2006 02 MNYL Group Credit Life GC

8/7/2019 2006 02 MNYL Group Credit Life GC

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Mnchener Rckversicherungs-Gesellschaft

Aktiengesellschaft in Mnchen

Group Credit Life Reinsurance Agreement

between

Max New York Life Insurance Company Ltd., India(hereinafter called the "Company")

of the one part

and

Mnchener Rckversicherungs-GesellschaftAktiengesellschaft in Mnchen- Munich Reinsurance Company -(hereinafter called the "Reinsurer")

of the other part.


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Article 1 Scope of the Agreement

This Agreement shall cover all group credit life insurance schemesaccepted by the Company in accordance with the plans and in thegeographical areas set forth in the annexes (Schedule and anysubsequent Addenda) to this Agreement.

Article 2 Policy Conditions, Rates, Underwriting Rules

The current general and special policy conditions, the premium

schedules and underwriting rules of the Company applying to thebusiness covered by this Agreement shall form an integral part ofthis Agreement. Additions or alterations to any of these conditionsor schedules shall be reported to the Reinsurer without delay. Inthe case of significant changes, the parties to the Agreement shallagree new reinsurance conditions.

Article 3 Retention

1 The type and amount of the Company's retention on any one life

are set forth in the annexes to this Agreement.

2 The Company may alter its retention in respect of future newbusiness at the end of any calendar year. For existing business therevised retention shall be applicable at the first renewal date of anindividual group life insurance scheme following the end of thecalendar year at which the retention is altered. The Company shallnotify the Reinsurer of such alteration three months in advance.

Article 4 Reinsurer's Share

1 The Company agrees to cede to the Reinsurer such shares of allinsurances covered by this Agreement as are set forth in theannexes to this Agreement.

2 The reinsurance covers the death risk and, to the extent providedfor under this Agreement, the risk of disability.


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3 The Reinsurer agrees to accept automatically all reinsurancecessions up to the limits shown in the annexes to this Agreement.

4 All reinsurances shall be effected in the original currency.

5 The Reinsurer's liability during the period of this Agreement shallcommence and terminate simultaneously with the liability of theCompany; in the case of facultative acceptance, however, it shallnot commence until the Reinsurer has notified the Company of itsacceptance of the risk but shall then take effect retroactively asfrom the commencement of the Company's liability.

Article 5 Facultative Acceptance, Rating of Substandard Risks

1 Any amounts exceeding the limits of automatic cover shall beoffered to the Reinsurer for facultative acceptance. If any suchamounts are declined by the Reinsurer, the Company shall be freeto reinsure these elsewhere or to retain them for its own account.Once accepted by the Reinsurer hereunder, facultative businesswill be subject to the terms and conditions of this Agreement.

2 The submission of substandard risks for rating by the Reinsurershall be arranged in accordance with the conditions stipulated inthe annexes to this Agreement.

3 In the case of all facultative and substandard risks submitted to theReinsurer the Company shall, before confirming acceptance,provide the Reinsurer with the complete insurance papers(insurance proposal, reports of the medical examiners and of theattending physician, confidential reports, etc.). In certaincircumstances, the Reinsurer may request additional information orinvestigations.

The Reinsurer shall examine the papers submitted as quickly aspossible and shall advise the Company of its decision withoutdelay.

In the case of substandard risks submitted to the Reinsurer inaccordance with paragraph 2 of this Article, the Company shall bebound by the conditions advised to it by the Reinsurer.


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Article 6 Alterations

If a policy or any individual benefit reinsured under this Agreementis reduced for any reason, the amount reinsured shall be reducedin the same proportion.

Article 7 Reinsurance Premiums

1 All life reinsurances ceded under this Agreement shall be subjectto the premium rates specified in the annexes to this Agreement.

2 The life reinsurance premium shall be calculated in the case ofstandard risks by multiplying the premium rate for the age of theinsured at the beginning of the scheme year by the sum reinsuredfor that scheme year.

3 For substandard risks the risk premium shall be increasedproportionately to the increased mortality rate. For thosesubstandard risks, however, where a level extra premium ischarged, the Reinsurer shall receive a proportionate share of theextra premium.

4 The Reinsurer shall receive a proportionate share of any premiumsfor additional benefits specified in the annexes to this Agreement,as well as for any extra premiums the Company may collect for thecoverage of special risks (travelling, climate, occupation, etc.). Thisshare shall be based on the ratio between the reinsured portionand the total benefits insured.

5 The reinsurance premium shall be credited in advance to thecurrent account for the whole policy year, regardless of the methodby which the insurance premiums are paid. If, however, theCompany is unable to collect any premiums or premiuminstalments other than by reason of a claim, the corresponding partof the reinsurance premium shall be refunded.

Article 8 Reinsurance Commissions

1 The Reinsurer shall pay to the Company the commissions set forthin the annexes to this Agreement.


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2 If any reinsurance premiums or instalments of reinsurancepremiums are returned to the Company, any correspondingreinsurance commissions previously credited to the Company shallbe reimbursed to the Reinsurer.

Article 9 Claims

1 The Reinsurer shall pay to the Company its share of any death oradditional benefit claims payable in accordance with the conditionsof the policy. The calculation of its share payable in the case of

death is based on the reinsured portion of the risk for which thepremium as per Article 7 was paid.

2 When, under a claim arising from a disability insurance benefit, theCompany is required to pay periodic amounts to the insured(instalments or income benefits), the Reinsurer shall pay itsproportionate share of such periodic payments during the period ofdisability.

3 The Reinsurer shall pay its share of any extraordinary expenseswhich may arise in connection with the handling of individual

claims (court or arbitration court costs, special investigations), butshall not be charged for salaries or other emoluments ofemployees of the Company or for any other internal lossadjustment or travelling expenses, including the Company'sadministrative costs.

4 In cases where the Company settles a claim for less than the fullbenefit insured under the policy, the Reinsurer shall pay only itsproportionate share of the actual benefits paid. This share shall becalculated according to the ratio between the reinsured portion andthe total benefits insured under the policy. Any reimbursementsshall be credited to the Reinsurer in proportion to its share.

5 Where benefits payable under policies issued by the Company arereduced due to governmental measures, the liabilities of theReinsurer shall be reduced in the same proportion.

Furthermore, where premiums are increased or allowances fromwhatever source are granted to the Company towards the paymentof benefits under its policies as a result of government directives,the Reinsurer shall receive a proportionate participation in such

premium increases or allowances. In such cases, the Reinsurer's


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share shall be calculated from the reduced benefits and/orallowances in accordance with the method described in thepreceding paragraph 4.

6 Where claims have been settled or are due to be settled by theCompany, the Reinsurer shall remit its share of such claimswithout delay if required by the Company to do so, in all cases inwhich the total claims attain or exceed the figure indicated in theannexes to this Agreement. This presupposes that loss reportshave proved that claims are due to be settled by the Company andall the information, bordereaux and accounts agreed upon have

reached the Reinsurer in time.

The Reinsurer shall, however, be entitled to deduct from its shareany unpaid balance arising out of any of its accounts with theCompany.

Article 10 Follow the Fortunes

The Reinsurer shall, subject to the terms and conditions of thisAgreement, follow the underwriting fortunes of the Company in

respect of the risks which the Company has accepted under grouplife insurance schemes covered by this Agreement.

Article 11 Company's Freedom of Decision

1 The Company's right to manage its own affairs in respect of therisks reinsured hereunder shall not be restricted by this Agreement.The Company shall in particular be free to handle claims byacknowledging or contesting them or settling them by compromise.The Company shall act in such a manner as would a competentinsurer who was not reinsured. To this extent, all actions taken oromissions made by the Company shall be binding on theReinsurer.

2 If, however, the Company has retained less than five per cent ofany one risk for its own account, the Reinsurer shall be givenopportunity of cooperating with the Company in the settlement ofclaims in an advisory capacity at its own expense.


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Article 12 Cession Advices, Lapse Advices, etc.

The system for reporting new cessions, alterations and lapses aswell as claims in respect of the risks covered under this Agreementis described in the annexes to this Agreement. The same appliesto lists of new, renewal and cancellation premiums due, and toadvices regarding commissions and benefits.

The bordereaux sent to the Reinsurer by the Company shallmerely serve to give the Reinsurer information about the risksceded under this Agreement. Risks that do not come within the

scope of this Agreement may only be included thereunder if offeredseparately to and explicitly accepted by the Reinsurer.

Article 13 Accounts

1 Accounting Period

The Company shall submit accounts to the Reinsurer in themanner described and within the time limit allowed in the annexesto this Agreement.

2 Accounting Items

The accounts shall show - separately for each cession series andwith an indication of the Reinsurer's share - all the amountsbrought to account by either of the parties to this Agreement in thecourse of an accounting period. The items to be included in theaccounts are indicated in the annexes to this Agreement.

3 Currency

The accounts shall be rendered in the original currency.

4 Confirmation of Accounts

The Reinsurer shall confirm the accounts or raise any objections tothem within four weeks after receipt of the statement of account.


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5 Payment of Balances

The Company shall pay any balance due to the Reinsurer at thesame time as the account is rendered. The Reinsurer shall pay anybalance due to the Company at the same time as the account isconfirmed, at the latest, however, within four weeks after receipt ofthe statement of account. Should the Reinsurer be unable toconfirm the account in its entirety, the confirmed portion of thebalance shall nevertheless be paid immediately. As soon as theaccount has been fully confirmed, the difference shall be paidimmediately by the debtor. The interest payable on balances is

stipulated in the annexes to this Agreement.

Any amounts due by either of the parties to this Agreement,whether they arise out of this Agreement or out of any otherbusiness relationship between the parties, may be set off againstthe claims of the other party. This right shall continue to exist afterthe termination of this Agreement or of any other businessrelationship between the parties.

If bankruptcy or liquidation proceedings are initiated in respect ofeither of the parties to this Agreement, the other party may set off

all the amounts owing to it, whether they arise out of thisAgreement or out of any other business relationship between theparties, against all the amounts due or not yet due for payment byit, whether these arise out of this Agreement or out of any otherbusiness relationship between the parties. The same right may beexercised by any party to this Agreement that exercises its right oftermination for any other of the reasons specified in paragraph 2 ofArticle 17 below.

6 Fluctuations in Exchange Rates

If the periods allowed for the payment of balances are exceeded byeither party, the debtor shall bear the currency risk in the event ofany subsequent alteration in the exchange rate by more than fiveper cent, unless the debtor is not responsible for the delay inpayment.


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Article 14 Reinsurer's Right of Inspection

1 Upon request the Company shall furnish the Reinsurer withdetailed information concerning the risks reinsured under thisAgreement. In particular the Reinsurer shall be entitled to requestthat

a) copies of the whole or part of any documents relating to therisks and their reinsurance be made available to it at its ownexpense,

b) during the Company's normal office hours the documentsmentioned under a) be made available to a representative ofthe Reinsurer who shall be named in advance; notification ofsuch visits shall normally be given two weeks in advance andeven in urgent cases at least forty-eight hours in advance.

2 The Reinsurer shall have this right of inspection as long as one ofthe two parties to this Agreement is claiming from the other.

Article 15 Errors and Inadvertent Omissions

Errors and inadvertent omissions shall not prejudice the rights orobligations of either party under this Agreement but shall berectified as soon as possible.

Article 16 Agreement to Arbitrate

Any difference arising out of this Reinsurance Agreement orconcerning its validity shall be submitted to the decision of a panelof arbitration, regardless of whether the Agreement is terminated ornot. However, actions for the payment of balances acknowledgedby the debtor shall not be brought before the panel of arbitration.

The panel of arbitration shall consist of three members, unless theparties agree to appoint only one arbitrator, such agreement to bereached within four weeks of one of the parties receiving a writtenrequest to this effect from the other. Unless otherwise agreed bythe parties, the members of the panel of arbitration must beknowledgeable and experienced in life insurance or lifereinsurance matters.


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Each party may nominate one arbitrator. In the event of one partyfailing to appoint an arbitrator within four weeks after beingrequired in writing by the other party to do so, the second arbitratorshall be appointed by the President of the Chamber of Commerceat the seat of the party not in default.

Before entering upon the arbitration, the two arbitrators shallappoint a third arbitrator who shall be responsible for conductingthe business of the panel of arbitration. If the two arbitrators fail toagree upon a third within four weeks of their appointment, the thirdarbitrator shall be appointed by the President of the Chamber of

Commerce at the seat of the defendant party. If one of thearbitrators is unable to participate for any reason, his successorshall be appointed in accordance with the procedure describedabove.

The panel of arbitration shall meet at the seat of the defendantparty.

The panel of arbitration shall have the power to fix all proceduralrules and shall not be bound by formal rules of legal procedure. Itshall decide by simple majority vote; if no majority can be reached,

the verdict of the third arbitrator shall prevail. The panel ofarbitration is required to decide primarily in accordance withreinsurance custom. It shall make its award in writing within sixmonths following the appointment of the third arbitrator.

The costs of the arbitration shall be awarded to one or both partiesin the manner the panel of arbitration considers to be fair.

Each party undertakes to comply with the award of the panel ofarbitration without delay and, where it is permitted to do so, waivesits right to take any further legal action to contest the award. Withregard to actions for the payment of acknowledged balances andto the enforcement of the award, each party may apply to a court ofcompetent jurisdiction in any territory in which the party in default isdomiciled or has assets or conducts business.

Article 17 Commencement and Termination of the Agreement

1 This Agreement shall take effect on the date and at the time setforth in the annexes and shall be concluded for an indefinite period.

Either party shall be free to terminate this Agreement in respect of


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new reinsurances by giving at least three months' notice, suchnotice to expire on the date indicated in the annexes to thisAgreement.

2 Either party shall, moreover, have the right to terminate thisAgreement at any time with immediate effect if

a) it is impossible for this Agreement to be fulfilled de jure or defacto for reasons not within the responsibility of the party givingnotice,

b) the other party falls into arrears with payments, bankruptcy orwinding-up proceedings are initiated against it or its licence totransact business is revoked,

c) the other party loses the whole or part of its paid-up capital,

d) the other party merges with another company or its ownershipor control undergoes an essential change,

e) the other party does not meet its obligations under thisAgreement.

3 Notice of termination shall be given in writing (by registered letter,telefax, telex or telegram) and addressed to the head office of theother party or to any other address which has been supplied forthis purpose.

4 In the event of an interruption of communications, notice oftermination shall be deemed to take effect as soon as it has beendispatched or dispatch has been attempted.

Article 18 Portfolio Run-off

On termination of this Agreement in accordance with Article 17above, the reinsurances ceded shall remain in force subject to theterms and conditions of this Agreement until the renewal datefollowing the effective date of termination.

In the event of a termination of this Agreement in accordance withparagraph 2 of Article 17, however, the party tendering notice oftermination shall have the right to demand immediate withdrawal of

the portfolio.


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In the case of termination in accordance with paragraph 1 of Article17 either party shall have the right to demand immediatewithdrawal of the portfolio if any of the circumstances described inparagraph 2 of Article 17 arise with the other party during theportfolio run-off period.

Made in duplicate and executed

In New Delhi, this day of 2006

For and on behalf ofMax New York Life Insurance Company Ltd., India

in Munich, this day of 2006

For and on behalf ofMnchener Rckversicherungs-GesellschaftAktiengesellschaft in Mnchen- Munich Reinsurance Company -

2006 02 MNYL Group Credit Life GC

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