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REINSURANCE AGREEMENT
BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY
AND
CERTAIN REINSURERS
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TABLE OF CONTENTS
PREAMBLE 1
ARTICLE I. REINSURANCE DEFINITION 2
ARTICLE II. REINSURANCE PREMIUMS 3
ARTICLE III. ALLOWANCE 4
ARTICLE IV. MODIFIED COINSURANCE RESERVE ADJUSTMENT 5
ARTICLE V. REIMBURSEMENT FOR BENEFIT PAYMENTS 6
ARTICLE VI. EXPERIENCE REFUND 7
ARTICLE VII. ACCOUNTING AND SETTLEMENTS 8
ARTICLE VIII. DURATION, RECAPTURE AND TERMINATION 11
ARTICLE IX. TERMINAL ACCOUNTING AND SETTLEMENT 13
ARTICLE X. METLIFE REPRESENTATIONS AND WARRANTIES 14
ARTICLE XI. REINSURER REPRESENTATIONS AND WARRANTIES 16
ARTICLE XII. ARBITRATION 17
ARTICLE XIII. INSOLVENCY 19
ARTICLE XIV. NON-ADMITTED REINSURANCE 21
ARTICLE XV. GENERAL PROVISIONS 23
SCHEDULE A POLICIES AND RISKS REINSURED 29
SCHEDULE B EXISTING REINSURANCE 41
SCHEDULE C RESERVES 42
SCHEDULE D MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT 44
SCHEDULE E ASSET PORTFOLIO 45
SCHEDULE F CEDING COMMISSIONS 46
SCHEDULE G QUARTERLY REPORT FORMAT 47
INTERESTS AND LIABILITIES CERTIFICATE 51
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PREAMBLE
THIS REINSURANCE AGREEMENT (the "Agreement") is made and entered into as of
October 1, 2000, by and between Metropolitan Life Insurance Company, One Madison
Avenue, New York, NY 10010, a New York domiciled life insurance corporation,
("MetLife") and each Reinsurer, severally for its own account, that signs this
Agreement (each a "Reinsurer" and all, collectively, the "Reinsurers") and a
separate Interests and Liabilities Certificate (each a "Certificate" and, all
collectively, the "Certificates"), which Certificates are made a part hereof.
THE BACKGROUND OF THIS AGREEMENT is that MetLife, as a consequence of its recent
demutualization, has a closed block of Ordinary Life Insurance policy
liabilities that MetLife wishes to cede up to ninety percent (90%) on a modified
coinsurance basis and each Reinsurer, having reviewed materials provided by
MetLife relating to such closed block, wishes to accept a portion of the
proposed cession on that basis.
NOW, THEREFORE, in consideration of the mutual promises and undertakings set
forth herein, the parties agree as follows:
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ARTICLE I. REINSURANCE DEFINITION
1. Policies and Risks Reinsured. In accordance with the terms and
conditions hereof, MetLife hereby cedes and each Reinsurer hereby
accepts severally, each for its own account, as indemnity reinsurance
on a modified coinsurance basis, the quota share of MetLife's
liabilities under the policies (the "Policies") listed in Schedule A,
net of Existing Reinsurance as described in Schedule B, in the amount
that is specified in the Certificate.
2. Conditions. This reinsurance is subject to the same limitations and
conditions specified in the Policies, except as otherwise provided in
this Agreement.
3. Policy Changes. MetLife must provide written notification to the
Reinsurers of any program to change the original terms or conditions of
a class of Policies with an aggregate face amount of more than one
percent (1%) of the aggregate face amount of all Policies not later
than fifteen (15) days after the change takes effect. Each Reinsurer
will provide written notification to MetLife of the Reinsurer's
acceptance or rejection of the change within fifteen (15) days after
receipt of notice of the change. Each Reinsurer that accepts any such
change will (a) assume that portion of any increase in MetLife's
liability, resulting from the change, that corresponds to the reinsured
portion of the Policies, and (b) receive credit for that portion of any
decrease in MetLife's liability, resulting from the change, that
corresponds to the reinsured portion of the Policies. The liabilities
of each Reinsurer that rejects any such change will be determined as
though no such change had occurred.
4. Reinstatements. If a Policy is reinstated into the MetLife Ordinary
Closed Block while this Agreement is in force, the reinsurance for such
Policy will be reinstated automatically and MetLife will pay each
Reinsurer the Reinsurer's quota share of all amounts received by the
MetLife Ordinary Life Closed Block in connection with the reinstatement
of the Policy.
5. No Extracontractual Damages. No Reinsurer assumes liability under this
Agreement for any damages, fines, penalties, costs or expenses, or
portion thereof, levied on or assessed against MetLife by any court or
regulatory body on the basis of negligence, oppression, malice, fraud,
fault, wrongdoing or bad faith by MetLife in connection with any claim
or for any other act or omission, unless such Reinsurer shall have
received prior notice of and shall have concurred prior to the actions
taken or not taken by MetLife that led to the levies or assessments, in
which case, such Reinsurer shall pay its share of such levy or
assessment.
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ARTICLE II. REINSURANCE PREMIUMS
1. Initial Reinsurance Premium. MetLife will pay to each Reinsurer an
"Initial Reinsurance Premium" in an amount equal to the Reinsurer's
quota share of the Policy Statutory Reserve, as described in Schedule
C, Paragraph 1, calculated as of the date of this Agreement.
2. Renewal Reinsurance Premium. Each Accounting Period, MetLife shall pay
to each Reinsurer a "Renewal Reinsurance Premium" in an amount equal to
the Reinsurer's quota share of the gross Policy premiums accrued during
the Accounting Period by MetLife, net of any premiums incurred under
any Existing Reinsurance as defined in Schedule B. The Renewal
Reinsurance Premiums paid to the Reinsurers by MetLife will be remitted
to the Reinsurers at the end of the Accounting Period during which the
gross premiums were accrued by MetLife.
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ARTICLE III. ALLOWANCE
1. Allowance. Each Reinsurer shall pay MetLife an "Allowance" for each
Accounting Period equal to the Ceding Commission as defined in
Paragraph 2 below plus the Expense Allowance as defined in Paragraph 3
below.
2. Ceding Commission. "Ceding Commission" means (a) times (b), where:
(a) equals the Ceding Commission Percent for the applicable
calendar year as set forth in Schedule F; and
(b) equals the Renewal Reinsurance Premium as defined in Article
II.
3. Expense Allowance. "Expense Allowance" means each Reinsurer's quota
share of (a) plus (b) where
(a) equals $10.00 times the number of Policies in force at the
beginning of the Accounting Period; and
(b) equals the Taxes and Assessments as defined in Paragraph 5
below.
4. Expenses. The allowance for any expenses incurred in connection with
the Policies is included in the Allowance described in Paragraph 1.
This Allowance is sufficient to cover anticipated allocable renewal
expenses incurred by MetLife on the Policies reinsured. The Reinsurers
will not reimburse MetLife for any other expenses incurred in
connection with the Policies.
5. Taxes and Assessments. "Taxes and Assessments" are the allowances for
any gross state and local premium taxes (including franchise taxes to
the extent measured solely by premiums) paid in cash on premiums
received in respect to the Policies, as well as additive state and
local taxes. Gross state and local premium taxes will be before offsets
and credits, including premium tax credits from guarantee fund
assessments. The Reinsurers will not reimburse MetLife for any other
taxes or assessments paid by MetLife in connection with the Policies.
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ARTICLE IV. MODIFIED COINSURANCE RESERVE ADJUSTMENT
1. Initial Reserve Adjustment. Simultaneously with the payment of the
Initial Reinsurance Premium, as described in Article II Paragraph 1, by
MetLife to the Reinsurers, each Reinsurer will pay MetLife an initial
reserve adjustment in an amount equal to the Modified Coinsurance
Reserve, determined in accordance with Schedule C, Paragraph 2,
calculated as of the date of this Agreement.
2. Modified Coinsurance Reserve Adjustment. The "Modified Coinsurance
Reserve Adjustment" will be computed each Accounting Period equal to
(a) minus (b) minus (c), where:
(a) equals the Modified Coinsurance Reserve, as defined in
Schedule C Paragraph 2, at the end of the current Accounting
Period on the Policies;
(b) equals the Modified Coinsurance Reserve, as defined in
Schedule C Paragraph 2, at the beginning of the current
Accounting Period, on the Policies; and
(c) equals the Modified Coinsurance Reserve Investment Credit, as
described in Schedule D.
3. In calculating a Terminal Accounting and Settlement payment, the
reference in (a) above to "the end of the current Accounting Period"
refers to the Terminal Accounting Date as described in Article IX
Paragraph 2.
4. For any Accounting Period in which the amount computed in Paragraph 2
above is positive, each Reinsurer will pay MetLife such amount. For any
Accounting Period in which the amount computed in Paragraph 2 above is
negative, MetLife will pay each Reinsurer the absolute value of such
amount.
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ARTICLE V. REIMBURSEMENT FOR BENEFIT PAYMENTS
1. Reimbursement for Benefit Payments. Each Reinsurer will pay MetLife a
"Reimbursement for Benefit Payments" equal to the Reinsurer's quota
share of the Benefit Payments defined in Paragraph 2.
2. Benefit Payments. "Benefit Payments", as referred to in this Agreement,
means the sum of the following items:
(a) death benefits incurred by MetLife in accordance with Policy
terms, net of any death benefit reimbursements accrued by
MetLife under Existing Reinsurance;
(b) matured endowments incurred by MetLife in accordance with
Policy terms, net of reimbursements for such endowments
accrued by MetLife under Existing Reinsurance;
(c) disability benefits incurred by MetLife in accordance with
Policy terms, net of reimbursements for the disability
benefits accrued by MetLife under Existing Reinsurance;
(d) surrender benefits and other fund withdrawals incurred by
MetLife in accordance with Policy terms, net of any surrender
value reimbursements accrued by MetLife under Existing
Reinsurance;
(e) the cash surrender value of Policies transferred to
nonforfeiture extended term insurance, net of any reserve
credit established by MetLife under Existing Reinsurance;
(f) interest credited to Policies by MetLife in accordance with
Policy terms, net of any reimbursements for such credits
accrued by MetLife under Existing Reinsurance; and
(g) dividends and any additional amounts incurred or credited by
MetLife arising from the declaration of interest, mortality or
expense more favorable than guaranteed on the Policies after
the date of this Agreement, net of any corresponding
reimbursements accrued by MetLife under Existing Reinsurance.
3. Liability and Payment. The Reinsurers will accept the decision of
MetLife with respect to the determination and payment of Policy Benefit
Payments. Each Reinsurer will pay the Reimbursement for Benefit
Payments in a lump sum to MetLife without regard to the form of
settlement by MetLife.
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ARTICLE VI. EXPERIENCE REFUND
1. General. For the period set forth in Paragraph 2, each Reinsurer will
pay an Experience Refund to MetLife equal to the Trial Experience
Refund detailed in Paragraph 3 below at the end of each Accounting
Period with respect to the reinsurance hereunder, if such Trial
Experience Refund is positive for that Accounting Period. If the Trial
Experience Refund is negative for the current Accounting Period, then
the Experience Refund is set equal to zero and the absolute value of
the negative amount will be carried forward and included in the
Memorandum Account calculation as described in Article VII, Paragraph
9, and will be offset against any future positive Trial Experience
Refunds in accordance with item (v) of part (b) of the formula detailed
in Paragraph 3 below.
2. Period. Each Reinsurer will pay an Experience Refund at the end of each
Accounting Period up to and including the last Accounting Period ending
prior to the tenth anniversary of the Reinsurance Agreement.
3. Trial Experience Refund. With respect to each Accounting Period, the
"Trial Experience Refund" for any Reinsurer will be equal to (a) minus
(b), where:
(a) equals the sum of:
(i) the Renewal Reinsurance Premium determined in
accordance with Article II; and
(ii) any Modified Coinsurance Reserve Adjustment payable
to the Reinsurer determined in accordance with
Article IV; and
(b) equals the sum of:
(i) the Reimbursement for Benefit Payments, determined in
accordance with Article V;
(ii) the Allowance determined in accordance with Article
III;
(iii) any Modified Coinsurance Reserve Adjustment payable
to MetLife determined in accordance with Article IV;
(iv) the Expense and Risk Charge determined in accordance
with Paragraph 2 of the Reinsurer's Certificate; and
(v) the balance of the Memorandum Account, as described
in Article VII, Paragraph 9, at the end of the
preceding Accounting Period, with accrued interest
thereon.
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ARTICLE VII. ACCOUNTING AND SETTLEMENTS
1. Accounting Period. Each "Accounting Period" under this Agreement will
be quarterly, except that: (a) the initial Accounting Period runs from
the date of this Agreement through the last day of the calendar quarter
during which the date of this Agreement falls, and (b) the final
Accounting Period runs from the end of the preceding Accounting Period
until the Terminal Accounting Date of this Agreement, as described in
Article IX, Paragraph 2.
2. Quarterly Accounting Reports. MetLife shall submit quarterly accounting
reports in the form of Schedule G to each Reinsurer for each Accounting
Period not later than forty-five (45) days after the end of each
Accounting Period. Such reports will include information on the amount
of the Initial Reinsurance Premium, Renewal Reinsurance Premium, the
Allowance, Benefit Payments, Experience Refund, Expense and Risk
Charge, Memorandum Account, Modified Coinsurance Reserve, Modified
Coinsurance Reserve Investment Credit, Policy cash value, and the
market and book value of the Asset Portfolio.
3. Quarterly Settlements.
(a) At the end of each Accounting Period, MetLife will pay each
Reinsurer the sum of:
(i) Renewal Reinsurance Premium determined in accordance
with Article II; and
(ii) any Modified Coinsurance Reserve Adjustment payable
to the Reinsurer determined in accordance with
Article IV.
(b) Simultaneously, the Reinsurer will pay MetLife the sum of:
(i) Reimbursement for Benefit Payments, determined in
accordance with Article V;
(ii) the Allowance determined in accordance with Article
III;
(iii) Any Modified Coinsurance Reserve Adjustment payable
to MetLife determined in accordance with Article IV;
and
(iv) Any Experience Refund determined in accordance with
Article VI.
4. Amounts Due Quarterly. Except as otherwise specifically provided in
this Agreement, all amounts due to be paid to either MetLife or each
Reinsurer under this Agreement will be determined on a net basis at the
end of each
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Accounting Period. Net amounts due the Reinsurer will be payable within
sixty (60) days after the end of each Accounting Period. Net amounts
due MetLife will be payable fifteen (15) days after the receipt of the
quarterly accounting report with respect to such Accounting Period.
5. Annual Accounting Reports. MetLife will provide annual accounting
reports to the Reinsurers within forty-five (45) days after the end of
the calendar year for which such reports are prepared. These reports
will contain sufficient information about the Policies to enable each
Reinsurer to prepare its annual financial reports and to verify the
information reported in Schedule G, and will include Exhibit 8
(Aggregate Reserve for Life Policies and Contracts) by reserve basis,
Page 7 (Analysis of Increase in Reserves and Deposit Funds During the
Year), Pages 24-25 (Exhibit of Life Insurance), Schedule S of the
Annual Statement and the Risk-Based Capital report.
6. Estimations. If the amounts required in Paragraph 3 above cannot be
determined by the dates described in Paragraph 4 above, on an exact
basis, such amounts will be estimated in accordance with reasonable
actuarial methods that will approximate the actual amounts. Adjustments
to payments based upon such estimates will then be made to reflect
actual amounts when such amounts become available.
7. Delayed Payments. For purposes of Paragraph 4 above, if there is a
delayed settlement of a payment due, interest will be payable for the
number of days from the due date through the date paid, at an
annualized rate equal to the sum of (i) the one month London Interbank
Offered Rate (LIBOR) as published by The Wall Street Journal at the end
of the Accounting Period plus (ii) 100 basis points.
8. Offset of Payments. All monies due either MetLife or a Reinsurer under
this Agreement will be offset against each other, dollar for dollar,
regardless of any insolvency of either party.
9. Memorandum Account. Should the settlement formula described in
Paragraph 3 above, produce an amount due MetLife, the Reinsurer will
pay such amount in cash or its equivalent within fifteen (15) days
after the quarterly accounting report is received by the Reinsurer.
Solely for the purpose of calculating Trial Experience Refunds, the
Terminal Settlement and any Supplementary Settlement as defined herein,
each Reinsurer will establish a "Memorandum Account" in which such
amounts paid to MetLife and all future such payments will accrue with
interest at the Memorandum Account Rate described in Paragraph 10
below. The balance of the Memorandum Account at the beginning of any
Accounting Period will equal absolute value of any negative Trial
Experience Refund determined in accordance with Article VI, Paragraph
3, for the preceding Accounting Period. These losses, and accrued
interest thereon, will be
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carried forward to subsequent Accounting Periods and will be a
deduction item in the calculation of future Trial Experience Refunds in
accordance with Article VI, Paragraph 3.
10. Memorandum Account Rate. The Memorandum Account Rate at the end of each
Accounting period will be equal to Modified Coinsurance Reserve
Investment Rate determined in accordance with Schedule D, Paragraph 1,
but not less than zero.
11. Tax Election. With respect to reinsurance ceded under the Agreement to
any Reinsurer that is subject to US taxation as represented in
Paragraph 4 of its Certificate, the parties shall make a joint
election, in accordance with Treas. Reg. 1.848-2(g)(8) (the
"Regulation"), issued December 28, 1992, under Section 848 of the Code,
and:
The party with the net positive consideration under this Agreement
shall capitalize specified policy acquisition expenses, with respect to
this Agreement, without regard to the general deductions limitations of
Section 848(c)(1) of the Code;
The election shall take effect as of the date of this Agreement and
shall remain in effect for all subsequent years that this Agreement
remains in effect; and
Each party shall attach a schedule to its federal income tax return for
its first taxable year ending after the election becomes effective that
identifies the agreements (including this agreement) for which joint
elections have been made under the Regulation.
Pursuant to this joint election:
each party shall exchange information pertaining to the amount of net
consideration under this Agreement to assure consistency or as may
otherwise be required by the Internal Revenue Service;
MetLife shall submit its calculation of the "net consideration" as
defined under Treas. Reg. 1.848-2(f) to the Reinsurer not later than
May 1st for each and every tax year for which this Agreement is in
effect;
The Reinsurer may challenge such calculation within ten (10) working
days of receipt of MetLife's calculation; and
The parties will act in good faith to reach agreement as to the correct
amount of net consideration whenever there is disagreement as to the
amount of net consideration, as determined under Treas. Reg.
1.848-2(f).
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ARTICLE VIII. DURATION, RECAPTURE AND TERMINATION
1. Duration. Except as otherwise provided herein, this Agreement is
unlimited in duration.
2. Reinsurer's Liability. The liability of each Reinsurer with respect to
any Policy reinsured hereunder will begin on the date of this
Agreement. The Reinsurer's liability with respect to any Policy
reinsured hereunder will terminate on the earliest of (i) the date such
Policy is recaptured; (ii) the date MetLife's liability on such Policy
is terminated; or (iii) the date this Agreement is terminated. In no
event shall this Paragraph be construed as providing a unilateral right
of the Reinsurer to terminate this Agreement.
3. Recapture. Reinsurance ceded to any Reinsurer hereunder may be
separately recaptured at MetLife's option:
(a) at any time following the fifth anniversary of the Reinsurance
Agreement, provided that each Reinsurer's liability will be
recaptured in proportion to the ratio of total liability
recaptured to the total liability then reinsured hereunder;
(b) in the event that the rating assigned to such Reinsurer by any
of A. M. Best Company for financial condition, operating
performance and market profile; Moody's Investors Service for
financial strength; or Standard and Poor's Corporation for
financial strength, as represented and warranted in the
Reinsurer's Certificate, shall be reduced by two grades, in
which case such recapture must be one hundred percent (100%)
of such Reinsurer's liability;
(c) if MetLife shall, for any reason, not be entitled to all
relevant statement credit for the cession of reinsurance to a
Reinsurer in its Annual Statement as filed in its domiciliary
state, in which case such recapture must be one hundred
percent (100%) of such Reinsurer's liability;
(d) in the event of a change in ultimate voting control of the
Reinsurer or its ultimate controlling person; provided,
further, that the Reinsurer shall notify MetLife of any such
change in voting control within five (5) days after the date
of such change; or
(e) in the event that the Reinsurer ceases to have the U.S. tax
status then represented and warranted in its Certificate:
provided, however, that MetLife may not effect a recapture
hereunder if the Reinsurer shall, as soon as practicable and
before the as of date of the next MetLife quarterly or annual
statement, agree to enter into
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the appropriate tax election agreement with MetLife similar to
that then currently in use hereunder for the Reinsurer's new
status.
MetLife will provide thirty (30) days advance notice prior to the
effective date of recapture. Such recapture will be subject to the
payment of a Terminal Accounting and Settlement as described in Article
IX.
4. Internal Replacements. Should MetLife, its affiliates, successors or
assigns, initiate a "Program of Internal Replacement" that includes any
of the Policies reinsured hereunder, MetLife will immediately notify
the Reinsurers. All solicited replacement policies will be treated as
recaptured rather than surrendered. Each Reinsurer may elect at its
sole option to treat either all policies reinsured hereunder as
recaptured or all policies of the issue year(s) in which policies were
internally replaced as recaptured. Such recapture will be subject to
the payment of a Terminal Accounting and Settlement by MetLife to the
Reinsurer as described in Article IX. For purposes of this Agreement,
the term "Program of Internal Replacement" means any effort by MetLife,
its affiliates, successors or assigns generally to solicit replacements
of Policies by which a Policy or any portion of the cash value of a
Policy is exchanged for another policy or contract that is not
reinsured under this Agreement; provided, however, that providing
unsolicited replacements at the request of a Policy owner shall not be
considered a Program of Internal Replacement.
5. Termination for Nonpayment of Amounts Due. If MetLife fails to pay the
Reinsurance Premiums or any other amounts due to a Reinsurer pursuant
to this Agreement within ninety (90) days after the end of any
Accounting Period, that Reinsurer may terminate this Agreement, subject
to thirty (30) days prior written notice to MetLife. If a Reinsurer
fails to pay the Reimbursement for Benefit Payments or any other
amounts due to MetLife pursuant to this Agreement, within sixty (60)
days after the receipt of the Quarterly Accounting Report, MetLife may
terminate this Agreement as to that Reinsurer, subject to thirty (30)
days prior written notice to the Reinsurer. Such termination will be
subject to the payment of a Terminal Accounting and Settlement as
described in Article IX Paragraph 3.
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ARTICLE IX. TERMINAL ACCOUNTING AND SETTLEMENT
1. Terminal Accounting. A Terminal Accounting and Settlement will take
place if: (1) any reinsurance under this Agreement is recaptured in
accordance with Article XIII Paragraph 6; (2) any portion or percentage
of all reinsurance under this Agreement is recaptured in accordance
with Article VIII, Paragraph 3; (3) the Policies are subject to a
Program of Internal Replacement as described in Article VIII, Paragraph
4; or (4) this Agreement is terminated.
2. Terminal Accounting Date. A "Terminal Accounting Date" will be the
earliest of: (1) the effective date of recapture pursuant to any notice
of recapture given under this Agreement; (2) the effective date of
termination pursuant to any notice of termination given under this
Agreement; or (3) such other date mutually agreed in writing.
3. Settlement. The Terminal Accounting and Settlement payment to any
Reinsurer will consist of:
(a) the quarterly settlement as provided in Article VII, Paragraph
3, computed as of the Terminal Accounting Date;
(b) payment by MetLife to the Reinsurer of a terminal reserve
equal to the Modified Coinsurance Reserve on the Policies as
of the Terminal Accounting Date;
(c) payment by the Reinsurer to MetLife of a terminal reserve
adjustment equal to the Modified Coinsurance Reserve on the
Policies as of the Terminal Accounting Date; and
(d) payment by MetLife to the Reinsurer of any Memorandum Account
as described in Article VII, Paragraph 9, as of the Terminal
Accounting Date.
If only a portion or a percentage of all of Policies is recaptured,
then the Terminal Accounting and Settlement payment described above
will be made only with respect to the portion or percentage of such
Policies recaptured.
4. Supplementary Accounting and Settlement. In the event that, subsequent
to the Terminal Accounting and Settlement as provided above, a change
is made with respect to any amounts due, a supplementary accounting
will take place pursuant to Paragraph 3 above. Any amount owed to
MetLife or to any Reinsurer by reason of such supplementary accounting
will be paid within fifteen (15) days following the completion thereof.
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ARTICLE X. METLIFE REPRESENTATIONS AND WARRANTIES
MetLife represents and warrants, to the best of its knowledge, the following:
1. Corporate Status. MetLife is duly licensed, qualified or admitted to do
business and is in good standing in all jurisdictions in which it is
required to be so qualified, licensed or admitted to do business by the
laws thereof.
2. Authority. MetLife has the full corporate power and authority to carry
out and perform its undertakings and obligations under this Agreement.
This Agreement has been duly and validly signed and delivered by
MetLife. MetLife shall at all times maintain in force all such legal
and regulatory authorizations as may be reasonably necessary or
appropriate for the performance of its obligations under this
Agreement.
3. MetLife Information. MetLife acknowledges that, at the Reinsurers'
request, it has provided certain information pertaining to the MetLife
Ordinary Life Insurance Closed Block for the Reinsurers' consideration.
This information included but is not limited to a copy of the
PricewaterhouseCoopers May 12, 2000 document captioned "Closed Block
Funding for MetLife US Traditional Life and US Industrial Life" that
was originally distributed to the New York State Insurance Department
(the "Department") as documentation related to the overall
demutualization process. MetLife represents that all factual
information that it provided to the Reinsurers is complete and accurate
as of the date of the document in which such information is contained.
MetLife further represents that any assumptions made in providing this
information were based upon informed judgment and are consistent with
sound actuarial principles. MetLife further represents that it is not
aware of any omissions, errors, changes or discrepancies that would
materially affect this information. MetLife acknowledges that the
Reinsurers have relied on this information and the foregoing
representations in entering into this Agreement. The preceding
representations and the information provided are not to be construed as
warranties by MetLife to any Reinsurer with respect to future
mortality, lapse, expense or investment experience of the Policies or
their associated liabilities and assets.
4. Other Reinsurance.
(a) As of the date of this Agreement, MetLife has in force, with
respect to the Policies, various cessions of reinsurance on a
coinsurance, YRT, excess or other basis (each an "Existing
Reinsurance") that it expects to continue in force under
reinsurance agreements that are listed in Schedule B. MetLife
reserves the right to recapture any Existing Reinsurance at
any time, provided that reinsurance provided by the terms of
this Agreement shall not be increased
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thereby as to any Reinsurer without the consent of the
Reinsurer, which consent will not be unreasonably withheld.
(b) MetLife may, from time to time, enter into other reinsurance
agreements affecting the Policies reinsured. MetLife must
provide written notification to the Reinsurers of any such
change. Each Reinsurer will provide written notification to
MetLife of the Reinsurer's acceptance or rejection of the
change within fifteen (15) days after receipt of notice of the
change. If the Reinsurer rejects any such change, the Policies
will be considered recaptured and subject to the payment of a
Terminal Accounting and Settlement as described in Article IX.
Upon acceptance of any such change, Schedule B will be updated
to reflect such change.
5. Administration. The Policies are subject to certain terms and
conditions specified by the Department for administration as a Closed
Block. Among other things, these terms and conditions require that
dividends will be apportioned annually by the MetLife Board of
Directors or the Committee thereof supervising the operations of the
MetLife Ordinary Life Closed Block in accordance with applicable law
and with objective of minimizing tontine effects and exhausting assets
allocated to the MetLife Ordinary Life Closed Block with the final
payment upon termination of the last Policy. MetLife will continue to
administer the Policies in the ordinary course of business in
accordance with the specified terms and conditions, as they may be
revised from time to time.
6. Tax Status. MetLife represents and warrants that it is subject to U. S.
taxation under Subchapter L of Chapter 1 of the Internal Revenue Code
of 1986 (the "Code").
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ARTICLE XI. REINSURER REPRESENTATIONS AND WARRANTIES
Each Reinsurer represents and warrants, to the best of its knowledge, the
following:
1. Corporate Status. The Reinsurer is duly licensed, qualified or admitted
to do business and is in good standing in all jurisdictions in which it
is required to be so qualified, licensed or admitted to do business by
the laws thereof.
2. Authority. The Reinsurer has the full corporate power and authority to
carry out and perform its undertakings and obligations under this
Agreement. This Agreement has been duly and validly signed and
delivered by Reinsurer. Reinsurer shall at all times maintain in force
all such legal and regulatory authorizations as may be reasonably
necessary or appropriate for the performance of its obligations under
this Agreement.
3. Ratings. The Reinsurer shall have stated in its Certificate the
ratings, as of the date of this Agreement, issued to it by A. M. Best
Company for financial condition, operating performance and market
profile; Moody's Investors Service for financial strength; and Standard
and Poor's Corporation for financial strength. Each Reinsurer shall
notify MetLife of any subsequent change in such ratings within five (5)
days after of the date that a change is announced.
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<PAGE> 19
ARTICLE XII. ARBITRATION
1. All disputes and differences between MetLife and any Reinsurer will be
decided by arbitration, regardless of the insolvency of either party,
unless the liquidator, receiver or statutory successor is specifically
exempted from an arbitration proceeding by applicable law.
2. Either party may initiate arbitration by providing written notification
to the other party that sets forth (a) a brief statement of the
issue(s); (b) the failure of the parties to reach agreement; and (c)
the date of the demand for arbitration.
3. The arbitration panel shall consist of three arbitrators who must be
impartial and each of whom must, at that time, either be accredited as
an arbitrator by ARIAS-US or be an active or former officer of a life
insurance or reinsurance company other than the parties or their
affiliates.
4. Each party shall select an arbitrator within thirty (30) days from the
date of the demand. If either party shall refuse or fail to appoint an
arbitrator within the time allowed, the party that has appointed an
arbitrator may notify the other party that, if it has not appointed its
arbitrator within the following ten (10) days, the arbitrator will
appoint an arbitrator on its behalf. Within thirty (30) days of the
appointment of the second arbitrator the two (2) arbitrators shall
select the third arbitrator, who must also be, at that time, accredited
by ARIAS-US as an umpire. If the two arbitrators fail to agree on the
selection of the third arbitrator within the time allowed, the Umpire
Selection Procedures of ARIAS-US, as in force at that time, shall be
used to select the third arbitrator.
5. The arbitrators shall interpret this Agreement as an honorable
engagement rather than merely as a legal obligation and shall consider
equitable principles as well as industry custom and practice regarding
the applicable insurance and reinsurance business. The arbitrators are
released from judicial formalities and shall not be bound by strict
rules of procedure and evidence.
6. The arbitrators shall determine all arbitration schedules and
procedural rules and may, in their discretion, use applicable ARIAS-US
forms and procedures. Organizational and other meetings will be held in
New York, NY, unless the arbitrators shall otherwise provide. The
arbitrators shall decide all matters by majority vote.
7. The decisions of the arbitrators shall be final and binding on both
parties. The arbitrators may, in their discretion, award costs and
expenses, as they deem appropriate, including but not limited to legal
fees and interest. Judgment may be entered upon the final decisions of
the arbitrators in any
17
<PAGE> 20
court of competent jurisdiction. The arbitrators may not award any
exemplary or punitive damages.
8. Unless the arbitrators shall provide otherwise, each party will be
responsible for (a) all fees and expenses charged by its respective
counsel, accountants, actuaries and other representatives in connection
with the arbitration and (b) one-half of the expenses of the
arbitration, including the fees of the arbitrators.
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<PAGE> 21
ARTICLE XIII. INSOLVENCY
1. Insolvency. In the event of the insolvency, liquidation or
rehabilitation of MetLife or the appointment of a liquidator, receiver
or statutory successor of MetLife, the reinsurance provided hereunder
shall be payable by the Reinsurers directly to MetLife or to its
liquidator, receiver or statutory successor on the basis of the
liability of MetLife under the Policies without diminution because of
such insolvency, liquidation, rehabilitation or appointment or because
such liquidator, receiver or statutory successor of MetLife has failed
to pay any or a portion of any claims.
2. Notice To Reinsurers. In any such event, the liquidator, receiver or
statutory successor of MetLife shall give the Reinsurers written notice
of the pendency of each claim against MetLife on a Policy within a
reasonable time after each such claim is filed in the insolvency,
liquidation or rehabilitation proceeding.
3. Claim Defenses. During the pendency of any such claim, each Reinsurer
may, at its own expense, investigate such claim and interpose in the
proceeding in which such claim is to be adjudicated any defense or
defenses that the Reinsurer may reasonably deem available to MetLife or
its liquidator, receiver or statutory successor. The expenses incurred
in connection therewith by the Reinsurer shall be chargeable, subject
to court approval, against MetLife as part of the expenses of such
insolvency, liquidation or rehabilitation to the extent of any benefit
that accrues to MetLife solely as a result of the defense or defenses
undertaken by the Reinsurer.
4. Two or More Reinsurers. If two or more Reinsurers are involved in the
same claim and a majority in interest elects to interpose a defense to
such claim, the expense shall be apportioned in accordance with the
terms hereof as though such expense had been incurred by MetLife.
5. No Enlargement of Obligations. The provisions of this Article shall
neither change the relationship or status of the parties or enlarge the
obligations established under this agreement between MetLife and any
Reinsurer, except as specifically provided, nor create any additional
obligations or establish any further rights against either MetLife or
any Reinsurer in favor of any other persons not parties to this
Agreement.
6. Recapture Right. MetLife may, in its discretion recapture all
reinsurance ceded with respect to any Reinsurer at any time during
which such Reinsurer may be insolvent, as defined below, subject to the
payment of a Terminal Accounting and Settlement, and any Supplemental
Settlements that may be necessary or appropriate, as described in
Article IX, Paragraphs (3) and (4). As used in the preceding sentence,
"Insolvency"
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<PAGE> 22
shall mean: (a) the filing of a voluntary petition for liquidation by
or on behalf of the Reinsurer; (b) any assignment for the benefit of
creditors of the Reinsurer; or (c) the appointment of a liquidator,
receiver or statutory successor of the Reinsurer.
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<PAGE> 23
ARTICLE XIV. NON-ADMITTED REINSURANCE
1. Letters Of Credit. If MetLife shall, at any time, reasonably determine
that a Letter of Credit ("LOC") that complies with the provisions of
New York Insurance Department Regulation 133, Part 79 of Title 11 of
the Compilation of Codes, Rules and Regulations of the State of New
York is or may be necessary for MetLife to obtain any associated
regulatory statement credit for reinsurance ceded to a Reinsurer under
this Agreement, MetLife shall notify the Reinsurer that an LOC in a
specified principal amount shall be required hereunder.
2. Application. The Reinsurer, as the applicant for such LOC, shall, upon
obtaining MetLife's advance approval of a proposed issuing bank (the
"Bank"), which approval shall not be unreasonably withheld, promptly
apply for and secure issuance of an LOC to MetLife, as beneficiary, in
the specified principal amount; provided, however, that the Bank shall
not issue the LOC until MetLife shall have approved the amount of the
Bank LOC fee; and provided, further, that MetLife shall, as of the date
of the LOC, reimburse the Reinsurer for the net amount of the Bank LOC
fee paid by the Reinsurer; provided, however, that MetLife shall have
not direct liability hereunder to the Bank.
3. Stipulations. The LOC may be drawn at any time, notwithstanding any
other provisions herein and may be utilized by MetLife or any successor
by operation of law, including without limitation any liquidator,
rehabilitator or receiver of MetLife for the following purposes:
(a) to reimburse MetLife for the Reinsurer's share of Policy
premiums returned on account of cancellations;
(b) to reimburse MetLife for the Reinsurer's share of surrenders
and benefits or losses paid by MetLife under the terms and
provisions of the Policies;
(c) to fund an account with MetLife in an amount at least equal to
the ceded reinsurance deduction from MetLife's Policy
liabilities hereunder, which amount shall include, but not be
limited to, amounts for Policy reserves, reserves for claims
and losses incurred (including losses incurred but not
reported), loss adjustment expenses and unearned premiums;
provided, however, that MetLife will pay interest on funds
held under this provision at the rate published in The Wall
Street Journal for prime corporate loans at the majority of
large U. S. money center commercial banks, which rate shall be
adjusted on the last day of each month; and
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<PAGE> 24
(d) to pay any other amounts that MetLife claims to be due
hereunder with respect to the Policies.
MetLife will return any amounts drawn on the LOC in excess of the
actual amounts required for subparagraphs (a), (b) and (c) of this
paragraph or, in the case of subparagraph (d) of this paragraph, any
amounts that are subsequently determined not to be due.
All of the foregoing provisions are to be applied without diminution
because of insolvency on the part of either party.
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<PAGE> 25
ARTICLE XV. GENERAL PROVISIONS
1. Policy Administration. MetLife will administer the Policies and will
perform all accounting for such Policies. Claim settlements made by
MetLife in good faith, including compromises, shall be unconditionally
binding on the Reinsurers.
2. Audit. Upon reasonable advance notice, each Reinsurer may, at a
reasonable location or locations to be designated by MetLife, audit any
and all books, records, statements, correspondence, reports and other
documentation that relate to the Policies. MetLife shall provide a
reasonable workspace during normal business hours for such audit and
shall cooperate with and disclose and produce any and all documentation
reasonably requested by the auditors. The Reinsurer shall keep all
information disclosed or produced for audit, including all audit
reports and analyses, confidential as provided herein.
3. Annual Statement. "Annual Statement" means the Annual Statement
prepared in accordance with the rules of the National Association of
Insurance Commissioners and filed with the Department. If the Annual
Statement blank is changed or modified, such that any item described
herein does not appear on the pages, exhibits, columns and lines
referred to herein, or if it should be eliminated or combined with
other amounts or if the basis set out in the Annual Statement blank for
calculation of any item herein should be modified so that the
calculation is not consistent with the calculation of the such item
described herein, then such item will be determined in accordance with
a method proposed by MetLife with the consent of the Reinsurers, which
consent shall not be unreasonably withheld.
4. Errors and Omissions. Any inadvertent errors or omissions on the part
of one party occurring in connection with this Agreement or any
transaction hereunder shall not relieve the other party from any
liability to the first party that would have otherwise attached had
such error or omission not occurred, provided that such error or
omission is rectified as soon as practicable after discovery.
5. Indemnification and Limitation of Liability. MetLife and each Reinsurer
will indemnify and hold the other, its affiliates, directors, officers,
employees and all other persons and entities acting on behalf of or
under the control of any of them harmless from and against any and all
claims, including reasonable legal expenses, that result from any
negligent, dishonest, malicious, fraudulent or criminal act or omission
or arising out of or related to any incorrect representation, warranty
or obligation of this Agreement or any failure or breach of this
Agreement by the indemnifying party, its directors, officers,
employees, other representatives or any other person
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<PAGE> 26
or entity acting on behalf of or under the control of any of them. In
no event shall any party to this Agreement be liable to any other party
for punitive, indirect or consequential damages arising under this
Agreement for any cause whatsoever, whether or not such party has been
advised or could have foreseen the possibility of such damages.
6. Assignment, Retrocessions and Securitizations. MetLife may not assign
this Agreement or any rights, duties or obligations hereunder without
the prior written consent of the Reinsurers. Each Reinsurer shall
retain its quota share obligations hereunder net for its own account
and no Reinsurer may assign, retrocede or securitize this Agreement or
any rights, duties or obligations hereunder without the prior written
consent of MetLife; provided, however, that this requirement shall not
apply (a) to retrocessions by a Reinsurer to another reinsurer that is
under common control with such Reinsurer or (b) to the Reinsurer's
general excess retrocessions in the Reinsurer's ordinary course of
business.
7. Amendment and Non Waiver. This Agreement may be amended only by written
agreement of the parties. Any change or modification to this Agreement
shall be null and void unless made by amendment to this Agreement and
signed by both parties. No waiver by either party of any default by the
other party 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 the parties shall be deemed to establish any custom or
usage waiving or modifying any provision hereof. The failure of either
party to enforce any part of this Agreement shall not constitute a
waiver by such party of its right to do so, nor shall it be deemed to
be an act of ratification or consent.
8. Severability. In the event that any provision or term of this Agreement
shall be held by any court to be invalid, illegal or unenforceable, all
of the other terms and provisions shall remain in full force and effect
to the extent that their continuance is practicable and consistent with
the original intent of the parties. In addition, if provisions are held
invalid, illegal or unenforceable, the parties will attempt in good
faith to renegotiate the Agreement to carry out its original intent.
9. Survival. All of the provisions of this Agreement, to the extent
necessary to carry out the purposes of this Agreement or to ascertain
and enforce the parties' rights hereunder, shall survive the
termination of this Agreement.
10. Choice of Law, Forum and Consent to Service. This Agreement is subject
to and is to be interpreted in accordance with the laws of the State of
New York without regard to the New York choice of law rules. While the
parties contemplate that all disputes will be decided through
arbitration as
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<PAGE> 27
provided herein, in the event of any legal proceedings, the parties
shall submit to the exclusive jurisdiction of courts of the State of
New York and the United States of America located in the City of New
York and shall abide by the final decision of such courts. Each
Reinsurer hereby designates the Superintendent of Insurance of the
State of New York as its true and lawful attorney upon whom may be
served any lawful process in any action, suit or proceeding instituted
by or on behalf of MetLife arising out of the Agreement. Process
accepted by the Superintendent on behalf of a Reinsurer shall be
forwarded to the Reinsurer at the address specified in the Reinsurer's
Certificate.
11. Settlements. All reinsurance settlements shall be effected through
offsetting balances, electronic funds transfers or as the parties may
otherwise agree in order to carry out the purposes of this agreement.
12. Notices.
(a) Written notices to MetLife under this Agreement shall be
effective when delivered to MetLife at the following address:
Roberto Baron, Vice President and Senior actuary
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
or such other address as MetLife may designate in writing as
to its own address; provided, however, that any notice of
change of address shall be effective only upon receipt.
(b) Written notices to a Reinsurer under this Agreement shall be
effective when delivered to the Reinsurer at the address
specified in the Reinsurer's Certificate or such other address
as the Reinsurer may designate in writing as to its own
address, provided, however, that any notice of change of
address shall be effective only upon receipt.
13. Confidentiality. All records and information obtained from or on behalf
of MetLife are confidential and shall not be disclosed by any
Reinsurer; provided, however, that this obligation of confidentiality
shall not apply (a) if and to the extent that disclosure by a Reinsurer
is required by applicable law or any court, government agency or
regulatory authority or by subpoena or discovery request in pending
litigation; (b) if the information is or becomes available from public
information (other than as a result of prior unauthorized disclosure by
the Reinsurer); (c) if the information is or was received from a third
party not known by the Reinsurer to be under a confidentiality
obligation with regard to such information; or (d) if the information
was in the possession of the Reinsurer (having been received
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<PAGE> 28
on a non-confidential basis) other than by reason of the reinsurance
provided pursuant to this Agreement. In the event that a Reinsurer
becomes legally compelled to disclose any secret or confidential
information, the Reinsurer will give prompt written notice of that fact
to MetLife so that MetLife may seek an appropriate remedy to prevent
such disclosure.
14. Agents, Intermediaries and Representatives. All negotiations relative
to this Agreement and the transactions contemplated hereby, including
all communications and payments, have been and will be carried out by
MetLife and the Reinsurers and designated agents thereof directly and
without the intervention of any person in such manner as to give rise
to any valid claim by any other person against MetLife for a finder's
fee, brokerage, commission or similar payment. Any communication or
payment delivered by MetLife to a designated agent, intermediary or
representative of a Reinsurer shall be deemed delivered to such
Reinsurer and no delivery of a communication or payment by a Reinsurer
to its agent, intermediary or representative shall be deemed delivered
to MetLife until actual receipt by MetLife.
15. Independent Contractor. The parties shall be deemed to be independent
contractors, each with full control over its respective business
affairs and operations. The Agreement shall not be construed as a
partnership or joint venture and neither party hereto shall be liable
for any obligations incurred by the other party except as expressly
provided herein.
16. Schedules, Certificates and Captions. Schedules attached hereto are
made a part of this Agreement. The Reinsurers' Certificates attached
hereto are made a part of this Agreement as between MetLife and the
respective signatories. Captions are provided for reference only and
are not made a part of this agreement.
17. Rules of Construction. Each party acknowledges that, in the negotiation
and drafting of this Agreement, it has been represented by and has
relied upon the advice of counsel of its choice; that its counsel has
had a substantial role in the drafting and negotiation of this
Agreement; and, therefore, that the rule of construction that any
ambiguities are to be resolved against the drafting party shall not be
applied in the interpretation of this Agreement.
18. Counterparts. This Agreement and each Reinsurer's Certificate may be
signed simultaneously in any number of counterparts, each of which
shall be deemed an original, and all of which shall constitute one and
the same instrument as to the respective signatories.
19. Entire Agreement. This Agreement, including the Schedules attached
hereto and the Reinsurers' Certificates, as to their respective
signatories,
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<PAGE> 29
supersede all prior discussions and agreements between MetLife and the
Reinsurers and constitute their sole and entire agreement with respect
to the Policies and there are no understandings between the parties
other than as expressed in the Agreement.
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<PAGE> 30
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the date first above written.
METROPOLITAN LIFE INSURANCE COMPANY
By: _____________________________
Title: ____________________________
EUROPEAN REINSURANCE COMPANY OF ZURICH
By: _____________________________
Title: _____________________________
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<PAGE> 31
SCHEDULE A POLICIES AND RISKS REINSURED
1. Policies and Risks Reinsured. The Policies and risks reinsured under
this Agreement are MetLife's net liability on the policies and riders
in the MetLife Ordinary Life Closed Block, as defined in Paragraph 2
below, that are in force as of the date of this Agreement. "Net
liability" means MetLife's net retained liability on all Policies.
2. MetLife Ordinary Life Closed Block. "MetLife Ordinary Life Closed
Block" means the ordinary life policies and certain associated riders
and benefits that were issued by MetLife and included in the closed
block established pursuant to MetLife's Plan of Reorganization (the
"Plan of Reorganization") Under Section 7312 of the New York Insurance
Law as adopted on September 28, 1999 (and as amended and restated by
amendments dated November 3, 1999 and November 16, 1999 and as amended
by amendment dated March 9, 2000) by the Board of Directors. These
policies include the types of policies listed in Paragraph 3, which
generally constitute all of the classes of United States dollar
denominated ordinary life insurance policies that were issued by
MetLife for which MetLife has a currently payable dividend scale. A
policy is included in the closed block only if it was either (a) in
force on any date between December 31, 1998 and April 7, 2000 or (b)
issued after April 7, 2000 (i) pursuant to a completed application that
is received prior to April 7, 2000 at MetLife's administrative offices
together with all required medical and other underwriting information
and payment of the full initial premium and (ii) as applied for in
accordance with the terms of the application. All associated riders and
benefits to any policy in the closed block are also included in the
closed block, with the exception of any rider or benefit for dividend
accumulations, dividends with interest or dividends left on deposit.
3. Types of Policies. The following types of policies are included in the
MetLife Ordinary Life Closed Block except for policies which continue
as extended term insurance:
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<PAGE> 32
<TABLE>
<CAPTION>
Plan Code Description
1 Ordinary Life
3, 8 Single Premium Whole Life
100-101 Whole Life
102 Whole Life with Reduced Premium Guaranteed for 5 Years
110 Life Paid-Up at Age 75
110 Life Paid-Up at Age 70 - Intermediate - Age Corrections at Ages 66 & Over
115 15 Payment Life
120, 122 20 Payment Life
127 - 128 Juvenile 20-Payment Life
130 30-Payment Life
134 United Services - 34 Month LPL
146 United Services - 46 Month LPL
165 Life Paid-Up at Age 65
170 Life Paid-Up at Age 70
175 Life Paid-Up at Age 75
183 Whole Life Paid Up at 85
186 15-Year Income Family Protection for 20 Year
192 Double Protection
194 Life Premium Reduced
195 Mortgage Redemption on Whole Life Paid-Up at 85 Ord. Rates
200 20 PLAP
208-209 20 Payment Life
340 United Services 34-Month LPL
415 15-Year Endowment
420 20-Year Endowment
425 25-Year Endowment
430 30-Year Endowment
460 United Services 46-Month LPL
460 Endowment at Age 60
461 Retirement Income at Age 60 - Male
465 Endowment at Age 65
475 Endowment at Age 75
480 Endowment at Age 80
483 Endowment at Age 85
580 United Services 58-Month LPL
650 Double Protection
657 DP65 with Options
658-659 Double Protection at Age 65
861 Modified Endowment Life Option
861 Option Life or Endowment
881 Limited Payment Life with Deferred Annuity
902 Century 21
937 Decreasing Insurance Whole Life
</TABLE>
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<PAGE> 33
<TABLE>
<CAPTION>
Plan Code Description
941 Life Premium Reduced
951 Mortgage Redemption Whole Life - Paid up At Age 85 Ord. Rates
960 Single Premium Paid-Up Whole Life
961 Mortgage Redemption Whole Life - Intermediate Rates
962 Single Premium Paid-Up Whole Life
965 Single Premium Paid-Up Whole Life
976 Limited Payment Life
981 Convertible Limited Payment Life Paid-Up Life Option Only
1000 Whole Life
1001 Modified Insurance Life (Economatic)
1003-1004 Executive Equity US / NY
1005 Whole Life
1006 Modified Insurance Life (Economatic)
1007 Whole Life
1008-1009 Life paid-Up at Age 88 (Executive Equity)
1010 Whole Life with Cost of Living Rider
1011 Whole Life
1012 Modified Insurance Life (Economatic)
1013-1014 Life Paid-Up at Age 85 (Executive Equity)
1015 Whole Life with Cost of Living Rider
1016 Whole Life
1017 Modified Insurance Life (Economatic)
1018-1019 Life Paid-Up at Age 85 (Executive Equity)
1020 Modified Premium Life (Estate Builder)
1021 Whole Life with Cost of Living Rider
1022 Life Paid-Up at Age 90
1023 Whole Life Reduced Premiums Guaranteed for 5 Years
1024 Whole Life Revised
1025 Modified Premium Life (Estate Builder)
1026 Whole Life with Cost of Living Rider
1027 Life Paid-UP at Age 90
1029 Whole Life Revised
1030 Joint Life
1031 Whole Life Without Extra Protection Issue ages 45 and Under
1032 Joint Life
1033 Life Paid-Up at age 90
1034 Modified Insurance Life (Economatic)
1036 Whole Life Without Extra Protection Issue ages 45 and Under
1038 Life Paid-Up at age 90
1039 Modified Insurance Life (Economatic)
1040 Whole Life
1041 Opt 15 Payment Life
1042 Whole Life With Return Of Cash Value Benefit
1043 Life Paid-Up at 90 under $10,000
1044 Whole Life with Cost of Living Rider
1045 Whole Life
1047 Whole Life With Return Of Cash Value Benefit
1048 Life Paid-Up at 90 under $10,000
1049 Whole Life with Cost of Living Rider
1050 5-Payment Life
1052 Whole Life
1053 Whole Life Paid-up at age 95
</TABLE>
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<TABLE>
<CAPTION>
Plan Code Description
1054 Whole Life Revised
1055 Whole Life
1057 Whole Life
1058 Whole Lie Paid-up at age 95
1059 Whole Life Revised
1064, 1069 Modified Insurance Life (Economatic)
1072 Life Paid-Up at Age 98
1074 Whole Life with Cost of Living Rider
1075 Modified Premium Life (Estate Builder)
1077 Life Paid-Up at Age 98
1079 Whole Life with Cost of Living Rider
1080 Joint Life
1081 Life Paid-Up at Age 98
1082 Joint Life
1083 Metromatic Life at Age 95
1085 Life Paid-Up at Age 98
1086 Whole Life Without Extra Protection Issue ages 45 and under
1087 Life Paid-Up at Age 98
1090 Whole Life - 8% Fixed Loan Rate
1091 Life Paid-Up at Age 90 - 8% Fixed Loan Rate
1092 Whole Life Paid-Up at Age 95 - Montana
1095 Whole Life - 8% Fixed Loan Rate
1096 Life Paid-Up at Age 90 - 8% Fixed Loan Rate
1097 Life Paid-Up at Age 98
1100, 1103 10-Payment Life
1104 Life Paid-Up at Age 98 - Group Conversion
1105, 1108 10-Payment Life
1109 Life Paid-Up at Age 98
1120-1123 Modified Insurance Life (Economatic) - without Combination Dividend Option
1124 Life Paid-Up at Age 98
1125-1128 Modified Insurance Life (Economatic) - without Combination Dividend Option
1145 Life Paid-Up at Age 98
1150 15-Payment Life
1152 Life Paid-Up at Age 98
1153 15-Payment Life
1154 Life Paid-Up at Age 98
1155 15-Payment Life
1156-1157 Life Paid-Up at Age 98
1158 15-Payment Life
1169-1170 Life Paid-Up at Age 98
1175 Life Paid-Up at Age 98
1180-1184 Life Paid-Up at Age 98
1187-1188 Life Paid-Up at Age 98
1191-1192 Life Paid-Up at Age 98
1199 Life Paid-Up at Age 98
1200-1209 20-Payment Life
1240 24-Payment Life
1250 25-Payment Life
1260 26-Payment Life
1300, 1303 30-Payment Life
1304 Life Paid-Up at Age 98
</TABLE>
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<TABLE>
<CAPTION>
Plan Code Description
1305 30-Payment Life
1306-1307 Life Paid-Up at Age 98
1308 30-Payment Life
1309-1312 Metromatic Whole Life
1313-1316 Metromatic Enriched Whole Life
1320 Life Paid-Up at Age 98
1321-1322 Whole Life - Group Conversions
1323-1324 Whole Life - 8% Fixed Loan Rate
1399 Life Paid-Up at Age 98
1406-1409 Voluntary Permanent Whole Life
1410-1411 Life Paid-Up at Age 98
1416-1424 Life Paid-Up at Age 98
1425-1429 Life Paid-Up at Age 98 - Group Conversions
1482-1496 Life Paid-Up at Age 98
1501 50-Payment Life
1501-1504 Qualified Whole Life
1505-1508 Qualified Life Paid-Up at 95
1520-1531 Whole Life
1532-1537 Life Paid-Up at Age 95
1538-1541 Metromatic - Whole Life
1550, 1553 Life Paid-Up at Age 55
1555, 1558 Life Paid-Up at Age 55
1571-1594 Whole Life
1600 Life Paid-Up at Age 60
1601 Life Paid-Up at Age 98 - Group Conversion
1603, 1605 Life Paid-Up at Age 60
1608 Life Paid-Up at Age 60
1620, 1625 Life Paid-Up at Age 62
1626-1649 Qualified Whole Life
1650, 1653 Life Paid-Up at Age 65
1655 Life Paid-Up at Age 65
1657-1659 Life Paid-Up at Age 65
1660-1680 Life Paid-Up at 95
1681-1688 Whole Life - Group Conversions
1689-1695 Life Paid-Up at 95 Group Conversions
1701-1704 Qualified Whole Life
1705-1708 Qualified Life Paid-Up at 95
1720-1731 Whole Life
1732-1737 Life Paid-Up at 95
1738-1741 Metromatic - Whole Life
1750, 1756 Life Paid-Up at age 75
1771-1794 Whole Life
1801-1806 Whole Life
1807-1812 Life Paid-Up at 95
1813-1833 Qualified Life Paid-Up at 95
1834-1848 Qualified Life Paid-Up at Age 98
1850-1852 Whole Life Paid-Up At Age 85
1855 Juvenile Whole Life Paid-Up at 85
1858-1859 Juvenile Whole Life Paid-Up at 85
1860-1880 Life Paid-Up at 95
1900-1907 Young Business & Professional Man's
</TABLE>
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<TABLE>
<CAPTION>
Plan Code Description
1910-1917 YBP Preferred Risk
1920-1922 Pension Insurance Policy
1922 Qualified Life Paid-Up at Age 90
1923 Qualified Whole Life
1923 Pension Insurance Policy
1925-1928 Pension Insurance Policy
1930 Qualified Life Paid-Up at age 90
1930-1932 Pension Insurance Policy
1932 Qualified Life Paid-Up at age 90
1933 Pension Insurance Policy
1933 Qualified Whole Life
1935-1938 Pension Life Insurance Policy
1939-1953 Qualified Life Paid-Up at Age 98
1954-1958 Life Paid-Up at Age 98 - Group Conversion
1959-1961 Qualified Whole Life
1962-1964 Qualified Life-Paid Up at 95
1965 Whole Life Group Conversion
1966 Life-Paid Up at 95 Group Conversion
1967-1970 Metromatic Whole Life (Group Managed)
1971-1974 Metromatic Enriched Whole Life (Group Managed)
1975-1978 Pension Life Insurance Policy
1978 Qualified Whole Life
1979-1984 Flexible Whole Life
1985 Pension Life Insurance Policy
1985 Qualified Life Paid-Up at age 90
1986-1987 Pension Life Insurance Policy
1987 Qualified Life Paid-Up at age 90
1988 Pension Life Insurance Policy
1988 Qualified Whole Life
1995 Flexible Whole Life- Group Conversion
2000 Whole Life Family Income
2060 Supplementary Paid-Up - Metromatic - 20 Yr. IBSR
2063 Supplementary Paid-Up - (UL) - Spouse Term Insurance Benefit
2104 Supplementary Paid-Up - 10 Yr. IBSR
2109-2110 Supplementary Paid-Up - 10 Yr. IBSR
2160 Supplementary Paid-Up - 10 Yr. IBSR
2192 Supplementary Paid-Up - Spouse 1YT (ULA-UM)
2202 10-Year Income Family Protection for 20 Years
2203 15-Year Income Family Protection for 20 Years
2203-2204 Supplementary Paid-Up - 20 Yr. IBSR
2204 20 Year Family Protection for 20 Years
2208-2209 Supplementary Paid-Up - 20 Yr. IBSR
2303-2304 Supplementary Paid-Up - 30 Yr. IBSR
2308-2309 Supplementary Paid-Up - 30 Yr. IBSR
2506-2511 Supplementary Paid-Up - 20 Yr. IBSR
2524-2529 Supplementary Paid-Up - Spouse 1 YT
2536-2541 Supplementary Paid-Up - Spouse 10 YT
2556-2557 Supplementary Paid-Up - Metromatic - Spouse 10 YT
2602-2604 Family Protection to Age 60
2616-2621 Supplementary Paid-Up - 10 Yr. IBSR
2628-2633 Supplementary Paid-Up - 30 Yr. IBSR
</TABLE>
34
<PAGE> 37
<TABLE>
<CAPTION>
Plan Code Description
2650 Whole Life Paid-Up At Age 65 Family Income
2664-2667 Supplementary Paid-Up - 10 Yr. IBSR
2672-2675 Supplementary Paid-Up - 20 Yr. IBSR
2680-2683 Supplementary Paid-Up - 30 Yr. IBSR
2706-2711 Supplementary Paid-Up - 20 Yr. IBSR
2724-2729 Supplementary Paid-Up - Spouse 1YT
2736-2741 Supplementary Paid-Up - Spouse 10 YT
2756-2757 Supplementary Paid-Up - Metromatic - Spouse 10 YT
2816-2821 Supplementary Paid-Up - 10 Yr. IBSR
2828-2833 Supplementary Paid-Up - 30 Yr. IBSR
2850 Whole Life Paid-Up at age 85 Family Income
2864-2867 Supplementary Paid-Up - 10 Yr. IBSR
2872-2875 Supplementary Paid-Up - 20 Yr. IBSR
2880-2883 Supplementary Paid-Up - 30 Yr. IBSR
4041 Opt 15 Year Endowment
4100-4109 10 Year Endowment
4150-4159 15 Year Endowment
4200-4209 20-Year Endowment
4250 25 Year Endowment
4300-4309 30-Year Endowment
4500-4509 Endowment at Age 50
4550-4559 Endowment at Age 55
4600-4609 Endowment at Age 60
4620, 4622 Endowment at Age 62
4625, 4627 Endowment at Age 62
4650-4655 Endowment at Age 65
4657-4659 Endowment at Age 65
4664 Endowment at Age 65
4700 Endowment at Age 70
4750 Endowment at Age 75
4800 Endowment at Age 80
4850 Endowment at Age 85
4853 Endowment at Age 85
4855, 4858 Endowment at Age 85
4885, 4888 Endowment at Age 88
4900-4901 Endowment at Age 90
5103 Single Premium 10-Year Endowment
5108 Single Premium 10-Year Endowment
5133 Single Premium 13-Year Endowment
5143 Single Premium 14-Year Endowment
5153 Single Premium 15-Year Endowment
5163 Single Premium 16-Year Endowment
5173 Single Premium 17-Year Endowment
5183-5184 Single Premium 18-Year Endowment
5189 Single Premium 18-Year Endowment
5193 Single Premium 19-Year Endowment
5203, 5208 Single Premium 20-Year Endowment
5213-5214 Single Premium 21-Year Endowment
5219 Single Premium 21-Year Endowment
5223 Single Premium 22-Year Endowment
</TABLE>
35
<PAGE> 38
<TABLE>
<CAPTION>
Plan Code Description
5233 Single Premium 23-Year Endowment
5243 Single Premium 24-Year Endowment
5253-5254 Single Premium 25-Year Endowment
5259 Single Premium 25-Year Endowment
5263 Single Premium 26-Year Endowment
5273 Single Premium 27-Year Endowment
5283 Single Premium 28-Year Endowment
5293 Single Premium 29-Year Endowment
5303 Single Premium 30-Year Endowment
5313 Single Premium 31-Year Endowment
5323 Single Premium 32-Year Endowment
5333 Single Premium 33-Year Endowment
5343 Single Premium 34-Year Endowment
5353 Single Premium 35-Year Endowment
5403 Single Premium 40-Year Endowment
5503 Single Premium Endowment at Age 50
5553 Single Premium Endowment at Age 55
5563 Single Premium Endowment at Age 56
5573 Single Premium Endowment at Age 57
5603 Single Premium Endowment at Age 60
5608 Endowment At Age 60
5632, 5637 Family Endowment At Age 62
5642, 5647 Family Anniversary At Age 62
5650 Endowment At Age 65 Family Income
5653, 5658 Single Premium Endowment at Age 65
5660-5667 Family Endowment at 65
5670-5672 Anniversary Family E65
5675-5677 Family Anniversary Endowment at 65
5803 Single Premium Endowment at Age 80
5851 Endowment at Age 85 Increased Indemnity
5853 Single Premium Endowment at Age 85
5860-5862 Family Endowment at Age 85
5864-5867 Family Endowment at Age 85
5870-5872 Family Anniversary Endowment at 85
5875-5877 Family Anniversary Endowment at 85
5951 Mortgage Redemption Endowment at Age 85 - Ord. Rates
5961 Mortgage Redemption Endowment at Age 85 - Int. Rates
5973-5974 Endowment Specials
5976 Endowment Specials Include Joint 20 Yr. End.
5981 Convertible Limited Payment Life - Paid-Up Endowment
6100-6102 10 Year Endowment - Individual Retirement Annuity
6105, 6107 10 Year Endowment - Individual Retirement Annuity
6170 Education-Estate Builder End. at Age 17
6180 Education-Estate Builder End. at Age 18
6190 Education-Estate Builder End. at Age 19
6200 Education-Estate Builder End. at Age 20
6200, 6202 20 Year Endowment Individual Retirement Annuity
6205, 6207 20 Year Endowment Individual Retirement Annuity
6210 Education-Estate Builder End. at Age 21
6220 Education-Estate Builder End. at Age 22
6230 Education-Estate Builder End. at Age 23
</TABLE>
36
<PAGE> 39
<TABLE>
<CAPTION>
Plan Code Description
6240 Education-Estate Builder End. at Age 24
6250 Education-Estate Builder End. at Age 25
6550-6551 Retirement Income at Age 55
6600-6601 Retirement Income at Age 60
6650 Retirement Income at Age 65 - Male
6650 Endowment at Age 65 Individual Retirement Annuity
6651 Retirement Income at Age 65 - Female
6651 Endowment at Age 65 Individual Retirement Annuity Premium Continuation
Option
6655 - 6656 Endowment at Age 65 Individual Retirement Annuity Premium Continuation
Option
7101 Educational Fund/Endowment Maturing in 10 Years
7111 Educational Fund/Endowment Maturing in 11 Years
7121 Educational Fund/Endowment Maturing in 12 Years
7131 Educational Fund/Endowment Maturing in 13 Years
7141 Educational Fund/Endowment Maturing in 14 Years
7151 Educational Fund/Endowment Maturing in 15 Years
7161 Educational Fund/Endowment Maturing in 16 Years
7171 Educational Fund/Endowment Maturing in 17 Years
7181 Educational Fund/Endowment Maturing in 18 Years
7191 Educational Fund/Endowment Maturing in 19 Years
7201 Educational Fund/Endowment Maturing in 20 Years
8000-8038 Survivorship Whole Life
8100 Family Security 10-Year Term
8101-8102 Joint Reducing Term Life (Joint Mortgage Term) - 10 Yr - 8%
8110 Family Security 11-Year Term
8120 Family Security 12-Year Term
8130 Family Security 13-Year Term
8140 Family Security 14-Year Term
8150 Family Security 15-Year Term
8151-8152 Joint Reducing Term Life (Joint Mortgage Term) - 15 Yr - 8%
8160 Family Security 16-Year Term
8170 Family Security 17-Year Term
8180 Family Security 18-Year Term
8190 Family Security 19-Year Term
8200 Family Security 20-Year Term
8201-8202 Joint Reducing Term Life (Joint Mortgage Term) - 20 Yr - 8%
8210 Family Security 21-Year Term
8220 Family Security 22-Year Term
8230 Family Security 23-Year Term
8240 Family Security 24-Year Term
8250 Family Security 25-Year Term
8251-8252 Joint Reducing Term Life (Joint Mortgage Term) - 25 Yr - 8%
8260 Family Security 26-Year Term
8270 Family Security 27-Year Term
8280 Family Security 28-Year Term
8290 Family Security 29-Year Term
8300 Family Security 30-Year Term
8301-8302 Joint Reducing Term Life (Joint Mortgage Term) - 30 Yr - 8%
8310 Family Security 31-Year Term
8320 Family Security 32-Year Term
</TABLE>
37
<PAGE> 40
<TABLE>
<CAPTION>
Plan Code Description
8330 Family Security 33-Year Term
8340 Family Security 34-Year Term
8350 Family Security 35-Year Term
8360 Family Security 36-Year Term
8370 Family Security 37-Year Term
8380 Family Security 38-Year Term
8390 Family Security 39-Year Term
8400 Family Security 40-Year Term
8410 Family Security 41-Year Term
8420 Family Security 42-Year Term
8430 Family Security 43-Year Term
8440 Family Security 44-Year Term
8450 Family Security 45-Year Term
8460 Family Security 46-Year Term
8470 Family Security 47-Year Term
8480 Family Security 48-Year Term
8490 Family Security 49-Year Term
8500 Family Security 50-Year Term
8510 Family Security 51-Year Term
8520 Family Security 52-Year Term
8530 Family Security 53-Year Term
8540 Family Security 54-Year Term
9001-9002 Supplementary Paid-Up Spouse
9006-9007 Supplementary Paid-Up Spouse
9011-9013 General Motors Dealers
9014-9016 Guaranteed Issue Premiums Guaranteed
9017-9019 Guaranteed Issue Premiums Not Guaranteed
9054, 9059 Supplementary Paid-Up 5 YT on Surviving Spouse
9100 10 Year Mortgage Term
9102 10 Year Term with Uniform Annual Decreases
9103 10 Year Mortgage Term
9104 10 Year Mortgage/Scheduled 1 Year Term Insurance
9105 10 Year Mortgage Term
9106-9107 10 Year Term with Uniform Annual Decreases
9108-9109 10 Year Mortgage Term
9111-9112 Wholesale 1 and 2 Year Terms
9140, 9143 10 Year Term with Uniform Annual Decreases
9144-9145 10 Year Term with Uniform Annual Decreases
9147-9148 10 Year Term with Uniform Annual Decreases
9150 15-Year Mortgage Term
9152 15 Year Single Life Decreasing Term
9153 15 Year Mortgage Term
9154 15 Year Mortgage/Scheduled 1 Year Term Insurance
9155 15 Year Mortgage Term
9156 15 Year Term Annual Decreases
9157 15 Year Mortgage/Scheduled 1 Year Term Insurance
9158-9159 15 Year Mortgage Term
9190, 9193 15 Year Term with Uniform Annual Decreases
9194-9195 15 Year Term with Uniform Annual Decreases
9197-9198 15 Year Term with Uniform Annual Decreases
9200 20-Year Mortgage Term
</TABLE>
38
<PAGE> 41
<TABLE>
<CAPTION>
Plan Code Description
9202 20 Year Single Life Decreasing Term
9203-9209 20 Year Mortgage Term
9240 20 Year Term with Uniform Annual Decreases
9243-9245 20 Year Term with Uniform Annual Decreases
9247-9248 20 Year Term with Uniform Annual Decreases
9250 25-Year Mortgage Term
9251 Mortgage Term with Premiums Payable for Entire duration of Ins. Coverage
9252 25 Year Term with Uniform Annual Decreases
9253 25 Year Mortgage Term
9254 25 Year Mortgage/Scheduled 1 Year Term Insurance
9255 25 Year Mortgage Term
9256 25 Year Single Life Decreasing Term
9257 25 Year Mortgage/Scheduled 1 Year Term Insurance
9258-9259 25 Year Mortgage Term
9290, 9293 25 Year Term with Uniform Annual Decreases
9294-9295 25 Year Term with Uniform Annual Decreases
9297-9298 25 Year Term with Uniform Annual Decreases
9300 30-Year Mortgage Term
9301 Mortgage Term with Premiums Payable for Entire Duration of Insurance Coverage
9302 30 Year Term with Uniform Annual Decreases
9303 30 Year Mortgage Term
9304 30 Year Mortgage/Scheduled 1 Year Term Insurance
9305 30 Year Mortgage Term
9306 30 Year Term Uniform Annual Decreases - 71 Rates
9307 30 Year Schedule Mortgage Term
9307-9309 30 Year Mortgage Term
9311-9312 1 Yr Term Insurance Cost of Living Policy with CPI Increases
9313 One Year Renewable Term Policy
9314 One Year Renewable Convertible
9316-9317 1 Yr Term Insurance Cost of Living Policy with CPI Increases
9318-9320 One Year Renewable Convertible Term Policy
9325 One Year Renewable Convertible
9340, 9343 30 Year Term with Uniform Annual Decreases
9344-9345 30 Year Term with Uniform Annual Decreases
9347-9348 30 Year Term with Uniform Annual Decreases
9353 5 Year Renewable Non-Convertible Term
9353-9354 5 Year Renewable Convertible term
9358-9359 5 Year Renewable Convertible term
9402-9403 10 Year Renewable Convertible Term
9404 10 Year Convertible Non-Renewable
9407-9408 10 Year Renewable Convertible Term
9409 10 Year Convertible Non-Renewable
9453 15-Year Renewable Term
9454 15 Year Convertible Non-Renewable Term
9503 20-Year Renewable Term
9510-9515 Term Specials
9650 Term to Age 65
9652 Uniform Annual Decreasing Term to Age 65
9653 Supplementary Paid-Up on Wife $5000 Basis
9653 Term to Age 65
9654 Supplementary Paid-Up Term 65 on Surviving Spouse (Spouse is a Male)
</TABLE>
39
<PAGE> 42
<TABLE>
<CAPTION>
Plan Code Description
9655 Supplementary Paid-Up on Wife $5000 Basis
9656 Uniform Annual Decreasing Term to Age 65 - 71 Rates
9658 Term to Age 65
9659 Supplementary Paid-Up Term 65 on Surviving Spouse (Spouse is a Female)
9660, 9663 Supplementary Paid-Up E65 Family
9665, 9668 Supplementary Paid-Up E65 Family
9690, 9693 Uniform Annual Decreasing Term to Age 65
9694 9695 Uniform Annual Decreasing Term to Age 65
9697, 9698 Uniform Annual Decreasing Term to Age 65
9710-9715 Term Specials
9725, 9728 Uniform Annual Decreasing Term To Age 65
9853, 9855 Supplementary Paid-Up on Wife - Family E85
9860, 9863 Supplementary Paid-Up on Husband - Family E85 with Income Benefit
9865, 9868 Supplementary Paid-Up on Wife - Family E85 with Income Benefit
9870 Term and Annuity
9950 Mortgage Redemption Term, Ordinary Rates
9960 Mortgage Redemption Term, Intermediate Rates
9971, 9973 Term Specials
9976, 9978 Term Specials
</TABLE>
40
<PAGE> 43
SCHEDULE B EXISTING REINSURANCE
<TABLE>
<CAPTION>
UNIQUE IDENTIFIER EFFECTIVE NAIC GROUP NAIC FEDERAL ID NAME OF REINSURER TYPE OF
DATE CODE COMPANY NUMBER REINS.
CODE
C1.010198.41-1366075.YRT 01/01/98 761 90611 41-1366075 ALLIANZ LIFE INS. CO. OF NORTH AMER YRT/I
C1.040177.41-1366075.YRT 04/01/77 761 90611 41-1366075 ALLIANZ LIFE INSURANCE COMPANY OF N YRT/I
C1.021577.44-0188050.YRT 02/15/77 1169 61492 44-0188050 BUSINESS MEN'S ASSURANCE COMPANY YRT/I
C1.010177.36-0947200.YRT 01/01/77 218 62413 36-0947200 CNA INSURANCE COMPANIES YRT/I
C1.030171.13-2572994.YRT 03/01/71 80 86258 13-2572994 COLOGNE LIFE REINSURANCE YRT/I
C1.070153.06-0303370.YRT 07/01/53 901 62308 06-0303370 CONNECTICUT GENERAL LIFE INSURANCE YRT/I
C1.010198.36-0947200.YRT 01/01/98 218 62413 36-0947200 CONTINENTAL ASSURANCE COMPANY YRT/I
C1.010198.36-0947200.YRT 01/01/98 218 62413 36-0947200 CONTINENTAL ASSURANCE COMPANY YRT/I
C1.020185.48-1024691.YRT 02/01/85 350 68276 48-1024691 EMPLOYERS REASSURANCE CORPORATION YRT/I
C1.123192.AA-1460045.YRT 12/31/92 AA-1460045 EURPOPAISHE ALLGEMINE RUCKUERS YRT/I
C1.080196.62-1003368.YRT 08/01/96 604 87017 62-1003368 GERLING GLOBAL LIFE REINSURANCE COM YRT/I
C1.010198.62-1003368.YRT 01/01/98 604 87017 62-1003368 GERLING GLOBAL LIFE REINSURANCE COM YRT/I
C1.080196.AA-1560034.YRT 08/01/96 AA-1560034 LA MUTUELLE DU MANS ASSURANCE YRT/I
C1.100176.35-0472300.YRT 10/01/76 20 65676 35-0472300 LINCOLN NATIONAL LIFE INSURANCE COM YRT/I
C1.040177.58-0828824.YRT 04/01/77 361 66346 58-0828824 MUNICH AMERICAN REASSURANCE COMPANY YRT/I
C1.021877.06-0493340.YRT 02/18/77 403 67814 06-0493340 PHOENIX HOME LIFE MUTUAL INSURANCE YRT/I
C1.010189.43-1235868.YRT 01/01/89 241 93572 43-1235868 RGA REINSURANCE COMPANY YRT/I
C1.010198.84-0499703.YRT 01/01/98 229 68713 84-0499703 SECURITY LIFE OF DENVER INSURANCE C YRT/I
C1.011166.22-1211670.YRT 01/11/66 22-1211670 SERVICEMEN'S GROUP LIFE INSURANCE C YRT/I
C1.080196.13-1562932.YRT 08/01/96 181 67016 13-1562932 SWISS RE LIFE (MERCANTILE & GENERA YRT/I
C1.040177.13-1562932.YRT 04/01/77 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA YRT/I
C1.010198.13-1562932.YRT 01/01/98 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA YRT/I
C1.033077.13-1562932.YRT 03/30/77 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA (M&G) YRT/I
C1.030169.13-1562932.YRT 03/01/69 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA (SBL) YRT/I
C1.032889.13-1562932.YRT 03/28/89 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA(LIFER YRT/I
C1.010198.13-1562932.YRT 01/01/98 181 67016 13-1562932 SWISS RE LIFE COMPANY AMERICA(LIFER YRT/I
C1.112183.38-0397420.YRT 11/21/83 509 80659 38-0397420 THE CANADA LIFE ASSURANCE COMPANY YRT/I
C1.030177.95-1060502.YRT 03/01/77 468 67121 95-1060502 TRANSAMERICA OCCIDENTAL LIFE INSURA YRT/I
C1.080196.95-1060502.YRT 08/01/96 468 67121 95-1060502 TRANSAMERICA OCCIDENTAL LIFE INSURA YRT/I
C1.010198.95-1060502.YRT 01/01/98 468 67121 95-1060502 TRANSAMERICA OCCIDENTAL LIFE INSURA YRT/I
C1.010177.AA-1122019.YRT 01/01/77 AA-1122019 WORLD WIDE REASSURANCE COMPANY LTD. YRT/I
</TABLE>
41
<PAGE> 44
SCHEDULE C RESERVES
1. Statutory Reserve. The term "Statutory Reserve", as used in this
Agreement with respect to the Policies, means (a) - (b) where:
(a) is the sum of the following items that pertain to reinsurance
liabilities hereunder:
(i) Aggregate reserve as shown on line 1 of page 3 of the
Annual Statement;
(ii) Dividends as shown on line 7.1 of page 3 of the
Annual Statement;
(iii) Premiums paid in advance as shown on line 9 of page 3
of the Annual Statement;
(iv) Interest Maintenance Reserve as shown on line 11.4 of
page 3 of the Annual Statement, allowing negative
balances to the extent that such negative balances
are offset by other positive balances in MetLife's
company-wide calculation of Interest Maintenance
Reserve; and
(v) Allocated Asset Valuation Reserve calculated
according to Paragraph 3 below; and
(b) is the net deferred and uncollected premiums as shown in line
15 of page 2 of the Annual Statement.
2. Modified Coinsurance Reserve. The "Modified Coinsurance Reserve" equals
each Reinsurer's quota share of the Statutory Reserve.
3. Allocated Asset Valuation Reserve. The "Allocated Asset Valuation
Reserve" will be divided into subcomponents corresponding to the
subcomponents of MetLife's Asset Valuation Reserve as presented on page
41 of the Annual Statement, namely the "fixed income other than
mortgage loan" subcomponent, the "mortgage loan" subcomponent, the
"common stock" subcomponent and the "real estate and other invested
asset" subcomponent, each of which represents the portion of the
corresponding subcomponent of MetLife's Asset Valuation Reserve that is
allocable to the Asset Portfolio.
At the date of this Agreement, each subcomponent of the Allocated Asset
Valuation Reserve will equal (a) times (b) divided by (c), where:
42
<PAGE> 45
(a) equals MetLife's total Asset Valuation Reserve as of the end
of the calendar quarter first prior to the date of this
Agreement for the corresponding subcomponent;
(b) equals the Reserve Objective for such subcomponent of the
Asset Portfolio calculated using the NAIC procedures for the
calculation of the Asset Valuation Reserve as of the end of
the calendar quarter first prior to the date of this
Agreement; and
(c) equal MetLife's Reserve Objective as of the end of the
calendar quarter first prior to the date of this Agreement for
the corresponding subcomponent.
At the end of each Accounting Period thereafter the subcomponent of the
Allocated Asset Valuation Reserve will be rolled forward as though the
Asset Portfolio represented the assets of a standalone company using
the rules applicable to the Asset Valuation Reserve; provided, however,
that:
(1) the tax rate used in calculating Realized Capital
Gains/(Losses) Net of Taxes, as shown on lines 2 and
2a of page 41 of the Annual Statement, will be the
marginal tax rate in effect at the time used by
MetLife in the calculation of its company-wide Asset
Valuation Reserve;
(2) Transfers between the default and equity components,
as shown on line 10 of page 41 of the Annual
statement, will be calculated if, at the end of the
prior Accounting Period, the Memorandum Account as
described in Article VII, Paragraph 9 is zero; and
(3) Voluntary Contributions, as shown on line 11 of page
41 of the Annual Statement, will be set to zero.
43
<PAGE> 46
SCHEDULE D MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT
1. Modified Coinsurance Reserve Investment Earned Rate. The Modified
Coinsurance Reserve Investment Rate for any Accounting Period will be
equal to (a) / [(b)-.5x(a)], where:
(a) equals the net investment income and realized and unrealized
capital gains and losses, calculated by MetLife in accordance
with Exhibit 2, Exhibit 3 and Exhibit 4 of the Annual
Statement, during the current Accounting Period with respect
to the Asset Portfolio, described in Schedule E; and
(b) equals the average of the statutory values of the assets in
the Asset Portfolio as of the beginning and the end of the
Accounting Period. For purposes of this section, the statutory
value of the assets in the Asset Portfolio includes accrued
investment income less the amount of any borrowing associated
with the closed block.
2. Modified Coinsurance Reserve Investment Credit. The Modified
Coinsurance Reserve Investment Credit for any Accounting Period will be
equal to the Modified Coinsurance Reserve Investment Rate determined
according to Paragraph 1 times the Modified Coinsurance Reserve as of
the beginning of the accounting period.
3. Item 1(a) of the Modified Coinsurance Reserve Investment Earned Rate
formula, described above, will not be adjusted for income taxes or
changes in any provision for income taxes.
44
<PAGE> 47
SCHEDULE E ASSET PORTFOLIO
1. Asset Portfolio. The Asset Portfolio is composed of those assets
supporting the policies described in Schedule A the statement value of
which will at all times equal or exceed the Statutory Reserve, as
defined in Schedule C. The Asset Portfolio consists of:
(a) all assets in the MetLife Ordinary Life Closed Block
portfolio, and
(b) additional assets maintained in separately identified segments
outside of the MetLife Ordinary Life Closed Block portfolio.
2. MetLife will retain, control and own all assets held in the Asset
Portfolio. Throughout the duration of this Agreement, the Asset
Portfolio will continue to be managed in accordance with the laws and
regulations of MetLife's domiciliary jurisdiction and the guidelines
promulgated by MetLife's Board of Directors.
3. At inception, MetLife shall promptly identify to the Reinsurers (a) any
assets for which no Asset Valuation Reserve component exists and (b)
any derivatives in the Asset Portfolio that do not specifically hedge
another asset in the Asset Portfolio. MetLife shall promptly notify the
Reinsurers at any time that an asset of the type described in (a) or a
derivative described in (b) above is added to or deleted from the Asset
Portfolio.
45
<PAGE> 48
SCHEDULE F CEDING COMMISSIONS
1. The Ceding Commission Percent is a function of the calendar year of the
Accounting Period as set forth in the following table:
2000 - 4.36%
2001 - 3.07%
2002 - 2.09%
2003 - 1.37%
2004 - 1.32%
2005 - 1.28%
2006 - 1.25%
2007 - 1.22%
2008 and later - 1.20%
46
<PAGE> 49
SCHEDULE G QUARTERLY REPORT FORMAT
<TABLE>
<CAPTION>
SAMPLE QUARTERLY STATEMENT OF ACTIVITY Annual 100% Met Reinsurer's
Statement Ordinary Quota Share
Reference Closed Block
Quota Share 0.00%
1. Reinsurance premiums
a. Direct Premium Exh. 1, line
20a
b. Premiums due under Existing Reinsurance Exh. 1, line
20c
c. Total reinsurance premium = a - b
2. Benefit payments
a. Death benefits p4, line 8
b. Maturity values p4, line 9
c. Disability Benefits p4, line 11
d. Surrender values p4, line 12
e. Interest on policy and contract funds p4, line 14
f. Policyholder dividends p4, line 28
g. Total benefit payments = a + b + c + d + e + f
3. Commissions and allowances
a. % of premium ceding commission for the year
b. Number of in-force policies at the end of the prior accounting
period
c. State and local premium taxes, including franchise p4, line 23
taxes to the extent measured solely by premiums and
additive state income taxes
d. Total commissions and allowances = (a x 1a ) + ($10 x b) + c
4. Modco adjustment
a. Modco reserve at the end of the current accounting period
b. Modco reserve at the end of the prior accounting period
c. Modco investment credit = (line 4 from Modco Investment Credit
worksheet) x 4b above
d. Modco adjustment = a - b - c
5. Experience Refund
a. Risk charge
b. Memorandum Account at the end of the prior accounting period
c. Applicable interest rate on the Memorandum Account 0.00%
d. Experience Refund due = 1c - 2g - 3d - 4d - a - b x (1 + c), not
less than $0
6. Quarterly cash settlement = 1c - 2g - 3d - 4d - 5d
7. Memorandum Account = 5b x (1 + 5c) - 1c + 2g + 3d + 4d + 5a, not less than $0
8. Statutory Reserve and Liability net of deferred and uncollected premiums end
of current accounting period
a. Reserve for life policies and contracts p3, line 1, EOP
b. Dividend liability p3, line 7.1,
EOP
c. Premiums paid in advance p3, line 9, EOP
d. Interest Maintenance Reserve p3, line 11.4,
EOP
e. Asset Valuation Reserve p41, line 13,
EOP
f. Deferred and uncollected premium p2, line 15,
EOP
g. Statutory Reserve EOP = a + b + c + d + e - f
9. Statutory Reserve and Liability net of deferred and uncollected premiums end
of prior accounting period
a. Reserve for life policies and contracts p3, line 1, BOP
</TABLE>
47
<PAGE> 50
b. Dividend liability p3, line 7.1,
BOP
c. Premiums paid in advance p3, line 9,
BOP
d. Interest Maintenance Reserve p3, line 11.4,
BOP
e. Asset Valuation Reserve p41, line 13,
BOP
f. Deferred and uncollected premium p2, line 15,
BOP
g. Statutory Reserve BOP = a + b + c + d + e - f
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<PAGE> 51
<TABLE>
<CAPTION>
SAMPLE QUARTERLY CALCULATION OF MODCO INVESTMENT Annual MetLife Additional Total
CREDIT Statement Ordinary Assets
Reference Closed Block
1. Assets end of accounting period
a. Subtotal invested assets end of p2, line 11,
accounting period EOP
b. Investment income due and accrued end p2, line 17,
of accounting period EOP
c. Borrowed money and interest thereon p3, line 22,
end of accounting period EOP
d. Assets end of period = a + b - c
2. Assets end of prior accounting period
a. Subtotal invested assets end of prior p2, line 11,
accounting period BOP
b. Investment income due and accrued end p2, line 17,
of prior account period BOP
c. Borrowed money and interest thereon p3, line 22,
end of prior accounting period BOP
d. Assets end of prior accounting period = a + b - c
3. Investment income
a. Net investment income P4, line 4
b. Realized capital gains before tax Exh. 3, line
9, col 4
c. Unrealized capital gains Exh. 4, line
9, col 4
d. Investment income = a + b + c
4. Modco investment earned rate = 3d / (.5 x (1d + 2d - 3d)) 0.00%
</TABLE>
49
<PAGE> 52
<TABLE>
<CAPTION>
Sample Quarterly Report - Invested Assets Annual Statement MetLife Additional Total
End of Accounting Period Reference Ordinary Assets
Closed Block
Bonds p2, line 1, EOP
Preferred stock p2, line 2.1, EOP
Common stock p2, line 2.2, EOP
Mortgage loans - First liens p2, line 3.1, EOP
Mortgage loans - Other than first p2, line 3.2, EOP
liens
Properties occupied by the company p2, line 4.1, EOP
Properties acquired in satisfaction p2, line 4.2, EOP
of debt
Investment real estate p2, line 4.3, EOP
Policy loans p2, line 5, EOP
Premium notes p2, line 6, EOP
Cash and short term investments p2, line 7, EOP
Other invested assets p2, line 8, EOP
Receivable for securities p2, line 9, EOP
Aggregate write-in p2, line 10, EOP
Subtotal Invested Assets
</TABLE>
<TABLE>
<CAPTION>
Sample Quarterly Report - Invested Assets Annual Statement MetLife Additional Total
End of Prior Accounting Period Reference Ordinary Assets
Closed Block
Bonds p2, line 1, BOP
Preferred stock p2, line 2.1, BOP
Common stock p2, line 2.2, BOP
Mortgage loans - First liens p2, line 3.1, BOP
Mortgage loans - Other than first p2, line 3.2, BOP
liens
Properties occupied by the company p2, line 4.1, BOP
Properties acquired in satisfaction p2, line 4.2, BOP
of debt
Investment real estate p2, line 4.3, BOP
Policy loans p2, line 5, BOP
Premium notes p2, line 6, BOP
Cash and short term investments p2, line 7, BOP
Other invested assets p2, line 8, BOP
Receivable for securities p2, line 9, BOP
Aggregate write-in p2, line 10, BOP
Subtotal Invested Assets
</TABLE>
50
<PAGE> 53
INTERESTS AND LIABILITIES CERTIFICATE
51
<PAGE> 54
INTERESTS AND LIABILITIES CERTIFICATE
Under and Part of the
REINSURANCE AGREEMENT
Dated as of October 1, 2000
Between
METROPOLITAN LIFE INSURANCE COMPANY
AND
MUNICH AMERICAN REASSURANCE COMPANY
This Interests and Liabilities Certificate, which is effective as of the date of
the within Reinsurance Agreement (the "Agreement"), certifies:
1. Quota Share. The Reinsurer's quota share shall be ten percent (10%).
2. Expense and Risk Charge. The Expense and Risk Charge for an Accounting
Period shall equal the sum of (a) thirty five ten thousanths percent
(0.0035%) times the Modified Coinsurance Reserve as of the beginning of
the Accounting Period and (b) the reasonable cost of limiting, reducing
or mitigating risk exposure of any assets described in Schedule E,
paragraph 3.
3. Current Ratings.
The Reinsurer's current A.M. Best, Standard and Poor's and Moody's
ratings are as follows: A.M. Best A+; Standard & Poor's AAA; and not
rated by Moody's.
4. Tax Status.
The Reinsurer represents and warrants that it is subject to U. S.
taxation under Subchapter L of Chapter 1 of the Code or Subpart F of
Part III of Subchapter N of Chapter 1 of the Code.
5. New York Authorization. The Reinsurer represents and warrants that it
is an authorized insurer in the State of New York; provided, further,
that the Reinsurer shall notify MetLife within five (5) days of any
change in that status and, in the event that the Reinsurer ceases to be
an authorized insurer in the State of New York and fails, before the as
of date of the next MetLife quarterly or annual financial statements,
to provide an LOC or Trust that would support MetLife's statement
credit, if required by MetLife,
51
<PAGE> 55
then MetLife shall have a right to recapture as otherwise provided in
Article VIII, Paragraph (3).
6. Address. The Address of the Reinsurer is: Munich American Reassurance
Company, 56 Perimeter Center East, N.E., Atlanta, Georgia 30346-2290.
IN WITNESS WHEREOF, the Reinsurer has caused this Certificate to be signed as of
the date of the Agreement.
By:__________________
Title:________________
52
<PAGE> 56
INTERESTS AND LIABILITIES CERTIFICATE
Under and Part of the
REINSURANCE AGREEMENT
Dated as of October 1, 2000
Between
METROPOLITAN LIFE INSURANCE COMPANY
AND
EUROPEAN REINSURANCE COMPANY OF ZURICH
ACTING THROUGH ITS BERMUDA BRANCH
This Interests and Liabilities Certificate, which is effective as of the date of
the within Reinsurance Agreement (the "Agreement"), certifies:
1. Quota Share. The Reinsurer's quota share shall be forty five percent
(45%).
2. Expense and Risk Charge. The Expense and Risk Charge for an Accounting
Period shall equal the sum of (a) three one thousanths percent (0.003%)
times the Modified Coinsurance Reserve as of the beginning of the
Accounting Period and (b) the reasonable cost of limiting, reducing or
mitigating risk exposure of any assets described in Schedule E,
paragraph 3.
3. Current Ratings.
The Reinsurer's current A.M. Best, Standard and Poor's and Moody's
ratings are respectively as follows: A++ Superior, AAA and Aaa.
4. Tax Status.
The Reinsurer represents and warrants that it is not subject to U. S.
taxation under Subchapter L of Chapter 1 or the Code or Subpart F of
Part III of Subchapter N of Chapter 1 of the Code.
5. New York Authorization. The Reinsurer represents and warrants that it
is not an authorized insurer in the State of New York; provided,
further, that the Reinsurer shall notify MetLife within five (5) days
of any change in that status.
51
<PAGE> 57
6. Address. The Address of the Reinsurer is: European Reinsurance Company
of Zurich, 8 Par La Ville Rd, Hamilton Bermuda, HM08
IN WITNESS WHEREOF, the Reinsurer has caused this Certificate to be signed as of
the date of the Agreement.
By:__________________
Title:_________________
52
<PAGE> 58
INTERESTS AND LIABILITIES CERTIFICATE
Under and Part of the
REINSURANCE AGREEMENT
Dated as of October 1, 2000
Between
METROPOLITAN LIFE INSURANCE COMPANY
AND
ZURICH INSURANCE COMPANY, BERMUDA BRANCH
This Interests and Liabilities Certificate, which is effective as of the date of
the within Reinsurance Agreement (the "Agreement"), certifies:
1. Quota Share. The Reinsurer's quota share shall be five percent (5%).
2. Expense and Risk Charge. The Expense and Risk Charge for an Accounting
Period shall equal the sum of (a) thirty three ten thousanths percent
(0.0033%) times the Modified Coinsurance Reserve as of the beginning of
the Accounting Period and (b) the reasonable cost of limiting, reducing
or mitigating risk exposure of any assets described in Schedule E,
paragraph 3.
3. Current Ratings.
The Reinsurer's current A.M. Best, Standard and Poor's and Moody's
ratings are respectively as follows: A+, AA and Aa1.
4. Tax Status.
The Reinsurer represents and warrants that it is not subject to U. S.
taxation under Subchapter L of Chapter 1 of the Code or Subpart F of
Part III of Subchapter N of Chapter 1 of the Code.
5. New York Authorization. The Reinsurer represents and warrants that it
is not an authorized insurer in the State of New York; provided,
further, that the Reinsurer shall notify MetLife within five (5) days
of an