CONTINGENT REINSURANCE AGREEMENT
THIS CONTINGENT REINSURANCE AGREEMENT (the "Agreement") is made as of January 1,
2003 between METLIFE INVESTORS INSURANCE COMPANY ("MetLife Investors") 00
Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, a Missouri insurance corporation, and
GENERAL AMERICAN LIFE INSURANCE COMPANY ("General American") 000 Xxxxxx Xxxxxx,
Xx. Xxxxx, XX 00000, a Missouri life insurance corporation.
THE BACKGROUND of this Agreement is that MetLife Investors desires to cede to
General American on a contingent assumption basis its inforce and prospective
life Insurance policies, fixed and variable annuity contracts and any other
insurance coverages that MetLife Investors may issue (together, the
"Contracts"), with an indemnity reinsurance cut-through feature for any
unassumed Contracts, and that General American wishes to accept such contingent
reinsurance cession in accordance with the terms and conditions as set forth
herein.
NOW, THEREFORE, in consideration of the promises set forth in this Agreement,
the parties agree as follows:
ARTICLE I SCOPE OF AGREEMENT
MetLife Investors shall cede and General American shall accept, on a contingent
assumption reinsurance basis, all of MetLife Investors liabilities on Contracts
inforce during the term of this Agreement in the circumstances specified herein.
ARTICLE II TERM OF AGREEMENT
1. General American's contingent liability with respect to the automatic
assumption of the MetLife Investors direct Contract liabilities, as provided
herein, shall begin as of the effective date hereof but, in no case, shall it
begin before that of MetLife Investors and shall continue until the termination
of the assumed direct Contract liability and thereafter until terminated in
accordance with the provisions hereof.
2. Either party may terminate this Agreement as to future Contracts at any time
provided that the terminating party shall have given the other party thirty (30)
days prior written notice. The termination of the Agreement as to new Contracts
shall not affect any existing inforce Contracts that shall continue to be
covered by the terms and conditions of this Agreement until their normal
termination or expiry, except as may otherwise be provided herein.
3. Notwithstanding the foregoing provisions; General American may, prior to the
occurrence of an assumption contingency, as herein defined, terminate this
Agreement as to all inforce and future Contracts upon thirty (30) days' prior
written notice to MetLife Investors in the event that (1) MetLife Investors
attains a stand-alone Xxxxx'x Investors Service rating, without giving effect to
this Agreement, that is the same as or better than its rating from such agency
with such effect or (2) there is transfer of control of MetLife Investors or
MetLife Investors conveys its entire block of business to an acquirer (i)
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having a rating from Xxxxx'x Investors Service that is at least equal to the
lower of (a) General American's then current rating from such agency or (b)
MetLife Investors' then current rating after giving effect to this Agreement
from such agency; or (ii) such that, after giving effect to the transaction,
MetLife Investors attains a Xxxxx'x Investors Service rating that is the same as
or better than its then current rating from such agency after giving effect to
this Agreement.
ARTICLE III PREMIUMS
1. As a condition precedent to the effectuation of a contingent assumption;
MetLife Investors shall pay to General American a ceded reinsurance premium in
an amount equal to the then current statutory reserve amounts on the date of the
assumption and the amount of any future premiums received by MetLife Investors.
2. General American shall not pay a ceding commission in the event of a
contingent assumption as provided herein but shall reimburse MetLife Investors
for its share of any premium taxes on premiums received by MetLife Investors.
ARTICLE IV PROCEDURES
1. MetLife Investors shall, from time to time, provide to General American all
underwriting and other information that General American may reasonably request
with respect to inforce Contracts that are subject to contingent assumption as
provided herein. MetLife Investors shall not add new lines of business or
substantially change its forms, rates and rules that apply to Contracts without
prior notice to General American.
2. General American will follow the fortunes of MetLife Investors and will abide
by MetLife Investors' decisions, including compromises, with respect to the
MetLife Investors administration of the Contracts prior to the date of their
assumption as provided herein.
ARTICLE V RECAPTURE
Upon General American's contingent assumption of direct Contract liabilities as
provided herein, MetLife Investors shall have no right of recapture.
ARTICLE VI ARBITRATION
1. All disputes and differences between the parties will be decided by
arbitration, regardless of the insolvency of either party, unless the
liquidator, receiver or statutory successor is specifically exempted from an
arbitration proceeding by applicable law.
2. Either party may initiate arbitration by providing written notification to
the other party that sets forth (a) a brief statement of the issue(s); (b) the
failure of the parties to reach agreement; and (c) the date of the demand for
arbitration.
3. The arbitration panel shall consist of three arbitrators who must be
impartial and each of whom must, at that time, either be accredited as an
arbitrator by XXXXX-US or be
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an active or former officer of a life insurance or reinsurance company other
than the parties or their affiliates.
4. Each party shall select an arbitrator within thirty (30) 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 (10) days, the arbitrator will appoint an arbitrator on its
behalf. The two (2) arbitrators shall select the third arbitrator, who must also
be, at that time, accredited by XXXXX-US as an Umpire, within thirty (30) 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, the
Umpire Selection Procedures of XXXXX-US, as in force at that time, shall be used
to select the third arbitrator.
5. The arbitrators shall interpret this Agreement as an honorable engagement
rather than merely as a legal obligation and shall consider equitable
principles as well as industry custom and practice regarding the applicable
insurance and reinsurance business. The arbitrators are released from judicial
formalities and shall not be bound by strict rules of procedure and evidence.
6. The arbitrators shall determine all arbitration schedules and procedural
rules and may, in their discretion, use applicable XXXXX-US forms and
procedures. Organizational and other meetings will be held in New York, NY,
unless the arbitrators shall otherwise provide. The arbitrators shall decide all
matters by majority vote.
7. The decisions of the arbitrators shall be final and binding on both parties.
The arbitrators may, in their discretion, award costs and expenses, as they,
deem appropriate, including but not limited to legal fees and interest. Judgment
may be entered upon the final decisions of the arbitrators in any court of
competent jurisdiction. The arbitrators may not award any exemplary or punitive
damages.
8. Unless the arbitrators shall provide otherwise, each party will be
responsible for (a) all fees and expenses charged by its respective counsel,
accountants, actuaries and other representatives in connection with the
arbitration and (b) one-half of the expenses of the arbitration, including the
fees of the arbitrators.
ARTICLE VII NOTICES
Notices. All notices and other communications by one party under this Agreement
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must be in writing and will be deemed effective upon delivery to the other party
at the address set forth below
(a) If to General American;
Controller
GENERAL American Life Insurance Company
000 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
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With a copy to:
Controller
Metropolitan Life Insurance Company
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
(b) If to MetLife Investors:
Controller
MetLife Investors Insurance Company
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
or such other address as a party may designate in writing as to its own address;
provided, however, that any notice of change of address shall be effective only
upon receipt.
ARTICLE VIII CONTINGENT ASSUMPTION
1. An assumption contingency (an "Assumption Contingency") shall mean, the
existence of any one of the following conditions:
(a) The total statutory capital and surplus of MetLife Investors falls
below ten million dollars ($10,000,000);
(b) The total amount of MetLife Investors statutory capital and surplus is
insufficient to maintain a total adjusted capital of MetLife Investors at a
level not less than one hundred eighty percent (180%) of the company action
level RBC of MetLife Investors; provided that "total adjusted capital" and
"company action level RBC" shall be as defined in the Risk-Based Capital
(RBC) for Insurers Model Act adopted by the National Association of
Insurance Commissioners; or
(c) MetLife Investors shall be adjudged Insolvent; placed in any form of
insolvency proceedings, including proceedings leading to the adoption of a
plan of rehabilitation; control of the business and affairs of MetLife
Investors has been assumed by regulatory authority; or an application has
been made for the liquidation of MetLife Investors.
2. In order to provide additional financial support for MetLife Investors,
General American will, in the event of the occurrence of an Assumption
Contingency, issue a Contingent Assumption Certificate, in the form attached
hereto as Attachment A (the "Assumption Certificate") to each holder of a
Contract.
3. If, because of the occurrence of an Assumption Contingency, General American
shall, thereafter, become liable with respect to a Contract pursuant to a
Certificate, General American shall, as provided in this Agreement.
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(a) Be substituted, on the same Contract terms and conditions, as MetLife
Investors as provided herein;
(b) Benefit pro-rata in any Contract salvage or subrogation;
(c) Be automatically subrogated to all MetLife Investors' Contract rights;
and
(d) Be completely discharged from its obligation to make any payment with
respect to the Contract to MetLife Investors pursuant to the terms of this
Agreement.
4. Until a Contract shall have been assumed in accordance with applicable
regulations, General American shall have no obligation to the holder of a
Contract.
5. In the event of the occurrence of an Assumption Contingency, MetLife
Investors and General American shall use their best efforts (1) to obtain
domiciliary state transaction approval of the assumption; (2) to effectuate the
assumption of each inforce Contract in accordance with applicable regulations;
and (3) to obtain the consent of any reinsurer of MetLife Investors Contract
liabilities to accept assignment of its inforce indemnity reinsurance agreement
to General American in substitution for MetLife Investors, as provided herein,
with respect to any assumed Contract liabilities; provided, however, that
MetLife Investors shall hold in trust for the sole use and benefit of General
American any reinsurance recoverables hereunder from reinsurers that shall not
have consented to the requested substitution.
ARTICLE IX CONTINGENT REINSURANCE
1. While the parties intend that, upon the occurrence of an Assumption
Contingency; all MetLife Investors Contracts shall be assumed by General
American as herein provided, the parties recognize that regulatory or other
circumstances may delay or preclude effectuation of the assumption of
particular Contracts.
2. During any period following the occurrence of an Assumption Contingency that
a Contract remains unassumed, as provided in Article VIII, in compliance with
applicable regulatory requirements including domiciliary state regulatory
approval, MetLife Investors shall cede and General American shall accept as
Indemnity reinsurance, all of the liability of MetLife Investors with respect
to any unassumed Contract net of other reinsurance; provided, however, that
MetLife Investors shall assign any reinsurance recoverables due from other
reinsurers to General American and General American shall remit the amounts of
the assigned reinsurance recoverables due from other reinsurers, in accordance
with the provisions of this Article, directly to the holder of a Contract; and
further provided that MetLife Investors shall collect and hold in trust for the
use and benefit of General American any reinsurance recoverables due from any
other reinsurer of a Contract that falls to accept the MetLife Investors
assignment of reinsurance recoverables to General American.
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3. Upon MetLife Investors' approval of a Contract claim, in accordance with
Contract terms and conditions, General American shall be liable, as indemnity
reinsurer, for its share.
4. In order to effectuate the indemnity reinsurance provisions, MetLife
Investors shall report to General American the ceded portion of all premiums
received and claims, including the amounts of any cessions to other reinsurers,
indicating the amounts payable on the claim by MetLife Investors, the date the
payment is due and the amount due from General American and each of the other
reinsurers.
5. When the Contract amount of insurance is increased or decreased because of a
misstatement of age established after the death of the insured or because of an
error regarding the sex of the insured, General American shall share the ceded
increase or decrease in the settlement in the proportion of its liability with
respect to the ceded Contract liability.
6. General American shall participate in ceded Contract claims expenses in
proportion to its share of the ceded claim liability.
7. General American shall bear its proportionate share of any dividends paid and
interest credited on any Contract.
8. In no event shall General American be responsible, hereunder, for the
following categories of expenses or liabilities:
a. Routine investigative or administrative expenses of MetLife Investors;
or
b. Compensation of employees or other internal expenses of MetLife
Investors.
9. MetLife Investors shall not be entitled to recapture any cessions hereunder
except as may be incident to the effectuation of a contingent assumption in
accordance with Article VIII herein.
10. Upon and following the occurrence of an Assumption Contingency:
(a) In the event that MetLife Investors shall be impaired or insolvent, the
reinsurance recoverable hereunder shall be payable by General American directly
to MetLife Investors or to its receiver on the basis of the Contract liability
of MetLife Investors without diminution because of such impairment or
insolvency, except as stipulated in any Contingent Reinsurance Certificate
issued as provided herein.
(b) In any such event, the liquidator of MetLife Investors shall give General
American written notice of the pendency of each reinsured claim against MetLife
Investors within a reasonable time after each such claim is filed in the
liquidation proceeding.
(c) During the pendency of any such reinsured claim, General American may, at
its own expense, Investigate such claim and interpose in the proceeding in which
such
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claim is to be adjudicated, any defense or defenses that General American may
reasonably deem available to MetLife Investors or its liquidator. The expense
incurred in connection therewith by General American shall be chargeable,
subject to court approval, against MetLife Investors as part of the expenses of
such liquidation to the extent of any benefit that accrues to MetLife Investors
solely as a result of the defense or defenses undertaken by General American.
11. Upon and following the occurrence of an Assumption Contingency:
(a) The parties shall make a joint election, in accordance with Treas. Reg.
1.848-2(g)(8) (the "Regulation"), issued December 28, 1992, under Section 848
of the Internal Revenue Code of 1986 (the "Code"), and:
(1) The party with the net positive consideration under this Agreement
shall capitalize specified policy acquisition expenses, with respect to
this Agreement, without regard to the general deductions limitations of
Section 848(c)(1) of the Code;
(2) the election shall take effect as of the date of this Agreement and
shall remain in effect for all subsequent years that this Agreement remains
in effect; and
(3) each party shall attach a schedule to its federal income tax return for
its first taxable year ending after the election becomes effective that
identifies the agreements (including this Agreement) for which joint
elections have been made under the Regulation.
(b) Pursuant to this joint election:
(1) each party shall exchange information pertaining to the amount of net
consideration under this Agreement to assure consistency or as may
otherwise be required by the Internal Revenue Service;
(2) MetLife Investors shall submit its calculation of the "net
consideration" as defined under Treas. Reg. 1.848-2(f) to General American
not later than May 1st for each and every tax year for which this Agreement
is in effect;
(3) General American may challenge such calculation within ten (10) working
days of receipt of the MetLife Investors calculation; and
(4) the parties will act in good faith to reach agreement as to the correct
amount of net consideration whenever there is disagreement as to the
amount of net consideration as determined under Treas. Reg. 1.848-2(f).
(c) Each party, respectively, represents and warrants that it is subject to
U. S. taxation under Subchapter L of Chapter 1 of the Code or Subpart F of Part
III of Subchapter N of Chapter 1 of the Code.
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12. Upon and following the occurrence of an Assumption Contingency, General
American shall issue a Contingent Reinsurance Certificate, in the form attached
hereto as Attachment B (the "Reinsurance Certificate"), to the holder of each
Contract that General American has not assumed in accordance with Article VIII
herein and General American shall, to the extent of its liability thereunder,
(a) Benefit pro-rata in any salvage or subrogation with respect to the
payment of reinsurance proceeds to MetLife Investors;
(b) Be automatically subrogated to all of MetLife Investors' rights under
such Reinsurance Certificate; and
(c) Be completely discharged from its obligation to make any payment to
MetLife Investors under this Agreement.
ARTICLE X GENERAL CONDITIONS
Parties. This Agreement is entered into by and between MetLife Investors and
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General American and no third party shall have any right of any kind hereunder;
provided, however, that any holder of a Contract shall have standing to seek
judicial enforcement of the protections stipulated in an Assumption Certificate
or a Reinsurance Certificate.
Entire Agreement and Amendment. This Agreement supersedes all prior discussions
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and agreements between the parties and constitutes their sole and entire
agreement with respect to the subject matter hereof and there are no
understandings between the parties other than as expressed herein with respect
to the cession. This Agreement may be amended only by written agreement of the
parties. Any change in or modification of this Agreement shall be null and void
unless made by written amendment to the Agreement and signed by both parties.
Errors and Omissions. Any inadvertent errors or omissions on the part of one
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party occurring in connection with this Agreement or any transaction hereunder
shall not relieve the other party from any liability to the first party that
would have otherwise attached had such error or omission not occurred, provided
that such error or omission is rectified as soon as practicable after discovery
Choice of Law, Forum and Consent to Service. This Agreement is subject to and is
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to be interpreted in accordance with the laws of the State of Missouri without
regard to the Missouri choice of law rules. While the parties contemplate that
all disputes will be decided through arbitration, as provided herein, in the
event of any legal proceedings, the parties shall submit to the exclusive
jurisdiction of the courts of the State of Missouri and the United States
located in the City of St. Louis and shall abide by the final decision of such
courts.
Binding Effect and Assignment. This Agreement shall be binding upon and inure to
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the benefit of the parties hereto and their respective successors and permitted
assigns; provided, however, that neither party may assign this Agreement or any
of its duties under this Agreement without the prior written consent of the
other party.
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Severability. In the event that any provision or term of this Agreement shall be
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held to be invalid, illegal or unenforceable, all of the other terms and
provisions shall remain in full force and effect to the extent that their
continuance is practicable and consistent with the original intent of the
parties. In addition, if terms or provisions are held invalid, illegal or
unenforceable, the parties will attempt in good faith to renegotiate the
Agreement to carry out its original intent.
Survival. All of the provisions of this Agreement, to the extent necessary to
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carryout the purposes of this Agreement or to ascertain and enforce the parties'
rights hereunder, shall survive the termination of this Agreement.
Offset. All moneys due either party under this Agreement shall be offset against
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each other, dollar for dollar, regardless of any insolvency of either party.
Currency. All payments hereunder shall be denominated in United States dollars.
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Settlements. The parties shall settle indemnity reinsurance balances quarterly,
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MetLife Investors shall report balances due to and from General American not
more than sixty (60) days after the end of each quarter. Net amounts due to
General American shall be payable not more than seventy-five (75) days after the
end of each quarter. Net amounts due to MetLife Investors shall be payable
fifteen (15) days after General American's receipt of the report with respect to
the quarter then ended. The parties shall effect all settlements through
offsetting balances, electronic funds transfers or as the parties may otherwise
agree in order to carry out the purposes of this Agreement.
Waiver. No waiver by either party of any default by the other party in the
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performance of any promise, term or condition of this Agreement shall be
construed to be a waiver by such party of any other or subsequent default in
performance of the same or any other provision, term or condition of this
Agreement. No prior transactions or dealings between the parties shall be deemed
to establish any custom or usage waiving or modifying any provision hereof. The
failure of either party to enforce any part of this Agreement shall not
constitute a waiver by such party of its right to do so, nor shall it be deemed
to be an act of ratification or consent
Audit. Upon reasonable advance notice, General American may, at a reasonable
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location or locations to be designated by MetLife Investors, audit any and all
books, records, statements, correspondence, reports and other documentation that
relate to the business ceded hereunder. MetLife Investors shall provide a
reasonable workspace during normal business hours for such audit and shall
cooperate with and disclose and produce any and all documentation reasonably
requested by the auditors. General American shall keep all information disclosed
or produced for audit, including all audit reports and analyses, confidential as
provided herein.
Confidentiality. All records and information, including legally protected
---------------
individual privacy information, obtained from or on behalf of MetLife Investors
are confidential and shall not be disclosed by General American; provided,
however, that this obligation of confidentiality shall not apply (a) if and to
the extent that disclosure by General
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American is required by applicable law or any court, government agency or
regulatory authority or by subpoena or discovery request in pending litigation;
(b) if the information is or becomes available from public information (other
than as a result of prior unauthorized disclosure by General American); (c) if
the information is or was received from a third party not known by General
American to be under a confidentiality obligation with regard to such
information; or (d) if the information was in the possession of General American
(having been received on a non-confidential basis) other than by reason of the
business ceded hereunder. In the event that General American becomes legally
compelled to disclose any secret or confidential information, General American
will give prompt written notice of that fact to MetLife Investors so that
MetLife Investors may seek an appropriate remedy to prevent such disclosure;
provided, however, that General American may provide such information to its
reinsurer(s) under similar protective standards.
No Extra-contractual Damages. General American assumes no liability under this
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Agreement for any damages, fines, penalties, costs or expenses, or portion
thereof, levied on or assessed against MetLife Investors by any court or
regulatory body on the basis of negligence, oppression, malice fraud, fault,
wrongdoing or bad faith by MetLife Investors in connection with any claim or for
any other act or omission, unless General American shall have received prior
notice of and shall have concurred prior to the actions taken or not taken by
MetLife Investors that led to the levies or assessments, in which case, General
American shall pay its share of such levy or assessment.
Indemnification. General American and MetLife Investors will indemnify and hold
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each other, its affiliates, directors, officers, employees and all other persons
and entities acting on behalf of or under the control of any of them harmless
from and against any and all claims, including reasonable legal expenses, that
result from any negligent, dishonest, malicious, fraudulent or criminal act or
omission arising out of or related to any incorrect representation, warranty or
obligation of this Agreement or any failure to perform or breach of this
Agreement by the indemnifying party, its directors, officers, employees, other
representatives or any other person or entity acting on behalf of or under the
control of any of them. In no event shall any party to this Agreement be liable
to the other party for punitive, indirect or consequential damages arising under
this Agreement for any cause whatsoever, whether or not such party has been
advised or could have foreseen the possibility of such damages.
Agents and Intermediaries. All negotiations relative to this Agreement and the
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transactions contemplated hereby, including all communications and payments,
have been and will be carried out by General American and MetLife Investors and
designated agents thereof directly and without the intervention of any person in
such manner as to give rise to any valid claim by another person against General
American or MetLife Investors for a finder's fee, brokerage, commission or
similar payment.
Independent Contractor. The parties shall be deemed to be independent
----------------------
contractors, each with full control over its respective business affairs and
operations. This Agreement shall not be construed as a partnership or joint
venture and neither party hereto shall be liable for any obligations incurred by
the other party except as expressly provided herein.
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Rules of Construction. Each party acknowledges that, in the negotiation and
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drafting of this Agreement, it has been represented by and has relied upon the
advice of counsel of its choice; that its counsel has had a substantial role in
the drafting and negotiation of this Agreement; and, therefore, that the rule of
construction that any ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Agreement.
Counterparts. This Agreement may be signed simultaneously in any number of
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counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the date first above written.
METLIFE INVESTORS INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ illegible
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(ATTACHMENT A)
CONTINGENT ASSUMPTION CERTIFICATE
(the "Certificate")
Attached to and made a part of
METLIFE INVESTORS INSURANCE COMPANY
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
("MetLife Investors")
CONTRACT NO.
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(the "Contract")
THIS CERTIFICATE
is issued on the date indicated herein by
GENERAL AMERICAN LIFE INSURANCE COMPANY
000 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
(the "Reinsurer")
to
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Holder of a Contract
WHEREAS, MetLife Investors desires to provide that, in the event of certain
contingencies as herein specified, the Reinsurer shall assume the Contract
liabilities, as insurer, in substitution for MetLife Investors, upon the terms
and conditions of this Certificate,
NOW, THEREFORE, In consideration of the mutual undertakings of the parties to
the Reinsurance Agreement, the Reinsurer agrees as follows:
1. An assumption contingency (an "Assumption Contingency") shall mean the
existence of any one of the following conditions:
(a) The total statutory capital and surplus of MetLife Investors falls
below ten million dollars ($10,000,000);
(b) The total amount of MetLife Investors statutory capital and surplus is
insufficient to maintain a total adjusted capital of MetLife Investors at a
level not less than one hundred eighty percent (180%) of the company action
level RBC of MetLife Investors; provided that "total adjusted capital" and
"company action level RBC" shall be as defined in the Risk-Based Capital
(RBC) for Insurers Model Act adopted by the National Association of
Insurance Commissioners; or
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(c) MetLife Investors shall be adjudged Insolvent; placed in any form of
Insolvency proceedings, including proceedings leading to the adoption of a
plan of rehabilitation; control of the business and affairs of MetLife
Investors has been assumed by regulatory authority; or an application has
been made for the liquidation of MetLife Investors.
2. On the occurrence of an Assumption Contingency, the Reinsurer shall, subject
to any applicable regulatory requirements, including approval by the Director of
Insurance of the State of Missouri and regulatory approvals and consents
required in the state of residence of a Contract holder, be substituted, on the
same terms and conditions, as an Insurer, in lieu of MetLife Investors and shall
thereafter be directly liable for all Contract liabilities related services.
3. Upon effectuation of an assumption, as provided herein, the holder of a
Contract shall thereafter pay all Insurance premiums as they become due and
payable directly to the Reinsurer, which payment shall, to the extent thereof,
constitute payment of the Insurance premiums pursuant to the Contract.
4. On the occurrence of an Assumption Contingency, the Reinsurer shall:
(a) Be substituted, on the same Contract terms and conditions, in place of
MetLife Investors;
(b) Benefit pro-rata in any Contract salvage or subrogation; and
(c) Be automatically subrogated to all MetLife Investors' Contract rights.
5. The Reinsurer shall not be required, under this Certificate, to pay more than
MetLife Investors would otherwise have paid to the holder of a Contract in the
absence of the Assumption Contingency and, to this end, the Certificate
Incorporates all provisions, terms and conditions of the Contract.
6. This Certificate applies only to the specified Contract.
7. This Certificate may not be amended or terminated for any reason after the
occurrence of an Assumption Contingency without the written agreement of the
holder of a Contract.
8. Neither the Certificate nor any rights or liabilities thereunder may be
assigned without the prior written consent of the Reinsurer.
9. Notwithstanding the foregoing provisions, the Reinsurer may, prior to the
occurrence of an assumption contingency, as herein provided, terminate this
Agreement as to all inforce and future Contracts upon thirty (30) days' prior
written notice to MetLife Investors in the event that (1) MetLife Investors
attains a stand-alone Xxxxx'x Investors Service rating, without giving effect to
this Agreement, that is the same as or better than its rating from such agency
with such effect or (2) there is transfer of control of MetLife Investors or
MetLife Investors conveys its entire block of business to an acquirer (i)
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having a Xxxxx'x Investors Service rating that is at least equal to the lower of
(a) Reinsurer's then current rating from such agency or (b) MetLife Investors'
then current rating after giving effect to this Agreement from such agency; or
(ii) such that, after giving effect to the transaction, MetLife Investors
attains a rating from Xxxxx'x Investors Service that is the same as or better
than its then current rating from such agency after giving effect to this
Agreement.
IN WITNESS WHEREOF, the undersigned Reinsurer has caused this Certificate to be
signed as of , .
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GENERAL AMERICAN LIFE INSURANCE COMPANY
By:
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(ATTACHMENT B)
CONTINGENT REINSURANCE CERTIFICATE
(the "Certificate")
Attached to and made a part of
METLIFE INVESTORS INSURANCE COMPANY
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
("MetLife Investors")
CONTRACT NO.
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(the "Contract")
THIS CERTIFICATE
is issued on the date indicated herein by
GENERAL AMERICAN LIFE INSURANCE COMPANY
000 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
(the "Reinsurer")
to
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Holder of a Contract
WHEREAS, MetLife Investors, having entered into a Contingent Reinsurance
Agreement with the Reinsurer with respect to the referenced Contract
liabilities, the Reinsurer has agreed that, in compliance with applicable
regulatory requirements, including the approval of the Director of Insurance of
the State of Missouri, it will, in accordance with the terms and conditions of
this Certificate, pay directly to the holder all reinsurance proceeds due to
MetLife Investor.
NOW, THEREFORE, in consideration of the mutual undertakings of the parties to
the Contingent Reinsurance Agreement, the Reinsurer agrees as follows:
1. An assumption contingency (an "Assumption Contingency") shall mean the
existence of any one of the following conditions:
(a) The total statutory capital end surplus of MetLife Investors falls
below ten million dollars. ($10,000,000);
(b) The total amount of MetLife Investors statutory capital and surplus is
insufficient to maintain a total adjusted capital of MetLife Investors at a
level, not
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less than one hundred eighty percent (180%) of the company action level RBC
of MetLife Investors; provided that "total adjusted capital" and "company
action level RBC" shall be as defined in the Risk-Based Capital (RBC) for
Insurers Model Act adopted by the National Association of Insurance
Commissioners; or
(c) MetLife Investors shall be adjudged insolvent; placed in any form of
insolvency proceedings, including proceedings leading to the adoption of a
plan of rehabilitation; control of the business and affairs of MetLife
Investors has been assumed by regulatory authority; or an application has
been made for the liquidation of MetLife Investors.
2. On or after the occurrence of an Assumption Contingency, unless the Contract
shall have been otherwise assumed, the Reinsurer shall pay directly to the
holder of the Contract all of the reinsurance recoverables otherwise payable to
MetLife Investors thereon, together with any reinsurance recoverables due from
other reinsurers that MetLife Investors shall have assigned to the Reinsurer.
3. The Reinsurer shall not be required, under this Certificate, to pay more to
the holder of a Contract than the Reinsurer would have been required to pay to
MetLife Investors in the absence of the Assumption Contingency, together with
any amounts of reinsurance recoverables due from other reinsurers that MetLife
Investors shall have assigned to the Reinsurer.
4. This Certificate applies only to the specified Contract.
5. This Certificate may not be amended or terminated for any reason after the
occurrence of an Assumption Contingency without the written agreement of the
holder of a Contract.
6. Neither this Certificate nor any rights or liabilities hereunder may be
assigned without the prior written consent of the Reinsurer.
7. Notwithstanding the foregoing provisions, the Reinsurer may, prior to the
occurrence of an assumption contingency, as herein provided, terminate this
Agreement as to all inforce and future Contracts upon thirty (30) days prior
written notice to MetLife Investors in the event that (1) MetLife Investors
attains a stand-alone Xxxxx'x Investors Service rating, without giving effect to
this Agreement, that is the same as or better than its rating from such agency
with such effect or (2) there is transfer of control of MetLife Investors or
MetLife Investors conveys its entire block of business to an acquirer (i)
having a Xxxxx'x Investors Service rating that is at least equal to the lower of
(a) Reinsurer's then current rating from such agency or (b) MetLife Investors
then current rating after giving effect to this Agreement from such agency; or
(ii) such that, after giving effect to the transaction, MetLife Investors
attains a Xxxxx'x Investors Service rating that is the same as or better than
its then current rating from such agency after giving effect to this Agreement.
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IN WITNESS WHEREOF, the undersigned Reinsurer has caused this Certificate to be
signed as of , .
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GENERAL AMERICAN LIFE INSURANCE COMPANY
By:
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