2570-00-00
AUTOMATIC AND FACULTATIVE YRT REINSURANCE AGREEMENT
BETWEEN
THE UNION CENTRAL LIFE INSURANCE COMPANY
(HEREINAFTER CALLED THE "CEDING COMPANY")
Cincinnati, Ohio, USA
and
RGA REINSURANCE COMPANY
(HEREINAFTER CALLED THE "REINSURER")
ST. LOUIS, MISSOURI, USA
THIS AGREEMENT IS EFFECTIVE January 1, 1996
(000)0000-00-00
01 /25/00
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 CLAIMS. . . . . . . . . . . . . . . . . . . . . 9
XIII ARBITRATION . . . . . . . . . . . . . . . . . .10
XIV INSOLVENCY. . . . . . . . . . . . . . . . . . .11
XV RIGHT TO INSPECT. . . . . . . . . . . . . . . .12
XVI UNINTENTIONAL ERRORS, MISUNDERSTANDINGS
OR OMISSIONS . . . . . . . . . . . . . . . .12
XVII CHOICE OF LAW, FORUM AND LANGUAGE . . . . . . .12
XVIII ALTERATIONS TO THE AGREEMENT. . . . . . . . . .12
XIX EXECUTION OF THE AGREEMENT. . . . . . . . . . .13
SCHEDULES
I REINSURANCE SPECIFICATIONS. . . . . . . . . . .14
II RETENTION . . . . . . . . . . . . . . . . . . .18
III BUSINESS COVERED. . . . . . . . . . . . . . . .19
IV REINSURANCE PREMIUMS. . . . . . . . . . . . . .20
V LIMITS. . . . . . . . . . . . . . . . . . . . .26
VI SAMPLE STATEMENT SPECIFICATIONS . . . . . . . .28
VII SAMPLE POLICY EXHIBIT . . . . . . . . . . . . .29
VIII DEFINITIONS . . . . . . . . . . . . . . . . . .30
(000)0000-00-00 2
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,
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 indefmite 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.
i 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.
l0. 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 I; and i
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. i
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. i
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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.
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 or
substandard premium as shown in Schedule I, charged the
insured on the face amount initially 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.
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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 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 Reinsures as long as the
policy is reinstated in accordance with the terms and rules of
the Ceding Company. Any policy originally reinsured with the
Reinsures 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 Reinsures before
it is reinstated. The Ceding Company will pay the Reinsures its
share of amounts collected or charged for the reinstatement of
such policies.
2. EXTENDED TERM AND REDUCED PAID-UP ADDITIONS
Changes as a result of extended term or reduced paid-up
insurance will be handled like reductions.
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.
7 01/25/00
ARTICLE X - POLICY ALTERATIONS (CONTINUED)
EXCHANGES OR CONVERSIONS, (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 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.
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.
i
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.
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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 Agreement, 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. OFFSET
Any amounts due, by either of the parties to this Agreement,
whether they arise out of this Agreement, or out of any other
reinsurance relationship between the parties, may be offset
against the claims of the other party. This right will continue
to exist after the termination of this Agreement, or of any
business relationship between the parties.
7. 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.
ARTICLE XII - CLAIMS
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 recommendation 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.
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ARTICLE XII - CLAIMS (CONTINUED)
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
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. Extra contractual damages, including punitive damages
and exemplary damages; or
a
d. Expenses incurred in connection with a dispute or
contest arising out of conflicting or any other claims
of entitlement to policy proceeds or benefits.
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 at
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
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(000)0000-00-00
ARTICLE XIII - ARBITRATION (CONTINUED)
PROCEDURE (CONTINUED)
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 equal 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.
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.
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.
Any debts or credits, matured or unrnatured, 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.
11 01/25/00
ARTICLE XV - 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 XVI - 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 XVII - 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 XVIII - 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.
12 01/25/00
ARTICLE XIX - EXECUTION OF THE AGREEMENT
IN WITNESS OF THE ABOVE,
THE UNION CENTRAL LIFE INSURANCE COMPANY
OF
Cincinnati, Ohio, USA
AND
RGA REINSURANCE COMPANY
OF
ST. LOUIS, MISSOURI, USA
HAVE BY THEIR RESPECTIVE OFFICERS EXECUTED AND DELIVERED THIS
AGREEMENT IN DUPLICATE ON THE DATES INDICATED BELOW:
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: /s/ Xxx X. Xxxxxxxx By: /s/ Xxx X. XxXxxxxx
Title: 2nd Vice President & Actuary Title: 2nd Vice President
Date: 10/26/00 Date: 10/26/00
BY: Xxxxxxx X. Xxxxxxx
TITLE: Vice President
DATE: 1/27/2000
13 01/25/00
