REINSURANCE AGREEMENT
BETWEEN
METLIFE INVESTORS INSURANCE COMPANY
AND
METROPOLITAN LIFE INSURANCE COMPANY
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TABLE OF CONTENTS
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PREAMBLE 3
ARTICLE I. REINSURANCE DEFINITION 4
ARTICLE II. REINSURANCE PREMIUMS 5
ARTICLE III. ALLOWANCE 6
ARTICLE IV. MODIFIED COINSURANCE RESERVE ADJUSTMENT 7
ARTICLE V. INDEMNIFICATION FOR BENEFIT PAYMENTS 8
ARTICLE VI. ACCOUNTING AND SETTLEMENTS 10
ARTICLE VII. DURATION, RECAPTURE AND TERMINATION 13
ARTICLE VIII. TERMINAL ACCOUNTING AND SETTLEMENT 15
ARTICLE IX. THE CEDENT REPRESENTATIONS AND WARRANTIES 17
ARTICLE X. REINSURER REPRESENTATIONS AND WARRANTIES 18
ARTICLE XI. ARBITRATION 19
ARTICLE XII. INSOLVENCY 21
ARTICLE XIII. GENERAL PROVISIONS 22
SCHEDULE A POLICIES AND RISKS REINSURED 27
SCHEDULE B EXISTING REINSURANCE 29
SCHEDULE C RESERVES 30
SCHEDULE D MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT 31
SCHEDULE E ASSET PORTFOLIO 32
SCHEDULE F ALLOWANCES 33
SCHEDULE G MONTHLY REPORT FORMAT 34
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PREAMBLE
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THIS REINSURANCE AGREEMENT (the "Agreement") is made and entered into as of
April 1, 2001, by and between MetLIfe Investors Insurance Company], a life
insurance corporation domiciled in Missouri, (the "Cedent") and Metropolitan
Life Insurance Company (the "Reinsurer").
THE BACKGROUND OF THIS AGREEMENT is that the Cedent wishes to cede ninety
percent (90%) of the liabilities associated with Policies written under Variable
Annuity products on a modified coinsurance basis and the Reinsurer, having
reviewed materials provided by the Cedent relating to such block, wishes to
accept the proposed cession on that basis.
NOW, THEREFORE, in consideration of the mutual promises and undertakings set
forth herein, the parties agree as follows:
3
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ARTICLE I. REINSURANCE DEFINITION
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1. POLICIES AND RISKS REINSURED. In accordance with the terms and
conditions hereof, the Cedent hereby cedes and the Reinsurer hereby
accepts as indemnity reinsurance on a modified coinsurance basis, the
quota share of the Cedent's liabilities under the policies (the
"Policies") listed in Schedule A, net of Existing Reinsurance as
described in Schedule B.
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. The Cedent must provide written notification to the
Reinsurer of any program to change the original terms or conditions of
the Policies which would result in an increase in liabilities of more
than two percent (2%) of all Policies not later than fifteen (15) days
after the change takes effect. The Reinsurer shall provide written
notification to the Cedent of the Reinsurer's acceptance or rejection
of the change within fifteen (15) days after receipt of notice of the
change. If the Reinsurer accepts any such change then it shall (a)
assume that portion of any increase in the Cedent'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 the Cedent's liability, resulting from the change, that corresponds
to the reinsured portion of the Policies. If the Reinsurer rejects any
such change then its liabilities shall be determined as though no such
change had occurred.
4. REINSTATEMENTS. If a Policy is reinstated while this Agreement is in
force, the reinsurance for such Policy shall be reinstated
automatically and the Cedent shall pay the Reinsurer its quota share of
all amounts received in connection with the reinstatement of the
Policy.
5. NO EXTRACONTRACTUAL DAMAGES. The Reinsurer assumes no liability under
this Agreement for any damages, fines, penalties, costs or expenses, or
portion thereof, levied on or assessed against the Cedent by any court
or regulatory body on the basis of negligence, oppression, malice,
fraud, fault, wrongdoing or bad faith by the Cedent in connection with
any claim or for any other act or omission, unless the Reinsurer shall
have received prior notice of and shall have concurred prior to the
actions taken or not taken by the Cedent that led to the levies or