EXHIBIT (g)
Form of Reinsurance Agreement
Novation to Reinsurance Agreement
WHEREAS, Ameritas Variable Life Insurance Company ("AVLIC") and Generali USA
Life Reassurance Company ("Reinsures"), are patties to a reinsurance agreement
("Reinsurance Agreement"), whereby Reinsurer reinsures AVLIC in accordance with
the terms of the Reinsurance Agreement, which is identified on Exhibit "A",
attached hereto and incorporated herein; and
WHEREAS, AVLIC is merging into its parent, Ameritas Life Insurance Corp.
("Ameritas") with Ameritas as the surviving company and with the closing of the
merger (the "Merger") scheduled to occur after the close of business on April
30, 2007;
It is therefore agreed:
1........Substitution of Party -- The Reinsurance Agreement is amended to
provide for Ameritas to act as the reinsured party in substitution of
AVLIC.
2........Performance of Duties, Assumption of Rights -- Ameritas hereby assumes
and agrees to perform the duties previously performed by AVLIC under
the Reinsurance Agreement and hereby assumes the rights previously
held by AVLIC under the Reinsurance Agreement. Generali USA Life
Reassurance Company hereby accepts Ameritas' agreement and assumption
of such duties and rights and accepts the substitution of Ameritas for
AVLIC under the Reinsurance Agreement.
3........Effective Date -- This Novation shall take effect as of the actual
closing date of the Merger, and such effectiveness is conditioned upon
the closing of the Merger. Ameritas will notify the other parties
hereto of any change in the scheduled closing date and of the actual
closing date.
In witness whereof the parties have signed this instrument. Executed this 3rd
day of May,2007.
Ameritas Variable Life Insurance Company
By. /S/ Xxxxx X. Xxxxxxx
Print: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
Date: May 3, 2007
Ameritas Life Insurance Corp.
By. /S/ Xxxxxx X. Xxxxx
Print: Xxxxxx X. Xxxxx
Title: Vice President and General Counsel
Date: May 3, 2007
Generali USA Life Reassurance Company
By. /S/ Xxxxx X. Xxxxx
Print: Xxxxx X. Xxxxx
Title: SVP
Date: May 10, 2007
EXHIBIT A
Reinsurance
Cedant Reinsurer Agreement Number Effective Date
Ameritas Variable Life Generali USA Life 200601-024 January 1, 2006
Insurance Company Reassurance Company
[GENERALI GROUP Logo] GENERALI USA
Life Reassurance Company
AUTOMATIC YEARLY RENEWABLE TERM
REINSURANCE AGREEMENT
between
AMERITAS VARIABLE INSURANCE COMPANY
Lincoln, Nebraska
and
GENERALI USA LIFE REASSURANCE COMPANY
Kansas City, Missouri
GENERALI GROUP LOGO
TABLE OF CONTENTS
Article I. Automatic Reinsurance ............................................3
Article II. Facultative Reinsurance .........................................4
Article 111. Ceding Company Conditional or Temporary Coverage................5
Article IV. Commencement of Liability .......................................6
Article V. Premium ..........................................................6
Article VI. Administration ..................................................8
Article VII. Increase in Retention & Recapture ..............................8
Article VIII. Reductions, Terminations , Increases & Reinstatements .........9
Article IX. Conversions, Exchanges & Replacements ..........................11
Article X. Claims ..........................................................12
Article XI. Contestable Claims .............................................13
Article XII. Administrative Errors .........................................14
Article XIII. DAC Tax.. .......................................16
Article XIV, Dispute Resolution & Arbitration ..............................16
Article XV. Confidentiality ................................................18
Article XVI. Insolvency ....................................................20
Article XVII. General Reinsurance Provisions ...............................20
Article XVIII. Duration of Agreement .......................................22
Article XIX. General Provisions ............................................22
Schedule A. Treaty Specifications
Schedule B. Plan, Benefit and Rider Information Schedule C. Additional
Detailed Information
Exhibit I. Retention
Exhibit IA. Underwriting Guidelines Exhibit II. Reinsurance
Premiums Exhibit HA. Miscellaneous Premiums Exhibit HD.
Percentages of Premium Exhibit III. Allowances
Exhibit IV. Record Layout
This automatic yearly renewable term reinsurance agreement (the "Agreement") is
an indemnity reinsurance agreement between Ameritas Variable Insurance Company
("the Ceding Company") (XXXX # 00000, XXX: 470657746) and Generali USA Life
Reassurance Company ("Generali USA"; NAIC #: 97071, EIN 00-0000000), The
Agreement shall become effective on the date the last required signature is
affixed (the "Effective Date").
Article I. Automatic Reinsurance
A. Reinsured Policies. Beginning on January 1, 2006, (the "Coverage
Commencement Date") and continuing until this Agreement is terminated,
the Ceding Company will automatically cede to the Generali USA and
Generali USA will reinsure: (w) the specified portion of the life
insurance risk as set forth on Schedule A entitled "Quota Share in Excess
of Retention"; (x) arising under the insurance policies, riders and
supplementary benefits listed in Schedule A (the "Underlying Policies"),
(y) up to the "Automatic Binding Limits" shown in Schedule A and (z) that
meet the following conditions and limitations, such policies meeting all
of these requirements being the "Reinsured Policies".
1. The insured, at the time of the application, must be a permanent
resident of the United States or Canada and such other countries as the
parties may specify in Schedule A.
2. The Ceding Company must keep that portion of an Underlying Policy's
risk specified in Retention Schedule (Exhibit 1) for each life.
Further, the Ceding Company must continue to retain risk on such
insured life until its "NI" amount of "Retention" on the applicant life
has been retained.
3. The Ceding Company has underwritten the Underlying Policy in material
compliance with the underwriting guidelines and polices that have been
adopted by the Ceding Company, and are in use on the Coverage
Commencement Date (for purposes of clarity, the Affiliate has adopted
the guidelines and procedures used by the Ceding Company; hereinafter
referred to as the "Underwriting Guidelines"), excerpts of which are
shown in Exhibit IA. Material changes to the Underwriting Guidelines
must be approved by Generali USA prior to being used to underwrite
Underlying Policies.
4. The total of the new ultimate amount of reinsurance required, including
contractual increases, plus the amount already reinsured on the
applicant life under this Agreement and all other reinsurance
agreements between Generali USA and the Ceding Company, does not exceed
the "Automatic Binding Limits" set out in Schedule A.
5. The amount of life insurance inform in all companies, including any
coverage to be replaced plus the amount currently applied for on the
applicant life in all companies, does not exceed the "Jumbo Limit"
specified in Schedule A.
6. The application is for a life that has not been submitted facultatively
to Generali USA or any other reinsurer within the last three (3) years,
unless the xxxxx for the prior facultative submission was solely for
capacity that may now be accommodated within the terms of this
Agreement
7. The automatic mortality rating on any one life shall not exceed the
"Table Rating" specified in Schedule A, or its equivalent on a flat
extra premium basis. Unless otherwise agreed $2,50 per thousand of face
amount is equal to one table.
Treaty Reference #: 200601-024 3
8. The applicant's age does not exceed the Maximum Automatic Issue Age
specified in Schedule A.
The Ceding Company has not reinsured the amount it has retained on a life
covered under this Agreement, on any basis, without prior notification to
Generali USA.
B. Back Dating. Underlying Polices whose effective dates have been "backdated"
up to a maximum of six months from the Coverage Commencement Date to "save
age", are also eligible to be Reinsured Policies so long as they meet all of
the other conditions. If a lesser time period is specified by applicable
regulatory provisions, such lesser period shall control. The six month
period is all that will be allowed for this Agreement regardless of whether
or not regulatory provisions will allow a longer period. Further, regardless
of any other provision to the contrary, Generali USA's liability for claim
for such backdated Reinsured Policies begins on the Coverage Commencement
Date.
Article II. Facultative Reinsurance
A. The Ceding Company may submit any application for an Underlying Policy to
Generali USA for its consideration on a facultative basis.
1. Application. The Ceding Company may apply for reinsurance on a facultative
basis by sending to Generali USA an "application" for facultative
reinsurance and providing copies of all underwriting documentation and
evidence that is available for risk assessment including, but not limited
to, copies of the application for insurance, medical examiners' reports,
attending physicians' statements, inspection reports, and any other
information bearing on the insurability of the risk. The Ceding Company
must also notify Generali USA of any outstanding underwriting requirements
at the time of the facultative submission. Any subsequent information
received by the Ceding Company that is pertinent to the risk assessment
must be transmitted to Generali USA as soon as possible.
a. The parties may agree in writing from time to time upon the form,
format, media for the information and methods of transmission of the
facultative application and supporting documentation.
2. Response. Upon completing its review of the facultative application
and supporting documentation, Generali USA will promptly inform the
Ceding Company of its decision which will be one of the following.
a. An unconditional offer to accept the facultative application;
b. A conditional offer to accept the facultative application that is
subject to Generali USA being provided specified additional evidence
of insurability. Upon Generali USA's acceptance of the additional
evidence in writing, the conditional offer shall become an
unconditional offer and the Ceding Company shall have one-hundred
twenty (120) days from such date to accept the offer as provided
below.
c. A declination.
a.
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3. Generali USA's conditional or unconditional offers expire at the end of
one hundred twenty (120) days from the date of the offer, unless
otherwise agreed in writing by Generali USA.
4. Acceptance. If the unconditional offer is acceptable to Ceding Company,
it must notify Generali USA in writing of its acceptance of the offer
within the one hundred twenty (120) day offer period.
5. The Ceding Company must advise Generali USA in writing if the application
for facultative reinsurance is not to be placed,with Generali USA. The
acceptance of the facultative offer from another reinsurer by the Ceding
Company automatically terminates Generali USA's facultative offer.
Article III. Ceding Company Conditional or Temporary Coverage.
A. Exclusions, Regardless of any provision to the contrary, the provisions of
Article I Automatic Reinsurance and Article II Facultative Reinsurance do
not apply to and no reinsurance is available under those provisions in a
situation where the Ceding Company provides insurance coverage for an
applicant prior to the issuance and proper delivery of a Reinsured Policy
to the applicant during his or her lifetime.
B. Conditional Coverage. Generali USA will provide the following limited
indemnity reinsurance coverage in an instance where "conditional receipt"
coverage, temporary insurance coverage or other similar coverage is made
available to the Ceding Company's applicant (the "Applicant") prior to the
issuance of a Reinsured Policy during the lifetime of the applicant,
subject to the following conditions.
1. The Ceding Company must (x) provide Generali USA with all relevant forms,
rules, requirements and practices applicable to such coverage (the
"Conditional Rules"), (y) the Conditional Rules are found to be
acceptable to Generali USA, with such approval not being unreasonably
withheld and (z) the Applicant's coverage was provided in accordance with
the Conditional Rules in all material respects.
a. If there are material changes in the Conditional Rules, no coverage
is available under this Article during the period from the date of
such change until the date the Ceding Company has provided Generali
USA with updated copies and Generali USA has agreed that they are
acceptable, with such agreement not being unreasonably withheld.
C. Coverage Limits. Notwithstanding any provision to the contrary, the
reinsurance coverage provided under this Article is strictly limited to the
percentage of Generali USA's participation of the maximum amount stated in
the conditional receipt ($250,000) for any single life regardless of the
number and terms of any conditional receipts, temporary coverage terms,
policy provisions, settlement terms or other similar provisions after the
Ceding Company has retained their maximum retention for the age and rating
applicable to the insured. Conditional receipt form number VUL-ACLIC Rev.
8-01 is used by the Ceding Company.
A.
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Article IV. Commencement of Liability
Except for the limited conditional reinsurance coverage provided pursuant to
Article III, the following will control when Generali USA's liability under this
Agreement will come into existence.
A. Automatic Reinsurance. Subsequent to the Effective Date and if all
other requirements of the Agreement
have been met, Generali USA's liability for a Reinsured Policy that is
issued and in force will commence at the same time as the Ceding
Company's.
B. Facultative Reinsurance. If all other requirements of the Agreement have
been met, Generali USA's liability for risks subject to an unconditional
facultative offer will commence at the same time as the Ceding Company's
liability, provided that (w) the Agreement is in effect, (x) Generali USA
has made an unconditional facultative offer, (y) the offer was accepted
in writing prior to the expiration of the offer, and (z) the resultant
Underlying Policy is issued. Upon satisfaction of these conditions, the
resultant Underlying Policy becomes a Reinsured Policy.
Article V. Premium
A. Premiums. The premium rates and the percentages of those rates, and
allowances for life insurance and other benefits reinsured under this
Agreement are shown in Exhibits E, IIA, lB, and Exhibit Ill respectively.
B. The life insurance rates shown in Exhibit II are guaranteed for one year.
Although Generali USA anticipates continuing to accept reinsurance at
these rates, Generali USA has the right to increase these rates by giving
the Ceding Company at least ninety (90) days advance written notice
stating both the rate increase date and the percentage rate increase. The
percentage rate increase will apply to each policy on the policy
anniversary date following the effective date of the increase. The
increased rates may not exceed the valuation net premium for annually
renewable term insurance calculated using the applicable statutory
mortality table and the maximum statutory interest rate for each year.
In addition, if Generali USA increases the rates, the Ceding Company has
the right (but not the obligation) to recapture, in its entirety, all of
the reinsured business for which Generali USA increases the reinsurance
premiums. Recapture shall be on the next policy anniversary of each
policy. The Ceding Company must notify Generali USA of their intention to
recapture within ninety (90) days of the rate increase. In such
circumstances, Generali USA will refund any unearned premium minus the
amount of any unearned allowances.
The Ceding Company will notify the Generali USA of its intent to increase
rates charged to policyowners based in whole or in part on mortality.
Generali USA may increase its rates on a consistent basis. Any increase
in current reinsurance premium rates will apply as of the date that the
Ceding Company's rate increase becomes effective. If Generali USA
increases rates at another time or an increase is not consistent with the
Ceding Company's increase, the Ceding Company may recapture as described
in the previous paragraph.
C. Payment. Reinsurance premiums for a Reinsured Policy will be paid
annually in advance. The Ceding Company will calculate the amount of
reinsurance premium due for Reinsured
Treaty Reference N: 200601-024 6
Policies for each month, (the Reporting Period) and, within thirty (30) days
after the end of each Reporting Period (the Ceding Company Remittance Date),
will send Generali USA a statement that contains the information shown in
Exhibit IV, showing reinsurance premiums and allowances due for that period.
1. If an amount is due Generali USA, the Ceding Company will remit that amount
together with the statement, 2. If an amount is due the Ceding Company, Generali
USA shall either contest that amount or remit such
amount within thirty (30) days of receipt of the statement (the Generali
USA Remittance Date). If Generali USA contests, the parties will
diligently work to resolve but after fifteen (15) business days that
effort is unsuccessful, they will resolve it by means of the dispute
resolution provisions in Article XIV.
D. Interest. Premium balances that remain unpaid for more than fifteen (15)
days after the Ceding Company Remittance Date or Generali USA Remittance
Date will incur interest from such remittance date until the date paid in
accordance with the provisions of Article XIX. A,
E. Condition Precedent. The payment of reinsurance premiums is a condition
precedent to the liability of Generali USA for reinsurance covered by this
Agreement. In the event that reinsurance premiums are not paid in full
within thirty (30) days of the Ceding Company Remittance Date, Generali USA
will have the right to terminate the reinsurance for all Reinsured Policies
having reinsurance premiums in stream. If Generali USA elects to exercise
its right of termination, it will give the Ceding Company thirty (30) days
prior written notice of its intention. Such notice will be sent by certified
mail.
1. If all reinsurance premiums in arrears, including any that become in
arrears during the notice period, are not paid before the expiration of
the notice period, the Agreement will be terminated and Generali USA will
he relieved of all liability for those policies as of the last date to
which premiums have been fully paid. Subsequently, reinsurance coverage
for all remaining Reinsured Policies will automatically terminate on the
last date to which premiums have been paid.
The right to terminate reinsurance will not prejudice Generali USA's right
to collect premiums for the period during which reinsurance was in force
prior to the termination.
3, Terminated reinsurance may be reinstated, subject to approval by Generali
USA, within fifteen (15) days of the date of termination, and upon payment
of all reinsurance premiums in arrears including any interest accrued
thereon.
a. Generali USA will have no liability for any claims incurred between
the date of termination and the date of the reinstatement of the
reinsurance.
4. The Ceding Company shall not force termination under the provisions of
this Article solely to avoid the provisions regarding recapture in Article
VII, or to transfer the reinsured policies to another reinsurer,
7
Article VI. Administration
This Agreement is "self-administered" meaning that Ceding Company shall have the
responsibility of maintaining adequate records for the administration of the
reinsurance provided pursuant to the Agreement. The Ceding Company will furnish
Generali USA with periodic reports as specified below.
A. Periodic Reporting, The Ceding Company shall provide via electronic media
the information specified in Exhibit IV within thirty (30) days after the
end of every calendar month in a form and format agreed to by the parties
in writing from time to time,
B. Report Modifications, The Ceding Company shall consult with Generali USA
concerning any changes it proposes to implement in the data format or
code structure. Generali USA must approve any changes prior to their use
and such approval shall not be unreasonably withheld.
Article VII. Increase in Retention & Recapture
A. Recapture. The Ceding Company may increase its maximum retention limits
over the maximum retention limits set forth in Exhibit 1 and therefore
"Recapture" a portion of the reinsured risk if the following conditions
have been met.
I. Reinsured Polices are not eligible for Recapture until the end of twenty
(20) years from each such Reinsured Policy's effective date.
2. The Ceding Company must give Generali USA ninety (90) days written
notice prior to its intended date of the commencement of recapture.
3. The Recapture must occur in conjunction with an increase in the Ceding
Company's maximum amount on its schedule of retention. For a Reinsured
Policy, if the Ceding Company has maintained its maximum retention for
the plan of insurance and the insured's issue age, sex, and mortality
classification, it may apply its increased retention limits to that
Reinsured Policy to reduce the amount of reinsurance in force.
4. The reduction of reinsurance on affected policies will become effective
on the policy anniversary date immediately following the notice of
election to recapture.
If any reinsured policy is recaptured in accordance with this Article,
all similarly situated Reinsured Policies eligible for recapture under
the provisions of this Article must be recaptured up to the Ceding
Company's new maximum retention limits. Such recapture must be done in a
consistent manner and the Ceding Company must increase its total amount
of insurance on each reinsured life that is eligible. The Ceding Company
may not revoke its election to recapture for policies becoming eligible
at future anniversaries.
6. If this Agreement utilizes a "quota share" method of allocating the
reinsured risk and the Ceding Company recaptures a portion of the
reinsured risk, it must apply the same percentage ceded to each
reinsurer when determining the amount to be recaptured.
8
B. Additional Conditions.
1. If portions of the reinsured policy have been ceded to more than one
reinsurer, the Ceding Company must allocate the reduction in
reinsurance so that the amount reinsured by each reinsurer after the
reduction is proportionately the same as if the new maximum dollar
retention limits had been in effect at the time of issue.
2. If there is a reinsured waiver of premium claim in effect when
recapture takes place, the Ceding Company will continue to pay the
reinsurance premium and Generali USA will reimburse its share of the
waiver claim until it terminates. Generali USA will not be liable for
any other benefits, including the basic life risks that are eligible
for recapture. All such eligible benefits will be recaptured as if
there were no waiver claim in effect.
3. After the effective date of recapture, Generals USA will not be liable
for any Reinsured Policies or portions of such Reinsured Policies
eligible for recapture that the Ceding Company has overlooked. This
circumstance will not be considered an Error as defined in, nor
eligible for treatment pursuant to Article XII.
4. No recapture will be permitted if the Ceding Company has either
obtained or increased stop loss reinsurance coverage as the rationale
for the Increase in retention limits.
S. If the retained percentage for new business is increased, the Ceding
Company may not recapture up to the new percentage on in force policies
for the same product.
6. At the time of recapture Generali USA will refund unearned premiums.
Further, Generali USA will refund the appropriate amount of unearned
premium in instances where the Ceding Company has overlooked a
Reinsured Policy or portion thereof as described in Article VII.B.3
above.
Article VIII. Reductions, Terminations , Increases & Reinstatements
Whenever a change is made in the status, plan, amount or other material feature
of a Reinsured Policy, Generali USA will, upon receipt of notification of the
change, provide adjusted reinsurance coverage in accordance with the provisions
of this Agreement. The Ceding Company must notify Generali USA of any such
change within thirty (30) days of its effective date.
A. Reductions and Terminations
1. For any life reinsured under a Reinsured Policy, in the event of a
reduction, lapse, or termination of (x) a Reinsured Policy under this
Agreement or (y) any other policy, the Ceding Company will reduce or
terminate reinsurance on that life. The reinsured amount on the life
with all reinsurers must be reduced, effective on the same date, by the
amount required such that the Ceding Company maintains the same amount
as retained prior to a reduction, termination or lapse.
2. The reinsurance reduction will apply first to the policy or policies
being reduced and then, on a chronological basis, to other reinsured
policies on the life, beginning with the oldest policy. If a fully
retained policy on a life that is reinsured under this Agreement is
terminated or reduced, the Ceding Company will reduce the existing
reinsurance on that life by a corresponding amount, with the reinsurance
on the oldest polio), being reduced
Treaty Reference 9; 200601.024 9
first. If the amount of reduction exceeds the risk amount reinsured, the
reinsurance on the policy or policies will be terminated.
3. Generali USA will refund any unearned reinsurance premiums net of
allowances. However, the reinsured portion of any policy fee will be
deemed earned for a policy year if the policy is reinsured during any
portion of that policy year.
B, increases
1. Non-contractual Increases,
a. If for a single Reinsured Policy the amount of insurance is increased
as a result of a non-contractual change, the increase must be
underwritten by the Ceding Company in accordance with its customary
standards and procedures and then will be considered new reinsurance
under this Agreement,
i. Generali USA's approval is required if the original policy was
reinsured on a facultative basis or if the new amount will cause
the reinsured amount on the life to exceed either the Automatic
Binding Limits or the Jumbo Limits specified in Schedule A.
ii. The Ceding Company and Generali USA will share the increased
amount proportionately up to the Ceding Company's maximum
retention. Once the Ceding Company's maximum retention has been
reached, the remaining amount will be reinsured on a proportional
basis. Premiums for the additional reinsurance will be at the
new-issue rate from the point of increase,
b. Non-contractual increases applicable to more than one Reinsured Policy
must be submitted to Generali USA for approval, which shall not be
unreasonably withheld, prior to implementation.
2. Contractual Increases.
a. For policies reinsured on an automatic basis, reinsurance of increases
in amount resulting from contractual policy provisions will be
accepted only up to the Automatic Binding Limits specified in Schedule
A.
b. For policies reinsured on a facultative basis, reinsurance will be
limited to the ultimate amount shown in Generali USA's facultative
offer.
c. Reinsurance premiums for contractual increases will be on a
point-in-scale basis from the original issue age of the policy.
C. Reinstatements
1. The Ceding Company shall notify Generali USA forty-five (45) days in
advance of making any material changes to its policies, practices or
procedures applicable to its reinstating lapsed or terminated policies
(the "Reinstatement Policies") as they exist on the Coverage Commencement
Date or as amended in accordance with this provision.
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2. If the Ceding Company reinstates a policy, in accordance with the
then current Reinstatement Policies, that was originally
automatically ceded to the Generali USA; coverage for such policy
under this Agreement shall also be reinstated.
3. Any policy originally reinsured with Generali USA on a facultative
basis which has been in a lapsed status for more than ninety days
must be submitted with underwriting requirements and approved by
Generals USA before it is reinstated,
Reinsurance premiums for the interval during which the policy was
lapsed will be paid to Generali USA on the same basis as the Ceding
Company charged the policyowner for the reinstatement. The Ceding
Company will notify Generals USA of all reinstatements on its periodic
statement of account.
Article IX. Conversions, Exchanges & Replacements
If a policy reinsured under this Agreement is converted, exchanged or
replaced, the Ceding Company will promptly notify Generals USA. Unless
mutually agreed otherwise, policies that are not reinsured with Generali USA.
and that exchange or convert to a plan normally covered under this Agreement
will not be reinsured hereunder.
A. Conversions
1. Generals USA will continue to reinsure policies resulting from the
contractual conversion of any Reinsured Policy, in an amount not to exceed
the original amount reinsured hereunder. If the plan to which the original
policy is convening is reinsured by Generals USA, either under this
Agreement or under a different agreement, reinsurance premium rates for the
resulting converted policy will be those contained in the agreement that
covers the plan to which the original policy is converting. However, if the
new plan is not reinsured by Generali USA, reinsurance premiums for a
policy resulting from a contractual conversion will use the YRT Rates shown
in Exhibit II. Reinsurance premiums and any allowances for conversions will
be on a point-in-scale basis from the original issue age of the policy.
2. If during a conversion an increase in the risk amount results, the
increase must be underwritten by the Ceding Company in accordance with
its customary standards and procedures. Generali USA will accept its
share of such increases, subject to the new business provisions of
Article I of this Agreement. Reinsurance premiums and any allowances
for increased risk amounts will be first-year premiums at the
agreed-upon premium rate.
B. Exchanges & Replacements
1. To be eligible for reinsurance under this Agreement, a policy resulting
from an internal exchange or replacement (an "Exchanged Policy") must
be underwritten by the Ceding Company in accordance with the portions
of its Underwriting Guidelines applicable to exchanges and
replacements. An Exchanged Policy may be covered under this Agreement
as follows:
11
a. If the Ceding Company's guidelines would consider an Exchanged
Policy to be "new business" and the Exchanged Policy uses an
Underlying Policy form, then it may be submitted as "new business"
if it meets the following criteria:
i. the Ceding Company has obtained complete and current underwriting evidence on
the full ultimate amount;
ii. the normal commissions are paid for the new plan; and
iii. the Suicide and Contestable provisions apply as if the policy
were newly issued,. except where prohibited by statute.
b. If the Ceding Company's guidelines do not treat the policy as new
business and the replacement utilizes an Underlying Policy, the
Exchanged Policy will continue to be ceded to Generali USA on a
"point-in-scale" basis utilizing the YRT Rates shown in Exhibit 11
(the rates will be based on the original issue age, underwriting
class and duration since the issuance of the original policy).
c. If the Ceding Company's guidelines do not treat the policy as new
business and the replacement does not utilize an Underlying Policy,
no coverage is available under this Agreement.
d. General! USA's approval to exchange or replace the policy will be
required if the original policy was reinsured on a facultative
basis.
Article X. Claims
A. Death Claims. Claims covered under this Agreement include only "Death
Claims" which are those that (i) arise out of the death of the Reinsured
Policy's named insured and (ii) are for the contractual death benefits
specified in the Reinsured Policy including any applicable riders and
supplementary benefits specified in Schedule A.
13. Notice. The Ceding Company shall give Generali USA written notice within
twenty (20) days of submission to the Ceding Company of any Death Claim.
C. Proofs. The Ceding Company will promptly provide General' USA with proper
claim proofs, including a copy of the proof of payment by the Ceding
Company and a copy of the insured's death certificate. In addition, for
contestable claims, the Ceding Company will send to Generali USA a copy
of all non-privileged claim related documents, information or
underwriting papers.
1. The Ceding Company's contractual liability for policies reinsured under
this Agreement is binding on Generali USA.
2. However, for claims incurred during the contestable period, if the total
amount of reinsurance ceded to all reinsurers on the policy is greater
than the amount retained by the Ceding Company, or if the Ceding Company
retained less than its usual retention on the policy, the Ceding Company
will consult with Generali USA before conceding liability or making
settlement to the claimant. Generali USA will promptly provide the
Ceding Company with its observations concerning the claim. The parties
acknowledge that
Treaty Reference #: 200601-024 12
regardless of its duty to consult in these circumstances, the Ceding
Company retains its ultimate authority regarding claim payment and
settlement.
D. Limitations. Regardless of any provision to the contrary, the following
limitations apply to any claim payment.
I. Reinsured Policy Provisions. All coverage provided pursuant to this
Agreement shall be subject to the same clauses, terms and conditions of
the Reinsured Policies; but nevertheless subject to the terms and
conditions of this Agreement. For purposes of clarity, if there is a
conflict between the terms of a Reinsured Policy and this Agreement, this
Agreement shall control.
2. The total reinsurance recoverable from all companies will not exceed the
Ceding Company's total contractual liability on the policy, less the
amount retained. The maximum reinsurance death benefit payable to the
Ceding Company under this Agreement is the risk amount specifically
reinsured with General' USA. General' USA will also pay its proportionate
share of the interest that the Ceding Company pays on the death proceeds
until the date of settlement,
3. Life benefit payments will be made in a single sum, regardless of the
Ceding Company's settlement options.
E. As soon as Generali USA receives acceptable claim notice and proper claim
proofs, General' USA will promptly pay the reinsurance benefits due the
Ceding Company. Any such reinsurance benefits that remain unpaid thirty
(30) days after the receipt by General' USA of acceptable claim notice and
proper claim proofs, will incur interest in accordance with the provisions
of Article XIX,A., from the thirtieth (30(0)) day until paid,
Article XI. Contestable Claims
A. Notice. The Ceding Company will promptly notify General' USA of its
intention to contest, compromise, or litigate a Death Claim Involving a
Reinsured Policy. The Ceding Company will also promptly and fully
disclose all non-privileged information relating to such claim including
all significant developments in the Ceding Company's investigation and
notification of any legal proceedings against it in response to denial of
the claim.
B. Participation. Once notified, Generali USA will promptly notify the
Ceding Company in writing of its decision to accept participation in the
contest, compromise, or litigation.
1. If Generali USA does not accept participation, it will then fulfill its
obligation by paying the Ceding Company its MI share of the Death Claim's
contractual liability. Such payment will fully and completely satisfy all
of Generali USA's obligations in regards such Reinsured Policy.
2. If Generali USA accepts participation and the Ceding Company's contest,
compromise, or litigation results in a reduction or increase in
liability, Generali USA will share in any such reduction or increase in
the risk on the contested policy, in proportion to its share, up to the
policy limits specified for the respective coverages In the Reinsured
Policy and subject to all other provisions of this Agreement.
13
C. Expenses. If Generali USA has agreed to participate pursuant to Article
XI. B. 2 above, it will pay its share of reasonable claim investigation
and legal expenses connected with the litigation or settlement of
contractual liability,
1. Generali USA 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.
D. In no event shall Generali USA have any liability for any, punitive,
exemplary, extra-contractual or similar damages, fines or penalties
which are assessed against the Ceding Company as a result of acts,
omissions or course of conduct committed by the Ceding Company. The
parties recognize that circumstances may arise in which Generali USA's
conduct would require, based upon equitable principles of law,
Generali USA to share proportionately in punitive and compensatory
damages awarded, to the extent permitted by law. The parties agree
that for this to occur, Generali USA must have been a direct, active,
decision making participant in the conduct that gives rise to the
extracontractual liability and that the intervention is to such an
extent that it equitably should be considered when extracontractual
liabilities are apportioned.
1. For purposes of this section, the following are examples of where the
Generali USA's conduct will give rise to such a responsibility: a) it
has actively taken control of the litigation and is directing the
Ceding Company's action; b) it is attempting to compel. acceptance of
its direction by a specific written threat of withholding payment of
reinsurance proceeds.
2. The parties agree that the decision to participate in a Contest is not
a sufficiently direct, active, decision making role so as to give rise
to extracontractual damages nor is the provision of advice concerning a
claim that was solicited by the Ceding Company.
Article XII. Administrative Errors
Definition. For purposes of this Article, an "Error" (or collectively "Errors")
refers to the situation where a party through an unintentional error, oversight,
omission, or misunderstanding fails to comply with the terms of this Agreement
applicable to the administration of the Agreement.
The following are not considered Errors for purposes of this Agreement:
A. Issues arising out of the application of the underwriting guidelines or
use of automatic binding privileges.
B. Grossly negligent, deliberate acts or repetitive errors (i.e., those that
a party has become aware of and which then occur again).
C. A circumstance that would be an "Error" but it is a "Late Reported
Policy" or a "Late Reported Termination" defined and covered as follows.
14
1. Late Reported Policies will be excluded from coverage. a. A "Late
Reported Policy" will include:.
i. any single policy reported by the Ceding Company more than
three (3) years after the policy was effective which has a
net amount at risk ceded to Generali USA equal to or greater
than $500,000; or
ii. an aggregation of polices (aggregated by calendar year for
each policy's effective date), regardless of date reported, in
which:
(I) each of the included policies is reported more than
three (3) years after such policies' respective
effective date; and,
(2) the number of such policies for each calendar year
equals or exceeds five percent (5%) of the sum of all
appropriately submitted "new business" policies
pursuant to all of the Ceding Company's reinsurance
agreements for such year.
2. Generali USA will only refund the last three (3) years of premium for
Late Reported Terminations.
a. A Late Reported Termination is a covered policy terminated in
accordance with its terms or by agreement of the parties that is:
i. reported by the Ceding Company more than three (3) years after
the termination was effective; and,
the respective number of such terminations, aggregated by
calendar year for the year in which the termination should have
been processed (the "Reporting Year"), exceeds two percent (2%)
of the number of terminations appropriately reported pursuant
to all of the Ceding Company's reinsurance agreements for such
Reporting Year.
Notice. Upon discovery of the Error by a party, it shall promptly notify the
other party, providing as much detail as is available about the circumstances,
Additionally, the notifying party shall propose a resolution to the Error which
shall include steps that will be taken to avoid similar errors in the Adore.
Correction. The goal of any proposed resolution is to restore the other party
to a position it would have occupied if the Error had not occurred, including
the payment of interest.
1. If the injured party does not accept the proposed resolution, the
parties will engage in the Dispute Resolution activity and attempt to
agree on a resolution to the situation in a manner that is fair,
reasonable, and most closely approximates the intent of the parties as
evidenced by this Agreement.
Misstatement of age or sex. In the event the amount of insurance provided by a
policy or policies reinsured hereunder is increased or. reduced because of a
misstatement of age or sex established after the death of the insured, Generali
USA shall share in the increase or reduction in the proportion that the net
liability of Generali USA bore to the sum of the retained net liability of the
'peaty Reference #: 200601-024 15
Ceding Company and the net liability of other reinsurers immediately prior to
such increase or reduction. The reinsurance with Generali USA shall be written
from commencement on the basis of the adjusted amounts using premiums and
reserves at the correct ages and sox. The adjustment for the difference in
premiums shall include payment of interest,
Article XIII. DAC Tax
A, The parties to this Agreement agree to the following provisions pursuant
to Section 1.8482(g)(8) of the Income Tax Regulations effective December
29, 1992, under Section 848 of the Internal Revenue Code of 1986, as
amended:
I. The terms used in this Article are defined by reference to Regulation
Section 1.848-2, effective December 29, 1992.
2. The party with the net positive consideration for this Agreement for
each taxable year will capitalize specified policy acquisition
expenses with respect to this Agreement without regard to the general
deductions limitation of Section 848(c)(I).
3. Both parties agree to exchange information pertaining to the amount of
net consideration under this Agreement each year to ensure consistency,
or as otherwise required by the Internal Revenue Service.
4. The Ceding Company will submit a schedule to Generali USA by May 1 of each
year with its calculation of the net consideration for the preceding
calendar year. This schedule of calculations will be accompanied by a
statement signed by an officer of the Ceding Company stating that the
Ceding Company will report such net consideration in its tax return for the
preceding calendar year. General( USA may contest such calculation by
providing an alternative calculation to the Ceding Company in writing
within thirty (30) days of General( USA's receipt of the Ceding Company's
calculation. If Generali. USA does not so notify the Ceding Company within
the required timeframe, General( USA will report the net consideration as
determined by the Ceding Company in Generali USA's tax return for the
previous calendar year.
5. If Generali USA contests the Ceding Company's calculation of the net
consideration, the parties will act in good faith to reach an agreement
as to the correct amount within thirty (30) days of the date General(
USA submits its alternative calculation. If the Ceding Company and
Generali USA reach an agreement on an amount of net consideration, each
party will report the agreed upon amount in its tax return for the
previous calendar year.
6. Both the Ceding Company and Generali USA represent and warrant that
they are subject to United States taxation under either Subchapter L or
Subpart F of Part Ill of Subchapter N of the Internal Revenue Code of
1986, as amended.
Article XIV, Dispute Resolution & Arbitration
A. Dispute Resolution: In the event of a dispute arising out of or relating
to this Agreement, the parties agree to the following process of dispute
resolution. Within fifteen (15) days after Generali USA has first given
the other party written notification of a specific dispute, each party
will appoint a designated company officer to attempt to resolve the
dispute. The officers will meet at a mutually agreeable location as soon
as possible and as often as
Treaty Reference 6: 200601-024 16
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information. will
be honored. The designated officers will decide the specific format for
such discussions:
1. If the officers cannot resolve the dispute within thirty (30) days of
their first meeting, the dispute will be submitted to formal arbitration
pursuant Section B below, unless the parties agree in writing to extend
the negotiation period for an additional thirty (30) days.
B. Arbitration. If Generali USA and the Ceding Company cannot mutually
resolve a dispute that arises out of or relates to this Agreement as
provided in A above, the dispute will be decided through arbitration as a
precedent to any right of action hereunder.
1. To initiate arbitration, either the Ceding Company or Generali USA will
notify the other party in writing of its desire to arbitrate, stating
the nature of its dispute and the remedy sought. The party to which the
notice is sent will respond to the notification in writing within
fifteen (15) days of its receipt.
2. There will be three arbitrators who will be current or former officers
of life insurance or life reinsurance companies other than the parties
to this Agreement, their affiliates or subsidiaries. Each of the parties
will appoint one of the arbitrators and these two arbitrators will
select the third. If either xxxxx refuses or neglects to appoint an
arbitrator within sixty (60) days of the initiation of the arbitration,
the other party may appoint the second arbitrator. If the two
arbitrators do not agree on a third arbitrator within thirty (30) days
of the appointment of the second arbitrator, then the appointment of the
third arbitrator will be left to the American Arbitration Association.
3. Once chosen, the arbitrators are empowered to select the site of the
arbitration and decide all substantive and procedural issues by a
majority of votes. As soon as possible, the arbitrators will establish
arbitration procedures as warranted by the facts and issues of the
particular case. The arbitrators will have the power to determine all
procedural rules of the arbitration, including but not limited to
inspection of documents, examination of witnesses and any other matter
relating to the conduct of the arbitration, The arbitrators may consider
any relevant evidence; they will weigh the evidence and consider any
objections. Each party may examine any witnesses who testify at the
arbitration hearing.
4. In making their decision, the arbitrators shall attempt to fashion a
resolution in a manner that is fair and reasonable, and most closely
approximates the intent of the parties as evidenced by this Agreement.
Further, the arbitrators may also consider the customs and practices of the
life insurance and life reinsurance industries. The arbitrators are not
empowered to render a decision that would incorporate a remedy whose scope
or nature is materially beyond that which is contemplated by the Agreement.
For purposes of clarity, this provision would require the utilization of
the Agreements' interest formula if the award included an award of
interest. Finally, the arbitrators are specifically precluded from
incorporating in any award extra contractual damages of any type including
punitive or consequential damages,
5. The decision of the arbitrators will be made by majority rule and will
be submitted in writing within thirty (30) days of the end of the
hearing. Except for questions concerning
Treaty Reference #: 200601(.)024 17
the scope of the remedy, the decision will be final and binding on both
parties and there will be no appeal from the decision. Either party to
the arbitration may petition any court having jurisdiction over the
parties to reduce the decision to judgment.
6. Each party will bear the expense of its own arbitration activities,
including its appointed arbitrator and any outside attorney and witness
fees. The parties will jointly and equally bear the expense of the
third arbitrator and other costs of the arbitration,
7. This Article will survive termination of this
Agreement. Article XV. Confidentiality
A. Ceding Company and Generali USA agree that neither party will disclose
nor use "Proprietary Information" or "Non-public Information"
(collectively "Information") provided under this Agreement in ally way
except for the purposes for which the information was provided.
1. "Proprietary Information" means any tangible or intangible proprietary or
confidential information, materials or trade secrets belonging to the
disclosing party or its affiliates (whether disclosed orally, in writing,
in electronic format or otherwise), including, but not limited to the
disclosing party's: computer systems; processes, methods and techniques;
equipment; date; reports; know-how; existing and proposed contracts with
third parties; business plans, including Information concerning the
existence and scope of activities of any research, development, marketing
or other projects of the disclosing party, which are furnished, disclosed,
learned or otherwise acquired by the recipient during or in the course of
discussions preceding the business relationship between the parties
memorialized by this Agreement.
2. "Non-public Information" means personally-identifiable financial and/or
health information (whether disclosed orally, in writing, in electronic
format or otherwise) that (1) is provided by a consumer to either party
or its affiliates, (ii) results from a transaction with or service
performed for the customer by either party or its affiliates, or (iii)
is otherwise obtained by either party or its affiliates from sources
other than those that are generally publicly available.
E. Security Measures. Ceding Company and Generali USA also mutually agree
that each party will implement information security measures to ensure
that it and any third party used by it will protect the Information.
Ceding Company and Generali USA further mutually agree that such security
measures shall meet or exceed accepted industry standards for businesses
of similar size within the insurance and reinsurance industry.
C. Non-Public Information. Generali USA acknowledges that it may be provided
with access to Non-public Information concerning the Ceding Company's
customers and, to the extent that such information (i) identifies the
individual customer as a customer of the Ceding Company, (ii) was obtained
by Generali USA while acting in its capacity as reinsurer of the Ceding
Company or (iii) was obtained by Ceding Company during the administration
or underwriting of the customer's Insurance policy and/or annuity
contract, the Non-public Information shall be and remain the property of
the Ceding Company. Further, Generali USA shall not disclose to any person
outside its organization, Non-Public Information of the disclosing party,
unless such disclosure is required in performance of any services, such
Treaty Reference #: 200601-024 18
as the disclosure to the "M1B", retrocessionaires, auditors, etc.,
contemplated under the Agreement or as otherwise required or permitted by
applicable law,
D. Proprietary Information. Ceding Company and Generali USA shall hold
Proprietary Information in confidence and shall not use or exploit such
Information for its own benefit or the benefit of another without the
prior written consent of the disclosing party, Recipient may, in the
performance of services under the Agreement, disclose Proprietary
Information to either affiliated or non-affiliated third parties who have
a need to know the Proprietary Information, provided such persons are
Informed of and agree in writing to comply with the confidentiality
obligations of this Agreement.
1. Limitation on Obligations
The obligations of the recipient specified above shall not apply to any
Proprietary Information to the extent that such Information:
a. is known by or in the possession of the recipient prior to
disclosure in accordance with this Agreement, provided that, the
Information is not known by the recipient to be subject to another
confidentiality agreement with the disclosing party or other
obligations of confidentiality to the disclosing xxxxx;
b. is generally known to the public at the time of disclosure or
becomes generally known through no wrongful act on the part of the
recipient or any of its representatives, including breach of this
Agreement;
c, becomes known to the recipient through disclosure by sources other
than the disclosing party having the legal right to disclose such
Information;
d. has been independently developed by the recipient without reference to or use
of the Information; e. is required to be disclosed by the recipient to comply
with a court order or other legal or regulatory
process, provided that the recipient provides prior written notice of
such disclosure to the disclosing party and takes commercially
reasonable and lawful actions to avoid and/or minimize the extant of
such disclosure. Except as specifically set forth above, the
receiving party's obligation to protect the disclosing party's
Information shall continue in perpetuity;
B. Violation of Law. Notwithstanding the foregoing, neither party shall
disclose Information to any other party if such disclosure would violate
applicable Federal or State Privacy Regulations or Statutes.
F. Breach. If there is a breach of terms contained in this Article, either
Party will give notice to the other of the breach in writing and an
opportunity to cure such breach within fifteen (15) days of receipt of such
notice.
19
Article XVI. Insolvency
A. Ceding Company
I. 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 Generali USA 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 Generali USA may investigate that claim
and interpose, at its 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 Generali USA shall be chargeable, subject to the
approval of the court, against the Ceding Company as part of the expense
of conservation or liquidation to the extent of a pro rater share of the
benefit which may accrue to the Ceding Company solely as a result of the
defense undertaken by Generali USA.
2. Where two (2) or more reinsurers are involved in the same claim and a
majority in interest elects to interpose defense to that claim, the
expense shall be apportioned in accordance with the terms of the
reinsurance agreement as though that expense had been incurred by the
Ceding Company.
3. This insolvency clause shall not preclude Generali USA 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.
B. Generali USA
I, In the event of the Generali USA's insolvency, the Ceding Company may
cancel the Agreement for future new business and will notify Generali USA
in writing of its Intent. The parties agree to waive the notification
period for this cancellation, and the effective date will be no earlier
than the effective date of Generali USA's insolvency.
Further, upon giving written notice to Generali USA, the Ceding Company
may also recapture all of the inforce business reinsured by Generali USA
under this Agreement. In such an event, Generali USA will return unearned
premium less unearned allowances.
Article XVII. General Reinsurance Provisions
A. Reliance. Ceding Company affirms that it has and will timely and fully
disclosed all information relevant to the risks being reinsured by the
Agreement and acknowledges its understanding that Generali USA will rely
upon such information. Ceding Company
20
agrees to use "utmost good faith" in its efforts to meet this duty and
hers under the Agreement.
B. OFAC. The Ceding Company represents that it is, and shall use best efforts
to continue to be, in compliance with all laws, regulations, judicial and
administrative orders applicable to the business reinsured under this
Agreement (collectively "Laws"), including, but not limited to, sanctions
laws administered by the U.S. Treasury Department's Office of Foreign
Assets Control ("OFAC"), as such laws may be amended from time to time.
Neither the Ceding Company nor Generali USA shall be required to take any
action under this Agreement that would result in it being in violation of
said laws, including, but not limited to, making any payments in violation
of the law. Should either party discover a reinsurance payment has been
made in violation of the law, it shall notify the other party and the
parties shall cooperate in order to take all necessary corrective actions,
including, but not limited to, the return of the payment to Generali USA,
unless prohibited by law.
C. Access to Records. Generali USA and the Ceding Company, or their duly
authorized representatives, will have the right to inspect original papers,
records, and all documents relating to the business reinsured under this
Agreement including underwriting, claims processing, and administration.
Such access will be provided during regular business hours at the office of
the inspected party. This provision will survive the termination of the
Agreement.
D. Expanses. The Ceding Company will pay for all medical examinations,
inspection fees, attending physicians' statements and other charges incurred
in connection with the issuance of the original insurance covered under this
Agreement.
E. Offset. Any debts or credits, in favor of or against either the Generali USA
or the Ceding Company with respect to this Agreement, are deemed mutual
debts or credits and may be offset, and only the balance will be allowed or
paid. The right of offset will not be affected or diminished because of the
insolvency of either party. The patties acknowledge and agree that claims by
the Ceding Company may not be offset against Premium due unless the Generali
USA has agreed in writing.
F. Premium Tax. Generali USA shall not reimburse the Ceding Company for premium
taxes on reinsurance premiums.
G. Dividends, Cash Values. Generali USA will not reimburse the Ceding Company
for its proportionate share of the dividends or cash values paid by the
Ceding Company to policyholders.
H. Third Parties. This Agreement is a contract between the Ceding Company and
Generali USA only. Neither Agreement nor the exercise of any right under the
Agreement create any right or legal relationship between Generali USA and
any policyholder, agent, or employee of the Ceding Company or any employee
of a policyholder or insured or beneficiary under any Reinsured Policy or
other Ceding Company agreement or contract with such third person.
21
I, Cessions.
1. The Ceding Company will retain net for its own account the insurance
Retention specified in Exhibit I, and will not reinsure or otherwise
transfer all or any part of that Retention, without Generali USA's
prior written agreement.
2. The Ceding Company will not cede an Underlying Policy to Generali USA
unless the amount to be reinsured at issue exceeds the Initial Minimum
Cession amount shown in Schedule A.
Article XVIII. Duration of Agreement
A. Subject to the provisions of Article V. E regarding payment of premium
and Article XVI. B regarding insolvency of Generali USA, this Agreement
is indefinite as to its duration, The Ceding Company or Generali USA may
terminate this Agreement with respect to the reinsurance of new business
by giving ninety (90) days written notice of termination to the other
party, sent by certified mail. The first day of the notice period is
deemed to be the date the document is postmarked.
1. During the notification period, the Ceding Company may continue to cede
and Generali USA will continue to accept pursuant Article I Underlying
Policies covered under the terms of this Agreement,
B. Subject to the provisions of Article V. E, reinsurance coverage on all
reinsured policies will remain in force until the termination or expiry
of the Reinsured Policies on which date this Agreement will
automatically terminate or until the contractual termination of
reinsurance under the terms of this Agreement, whichever occurs first,
Article XIX. General Provisions
A. Interest. If, under the terms of this Agreement, interest is accrued on
amounts due either party, such interest will be calculated using the "3
Month Treasury Rate" as reported in the Wall Street Journal on the date the
payment becomes due, except as specified elsewhere in this Agreement.
B. Entire Agreement. This agreement shall constitute the entire agreement
between the parties with respect to the business reinsured hereunder and
supersede all prior agreements, promises, representations or discussions of
any type. The parties acknowledge and agree that "Facultative Offers of
Coverage" made and accepted in accordance with Article II are incorporated
into this Agreement and made a part thereof. There are no other
understandings between the parties other than as expressed in this
Agreement. Any change or modification to this agreement shall be null and
void unless made by written amendment to this Agreement signed by both
parties. For avoidance of doubt, any confidentiality agreements entered into
by the parties are hereby terminated and superseded by the terms of this
Agreement.
C, Notices: All notices, requests, instructions, demands, consents and other
communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given on the date delivered by
hand or by courier service such as Federal Express, or by other messenger
(or, if delivery is raised, upon presentment) or upon electronic
confirmation of a facsimile transmission, or upon delivery by registered or
certified mail (return receipt requested), postage prepaid, to the parties
at the following addresses:
Treaty Reference#: 200601.024 22
If to the Ceding Company:
Ameritas Variable Life Insurance Corp.
0000 "0" Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxx: Xxxxx X. Xxxxxxx
If to General; USA:
General; USA Life Reassurance Company 0000 Xxxx Xxxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Treaty Department
D. Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of Nebraska.
E. Non-Waiver of Rights. No waiver by any party of any default by any other
party in the 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 promise, term or
condition of this Agreement, No prior transactions or dealings between any
of the parties shall be deemed to establish any custom or usage waiving or
modifying any provisions hereof. The failure of any 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.
P. Severability. If any provision of this Agreement is determined, for any
reason, to be invalid, illegal, or unenforceable in any respect, (1) such
provision or provisions shall be ineffective but only to the extent of such
invalidity, illegality, or unenforceability and (2) such determination will
not impair or affect the remaining provisions of this Agreement. In such an
event, Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein, unless such a
construction would be unreasonable,
G. Assignment. All the terms of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, whether so expressed or not; however, no
party hereto shall assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the other party
hereto.
H. Currency: All payments under this agreement shall be made in currency of
the United States of America.
L Compliance with Law. The parties shall in all matters relating to the
Agreement comply with all applicable regulatory provisions.
J. Counterparts. This Agreement may be executed simultaneously in multiple
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same document.
Treaty Reference #: 200601-024 23
K. Descriptive Headings and Construction. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part
of, or to affect the meaning, construction or interpretation of, this
Agreement. Unless otherwise expressly provided, the word "including" does
not limit the preceding words or terms. The parties have participated
jointly in the negotiation and drafting of this Agreement and no rule of
construction against the draftsperson shall be applied hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
24
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED
BY THE PARTIES
IN WITNESS WHEREOF, this agreement is hereby executed.
Ameritas Variable Insurance Company Generali USA Life Reassurance Company
By: /S/ Xxxxx X. Xxxxxxx By: /S/ Xxxxx X. Xxxxx
-------------------- ------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
---------------- --------------
Title: Vice President Title: SVP
---------------- -----
Date: 5/3/07 Date: 5/10/2007
-------- -----------
By: /S/ Xxxxx X. Xxxxxxx By: /S/ Xxxxxxx X. Xxxxxxx
-------------------- ----------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
---------------- ------------------
Title: Second Vice President Title: Associate General Counsel
Date: 5/3/07 Date: 5/10/2007
-------- -----------
25
