or gender, the Reinsurer’s liability will change proportionately. The face amount of the reinsured policy will be adjusted from the inception of the policy, and any difference will be settled without interest.
9. | EXTRA CONTRACTUAL DAMAGES |
The Reinsurer shall not be liable for any Extra Contractual Obligations awarded against the Ceding Company as a result of any act, omission or course of conduct committed solely by the Ceding Company, its agents or representatives in connection with claims under this Agreement, nor for any legal fees or expenses incurred in defense of such claims.
The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law, to share proportionately in punitive and compensatory damages. Such circumstances are difficult to define in advance, but would generally be those situations in which Reinsurer was an active party and, in advance and in writing, recommended, consented to, or ratified the act or course of conduct of the Ceding Company that ultimately resulted in the assessment of the extra-contractual damages. In such situations, Reinsurer and the Ceding Company will share such damages so assessed, in equitable proportions.
10
ARTICLE XIII - ARBITRATION
1. | GENERAL |
The parties agree to act in all things with the highest good faith. However, if the parties cannot mutually resolve a dispute or claim, which arises out of, or in connection with this Agreement, including formation and validity, and whether arising during, or after the period of this Agreement, the dispute or claim will be referred to an arbitration tribunal (a group of three arbitrators), and settled through arbitration.
The arbitrators will be individuals, other than from the contracting companies, including those who have retired, with more than ten (10) years insurance or reinsurance experience within the industry.
The arbitrators will base their decision on the terms and conditions of this Agreement plus, as necessary, on the customs and practices of the insurance and reinsurance industry rather than solely on a strict interpretation of the applicable law; there will be no appeal from their decision, and any court having jurisdiction of the subject matter, and the parties, may reduce that decision to judgment.
2. | NOTICE |
To initiate arbitration, either party will notify the other party by certified mail of its desire to arbitrate, stating the nature of the dispute and the remedy sought. The party to which the notice is sent, will respond to the notification in writing, within ten (10) days of its receipt.
3. | PROCEDURE |
Each of the two parties will appoint one arbitrator, and these two arbitrators will select the third arbitrator. Upon the selection of the third arbitrator, the arbitration tribunal will be constituted, and the third arbitrator will act as chairman of the tribunal.
If either party fails to appoint an arbitrator within sixty (60) days after the other party has given notice of appointing an arbitrator, then the arbitration association, as shown in Schedule I, will appoint an arbitrator for the party that has failed to do so.
The party that has failed to appoint an arbitrator will be responsible for all expenses levied by the arbitration association, for such appointment. Should the two arbitrators be unable to agree on the choice of the third arbitrator, then the appointment of this arbitrator is left to the arbitration association. Such expense shall be borne equally by each party to this Agreement.
The tribunal may in its sole discretion make orders and directions as it considers to be necessary for the final determination of the matters in dispute. Such orders and directions may be necessary with regard to pleadings, discovery, inspection of documents, examination of witnesses and any other matters relating to the conduct of the arbitration. The tribunal will have the widest discretion permissible under the law, and practice of the place of arbitration, when making such orders or directions.
4. | 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.
5. | PLACE OF ARBITRATION |
The place of arbitration is as shown in Schedule I.
6. | ARBITRATION SETTLEMENT |
The award of the tribunal, will be in writing, and binding upon the consenting parties.
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ARTICLE XIV - INSOLVENCY
In the event of the insolvency of the Ceding Company, this reinsurance shall be payable directly to the Ceding Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the reinsurers of the pendency of a claim against the Ceding Company indicating the policy or bond reinsurance which claim would involve a possible liability on the part of the reinsurers within a reasonable time after that claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of that claim the reinsurers may investigate that claim and interpose, at their own expense, in the proceeding where that claim is to be adjudicated any defense(s) they may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. This expense incurred by the reinsurers shall be chargeable, subject to approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the reinsurers.
1. | Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to that claim, the expense will be apportioned in accordance with the terms of the Agreement as though that expense had been incurred by the Ceding Company. |
2. | This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim. |
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.
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 (2) weeks in advance and even in urgent cases at least forty-eight (48) 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.
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ARTICLE XVIII - 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.
ARTICLE XIX - ALTERATIONS TO THE AGREEMENT
This 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,
FARM BUREAU LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA
EQUITRUST LIFE INSURANCE COMPANY, WEST DES MOINES, IOWA, USA
AND
RGA REINSURANCE COMPANY, ST. LOUIS, MISSOURI, USA
HAVE BY THEIR RESPECTIVE OFFICERS EXECUTED AND DELIVERED THIS AGREEMENT IN TRIPLICATE ON THE DATES INDICATED BELOW:
FARM BUREAU LIFE INSURANCE COMPANY | ||||||||
BY: | /s/ Illegible | BY: |
/s/ Illegible | |||||
TITLE: |
Illegible | TITLE: |
LPDP V.P. | |||||
DATE: |
8/10/05 | DATE: |
August 10, 2005 | |||||
EQUITRUST LIFE INSURANCE COMPANY | ||||||||
BY: | /s/ Illegible | BY: |
/s/ Illegible | |||||
TITLE: |
Illegible | TITLE: |
LPDP V.P. | |||||
DATE: |
8/10/05 | DATE: |
August 10, 2005 | |||||
RGA REINSURANCE COMPANY | ||||||||
BY: | /s/ Illegible | |||||||
TITLE: |
VICE PRESIDENT | |||||||
DATE: |
8/5/05 |
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