GENERALI USA EX-g5
LIFE REASSURANCE COMPANY
AUTOMATIC YEARLY RENEWABLE TERM
REINSURANCE AGREEMENT
between
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY
Lansing, Michigan
and
GENERALI USA LIFE REASSURANCE COMPANY
Kansas City, Missouri
TABLE OF CONTENTS
ARTICLE I. AUTOMATIC REINSURANCE...............................................3
ARTICLE II. FACULTATIVE REINSURANCE............................................4
ARTICLE III. CEDING COMPANY CONDITIONAL OR TEMPORARY COVERAGE..................5
ARTICLE IV. COMMENCEMENT OF LIABILITY..........................................6
ARTICLE V. PREMIUM.............................................................7
ARTICLE VI. ADMINISTRATION.....................................................8
ARTICLE VII. INCREASE IN ▇▇▇▇▇▇▇▇▇ & RECAPTURE.................................9
ARTICLE VIII. REDUCTIONS, TERMINATIONS , INCREASES & REINSTATEMENTS...........10
ARTICLE IX. CONVERSIONS, EXCHANGES & REPLACEMENTS.............................12
ARTICLE X. CLAIMS.............................................................13
ARTICLE XI. ADMINISTRATIVE ERRORS.............................................15
ARTICLE XII. DAC TAX..........................................................16
ARTICLE XIII. DISPUTE RESOLUTION & ARBITRATION................................17
ARTICLE XIV. CONFIDENTIALITY..................................................18
ARTICLE XV. INSOLVENCY........................................................20
ARTICLE XVI. GENERAL REINSURANCE PROVISIONS...................................21
ARTICLE XVII. DURATION OF AGREEMENT...........................................23
ARTICLE XVIII. GENERAL PROVISIONS.............................................23
SCHEDULE A. TREATY SPECIFICATIONS
SCHEDULE B. PLAN, BENEFIT AND RIDER INFORMATION
SCHEDULE C. ADDITIONAL DETAILED INFORMATION
EXHIBIT I. RETENTION
EXHIBIT II. REINSURANCE PREMIUMS
EXHIBIT IIA. MISCELLANEOUS PREMIUMS
EXHIBIT IIB. PERCENTAGES OF PREMIUM
EXHIBIT III. ALLOWANCES
EXHIBIT IV. RECORD LAYOUT
EXHIBIT A. SCHEDULE PURSUANT TO TREASURY REGULATION SECTION 1.848-2(G)(8)
This automatic and facultative yearly renewable term reinsurance agreement (the
"Agreement") is an indemnity reinsurance agreement between ▇▇▇▇▇▇▇ National Life
Insurance Company ("the Ceding Company"; NAIC: #65056, EIN: #▇▇▇▇▇▇▇▇▇) and
Generali USA Life Reassurance Company ("Generali USA"; NAIC #: 97071, EIN
▇▇-▇▇▇▇▇▇▇). 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 October 6, 2008 (the "Coverage
Commencement Date") and continuing until this Agreement is terminated, the
Ceding Company will automatically cede to Generali USA and Generali USA
will reinsure the specified portion of the life insurance risk as set forth
on Schedule A entitled "Basis of Risk"; arising under the insurance
policies, riders and supplementary benefits listed in Schedule A (the
"Underlying Policies"), up to the "Automatic Binding Limits" shown in
Schedule A, provided that the following conditions and limitations are met.
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 I) for each life.
Further, the Ceding Company must continue to retain risk on such
insured life until its "full" 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 (the "Underwriting Guidelines"). 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 total amount of life insurance in force in all companies,
including all pending applications and any amounts to be replaced as
stated on a signed Part I of any application or signed amendment, and
increasing ultimate amounts 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 facultative
underwriting to Generali USA or any other reinsurer within the last
three (3) years, unless the reason 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.
8. The applicant's age does not exceed the Maximum Automatic Issue Age
specified in Schedule A.
9. 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.
10. The applicant may not be a "Professional Athlete" (i.e., an athlete
for pay/remuneration). Applications for coverage of Professional
Athletes must be submitted on a facultative basis in accordance with
Article II of this Agreement.
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 an application for coverage utilizing an
Underlying Policy form 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
content, format, media and methods of transmission of the
information for a facultative submission and its 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 submission that is:
i). for an amount of coverage or rating classification specified
in writing by Generali USA in the offer; and,
ii). subject to Generali USA being provided specified additional
evidence of insurability. If Generali USA accepts the
submission based upon the additional evidence it will
prepare and send an "unconditional offer" as described above
and if it does not it will send a "declination" as described
below.
c. A declination.
3. Expiration. Unless otherwise agreed to in writing by Generali USA, its
unconditional offers expire, without further formalities or notice, at
the earlier of the:
a. time period specified in the written offer; or,
b. the end of a period of one hundred twenty (120) days measured
from the date of the offer.
4. Acceptance. If an offer is acceptable to Ceding Company, it must
notify Generali USA of its acceptance in one of the following ways:
a. in a written communication prior to the expiration of the offer;
or,
b. by the Ceding Company evidencing acceptance by including the
Underlying Policy in its administrative reports made in
accordance with Article VI.A. To be considered accepted under
this subsection, the reporting must occur within two "reporting
cycles' as measured from the date the policy was delivered and
accepted by the prospective insured.
5. Applicability. Offers, if properly accepted as specified above, are
hereby incorporated into the Agreement. Except as specifically
provided in the Agreement, policies that are reinsured pursuant to
this Facultative Reinsurance Article are Reinsured Policies and shall
be subject to all provisions of the Agreement.
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. Subject to the provisions of this Article III,
Generali USA will provide the limited indemnity reinsurance coverage in an
instance where "conditional receipt" coverage, temporary insurance coverage
or other similar coverage ("Conditional 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. Subject to the "Coverage Limits", the amount of coverage will be equal
to Generali USA's proportionate share of the coverage amount stated on
the conditional receipt or for the temporary coverage.
2. To be eligible for coverage under this Article, 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.
3. Coverage Limits. Notwithstanding any provision to the contrary, the
reinsurance coverage provided under this Article is strictly limited
to Generali USA's proportionate share, shown in Schedule A, of
$500,000 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 its maximum retention for the age and rating applicable
to the insured. As of the Effective Date, the Ceding Company uses
Temporary Insurance Agreement Form X3002 03/03.
C. Termination. Coverage under this Article shall terminate at the earliest of
a. the date that the policy applied for by the Applicant becomes a
Reinsured Policy
b. the date Generali USA declines to provide an unconditional
facultative offer,
c. the first acceptance by the Ceding Company of an unconditional
offer by a reinsurer other than Generali USA, or d. the lesser of
120 days from the date Generali USA communicates a conditional or
unconditional offer to the Ceding Company, or the number of days
stated in the offer.
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 the Agreement is in effect, Generali USA has made
an unconditional facultative offer, the offer was accepted in a manner
specified in this Agreement, and 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 II, IIA, IIB, and Exhibit III respectively.
B. The life insurance rates shown in Exhibit II are guaranteed for one year.
Although the Generali 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 Generali USA of its intent to increase rates
charged to the policy owners. Generali USA will increase its rates in the
same proportion as the Ceding Company's increase. 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 are payable annually
in advance. At the end of each calendar month, the Ceding Company will
calculate the amount of reinsurance premium due for Reinsured Policies with
anniversary dates within that month (the "Reporting Period"), and within
forty-five (45) 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 XIII.
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 XVIII.
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 arrears. 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, Generali USA will be 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, unless reinsurance premiums on these
policies are paid on or before their Remittance Dates..
2. 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.
F. Premium Adjustments. If the Ceding Company overpays a reinsurance premium
and Generali USA accepts the overpayment, Generali USA's acceptance will
not constitute or create a reinsurance liability or increase in any
existing reinsurance liability. Instead, Generali USA will be liable to
Ceding Company for a credit in the amount of the overpayment. If a
reinsured policy terminates, Generali USA will refund the excess
reinsurance premium. This refund will be on a prorated basis without
interest from the date of termination of the policy to the date to which a
reinsurance premium has been paid.
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 forty-five (45) days after
the end of each Reporting Period 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 I and therefore
"Recapture" a portion of the reinsured risk if the following conditions
have been met.
1. Reinsured Polices are not eligible for Recapture until the end of
thirty (30) years, measured 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.
5. 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.
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 the 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, Generali 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 XI.
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.
5. 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
less unearned allowances. Further, Generali USA will refund the
appropriate amount of unearned premium less unearned allowances 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 evaluate the change and, to the extent
providing in this Agreement, adjust the reinsurance coverage. The Ceding Company
must notify Generali USA as soon as practicable after it occurs but no later
than the next scheduled report pursuant to Article VI.A above.
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 policy being reduced 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. For a single Reinsured Policy the amount of insurance may only be
increased as a result of a non-contractual change if the increase
was "fully" underwritten by the Ceding Company. For this purpose,
"fully" underwritten means that the increased coverage amount
meets the following criteria:
i). the Ceding Company has obtained complete and current
underwriting evidence in accordance with the Underwriting
Guidelines applicable to "new business" on the increased
amount;
ii). a commission is paid for the increased amount on the same
basis as if it were new business; and,
iii). the Suicide and Contestable provisions apply to the
increased amount
b. 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.
c. The Ceding Company and Generali USA will share the increased
amount proportionately. Once the Ceding Company's maximum
retention has been reached, the remaining amount will be
reinsured on an excess of retention basis as specified in this
Agreement. Premiums for the additional reinsurance will be at the
new-issue rate.
d. 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 and
shall not exceed the Jumbo 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. 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 the exist on the Coverage
Commencement Date or as amended in accordance with this provision
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 Generali
USA before it is reinstated.
4. 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 Generali 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 Generali USA. Unless mutually agreed
otherwise, policies that were not reinsured with Generali USA and that exchange
or convert to a plan normally covered under this Agreement will not be reinsured
hereunder except as follows.
A. Conversions
1. Generali 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 converting is reinsured by Generali 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:
a. If the Ceding Company's guidelines would consider an Exchanged Policy
to be "new business" and the Exchanges 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 full normal commissions are paid for the new plan; and
iii). the Suicide and Contestable provisions apply as if the policy
were newly issued.
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 II
(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. Generali 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. General Provisions
1. Death Claims. Claims covered under this Agreement include only "Death
Claims" which: (i) are for the proportionate share of the risk
reinsured by Generali USA; (ii) arise out of the death of the
Reinsured Policy's named insured; and, (iii) are based upon the
contractual death benefits specified in the Reinsured Policy including
any applicable riders and supplementary benefits that are reinsured,
as more fully specified in Schedule A. The Reinsurer shall also pay
its proportionate share of interest imposed automatically by statute
without regard to fault.
2. Notice. The Ceding Company shall give Generali USA written notice
within thirty (30) days of submission to the Ceding Company of any
Death Claim.
3. Claim Submission. When submitting a Death Claim for payment, the
Ceding Company will provide Generali USA with proper claim
documentation, including a copy of the proof of payment by the Ceding
Company, information on the beneficiary 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.
4. Ceding Company Claim Administration.
a. The Ceding Company's good faith determination of its contractual
liability for policies reinsured under this Agreement shall be
accepted by Generali USA. Such determinations shall be based upon
the 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
b. The parties acknowledge that the Ceding Company retains its
ultimate authority regarding claim payment and settlement.
c. The Ceding Company covenants that with respect to its claim
administration, negotiation, payment, denial, or settlement of
any claim or legal proceeding, it shall act in good faith and
follow its standard claims practices without regard to whether
the claim is reinsured or not
5. Limitations. Regardless of any provision to the contrary, the
following limitations apply to any claim payment.
a. 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
Claim benefit payable to the Ceding Company under this Agreement
is the risk amount specifically reinsured with Generali USA.
b. All reimbursements under this Agreement including Death Claim
benefits will be made in a single sum, regardless of the Ceding
Company's settlement options.
6. Waiver of Premium. The reinsurance benefit for an approved waiver of
premium claim will be Generali USA's proportionate share of the annual
gross premium waived on the Reinsured Policy. The Ceding Company will
continue to pay the life reinsurance premium; however, it will not pay
the reinsurance premium for the waiver benefit for the duration of the
waiver claim period. Generali USA will pay waiver benefits annually
regardless of the mode of premium payment specified in the Reinsured
Policy.
7. As soon as Generali USA receives acceptable claim notice and proof of
the claim, Generali USA will promptly pay the reinsurance benefits due
the Ceding Company.
▇. ▇▇▇▇▇▇▇▇▇▇▇ Claims
1. Notice. The Ceding Company will promptly notify Generali 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. For purposes of this section where
there is a denial of a claim by the Ceding Company, a "contest" comes
into existence at the point that a claimant objects, verbally or
otherwise, to the Ceding Company's action.
2. 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.
a. If Generali USA does not accept participation, it will then
fulfill its obligation by paying the Ceding Company its full
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.
b. If Generali USA accepts participation and the Ceding Company's
contest, compromise, or litigation results in a reduction,
Generali USA will share in any such reduction in the Death Claim
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.
3. Expenses. If Generali USA has agreed to participate pursuant to
Article X.B.2 above, it will pay its share of reasonable claim
investigation and legal expenses connected with the litigation or
settlement of contractual liability.
4. Non-Reimbursable Expenses. 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.
C. Extra-Contractual Liability. 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
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 XI. Administrative Errors
A. 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:
1. Issues arising out of the application of the underwriting guidelines
or use of automatic binding privileges.
2. Grossly negligent, deliberate acts or repetitive errors (i.e., those
that a party has become aware of and which then occur again).
3. A circumstance that would be an "Error" but it occurred more than 36
months in the past
B. 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 future.
C. 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.
D. 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 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 sex.
The adjustment for the difference in premiums shall include payment of
interest.
Article XII. DAC Tax
A. The parties to this Agreement agree to the following provisions pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29,
1992, under Section 848 of the Internal Revenue Code of 1986, as amended:
1. 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)(1).
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. Generali USA may
contest such calculation by providing an alternative calculation to
the Ceding Company in writing within thirty (30) days of Generali
USA's receipt of the Ceding Company's calculation. If Generali USA
does not so notify the Ceding Company within the required timeframe,
Generali 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
Generali 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 III of Subchapter N of the Internal Revenue Code
of 1986, as amended.
7. This election is effective beginning with the taxable year in which
the Coverage Effective Date occurs. To the extent required by law,
both parties will attach a schedule (similar to that shown in Exhibit
A to this Agreement) to their respective federal income tax returns
filed for the first taxable year ending after the date this election
becomes effective, which identifies the reinsurance agreement for
which this election has been made.
Article XIII. 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 one party 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 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 party 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 this 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 arbitrator
fees, attorney fees, witness fees or any other expense of arbitration,
except as specifically provided in Article XIII.B.6 below, or any
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 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 XIV. 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 any 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; data; 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 (i) 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.
B. 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 as the
disclosure to the "MIB", 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 party;
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 extent 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;
E. 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.
Article XV. Insolvency
A. Ceding Company
1. 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 RATA 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
1. 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.
2. 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 XVI. 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 the completeness and correctness of such information. This reliance
includes the information provided by the Ceding Company in support of its
efforts to obtain this reinsurance. Ceding Company agrees to use "utmost
good faith" in its efforts to meet this duty and all others under the
Agreement.
B. 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 the Reinsurer 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 or otherwise become aware that a
reinsurance transaction has been entered into or a payment has been made in
violation of the law, the party who first becomes aware of the violation of
the law shall notify the other party and the parties shall cooperate in
order to take all necessary corrective actions.
The parties agree that such transaction shall be null, void and of no
effect from its inception, to the same extent as if the transaction had
never been entered into. Each party will be restored to the position it
would have occupied if the violation had not occurred, including the return
of any payments received, 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 and copy
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. Expenses. 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 parties 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.
▇. ▇▇▇▇▇▇▇▇▇, 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.
I. Cessions.
1. The Ceding Company will retain net for its own account the insurance
Retention specified in Exhibit I.
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.
J. Credit for Reinsurance. It is the intention of both Generali USA and the
Ceding Company that the Ceding Company qualifies for reinsurance credit in
the state of Michigan for reinsurance ceded hereunder. Without limiting the
generality of the immediately preceding sentence, Generali USA shall, in
conformity with all applicable laws and regulations governing Generali USA,
take any and all commercially reasonable steps within it's control so that
the Ceding Company may take full credit in it's "SAP" financial statements
for the business ceded under this Agreement.
Article XVII. Duration of Agreement
A. Subject to the provisions of Article V.E regarding payment of premium and
Article XV.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 XVIII. 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 "Three
Month Treasury Bill Rate" as reported in the Wall Street Journal on the
first "business day" on or after a payment became due.
B. Entire Agreement. This Agreement, including all Schedules and Exhibits
attached hereto, 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 refused, 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:
If to the Ceding Company:
▇▇▇▇▇▇▇ National Life Insurance Company
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Reinsurance Department
If to Generali USA:
Generali USA Life Reassurance Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Treaty Department
D. Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of Michigan.
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
F. 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.
I. 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.
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.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED BY
THE PARTIES
IN WITNESS WHEREOF, this agreement is ▇▇▇▇▇▇ executed.
▇▇▇▇▇▇▇ National Life Insurance Company Generali USA Life Reassurance Company
By: ▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP & Chief Actuary Title: Associate General Counsel
Date: 6/15/09 Date: 6/8/2009
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Reinsurance Manager Title: SVP
Date: 6/15/09 Date: 6/8/2009