EX-99.7 2 d831000dex997.txt AMENDED AND RESTATED INDEMNITY RETROCESSION AGREEMENT COVERAGE WITH CATALYST RE. EXECUTION VERSION AMENDED AND RESTATED INDEMNITY RETROCESSION AGREEMENT COVERAGE EFFECTIVE AS OF OCTOBER 1, 2005 BETWEEN METLIFE INSURANCE COMPANY USA ----------------------------- REFERRED TO AS THE "COMPANY" AND CATALYST RE LTD. ---------------- REFERRED TO AS THE "REINSURER" TABLE OF CONTENTS -----------------
PAGE ---- ARTICLE I. DEFINITIONS................................ 2 ARTICLE II. REINSURANCE COVERAGE....................... 6 ARTICLE III. GENERAL PROVISIONS......................... 7 ARTICLE IV. REINSURANCE PREMIUMS....................... 9 ARTICLE V. BENEFIT ALLOWANCES......................... 10 ARTICLE VI. RECAPTURE.................................. 10 ARTICLE VII. ACCOUNTING AND SETTLEMENTS................. 10 ARTICLE VIII. DURATION................................... 12 ARTICLE IX. COLLATERAL ACCOUNT......................... 13 ARTICLE X. TERMINAL ACCOUNTING AND SETTLEMENT......... 13 ARTICLE XI. DISPUTE RESOLUTION......................... 14 ARTICLE XII. INSOLVENCY................................. 16 ARTICLE XIII. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY............................. 17 ARTICLE XIV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REINSURER........................... 21 ARTICLE XV. DAC TAX.................................... 23 ARTICLE XVI. MISCELLANEOUS.............................. 26 ARTICLE XVII. EXECUTION.................................. 30
i AMENDED AND RESTATED INDEMNITY RETROCESSION AGREEMENT This Amended and Restated Indemnity Retrocession Agreement (this "Agreement") is made and entered into by and between MetLife Insurance Company --------- USA, an insurer domiciled in the State of Delaware (the "Company"), and Catalyst ------- Re Ltd., a reinsurer domiciled in the Islands of Bermuda (the "Reinsurer"), with --------- coverage effective as of October 1, 2005. Each of the Company and the Reinsurer are referred to herein from time to time as a "party" and collectively as the "parties." ----- ------- WHEREAS, on December 28, 2005, the Reinsurer and Exeter Reassurance Company, Ltd. ("Exeter") entered into that certain Indemnity Retrocession ------ Agreement, effective as of October 1, 2005 (as amended, the "Indemnity --------- Retrocession Agreement"), pursuant to which the Reinsurer reinsures Exeter for ---------------------- certain risks associated with variable annuity contracts, I.E., the Reinsured Contracts (as defined below) reinsured from MetLife Investors USA Insurance Company ("MICUSA") and MetLife Investors Insurance Company ("MIIC") and other ------ ---- MetLife affiliates; WHEREAS, in connection with an internal restructuring, as of November 14, 2014, MetLife Insurance Company of Connecticut has been redomiciled from Connecticut to Delaware and renamed MetLife Insurance Company USA, and immediately following this redomestication and name change, each of MICUSA, MIIC and Exeter have merged with and into the Company, with the Company surviving the merger (the "Mergers"); ------- WHEREAS, as a result of Mergers, the Company, as successor to MICUSA, MIIC and Exeter, is no longer ceding or reinsuring the Reinsured Contracts issued by MICUSA or MIIC, I.E., the Direct Contracts (as defined below), since these Direct Contracts are direct policy obligations of the merged company; 1 WHEREAS, following the Mergers, the Company, as successor to Exeter, and the Reinsurer wish to continue the reinsurance arrangement created by the Indemnity Retrocession Agreement, as amended and restated pursuant to this Agreement, such that certain of the Reinsured Risks formerly retroceded to the Reinsurer pursuant to the Indemnity Retrocession Agreement will be directly ceded from the Company to the Reinsurer pursuant to this Agreement; and WHEREAS, the Company and the Reinsurer mutually agree to reinsure on the terms and conditions set forth herein; WHEREAS, this Agreement is an indemnity retrocession and reinsurance agreement solely between the Company and the Reinsurer, and performance of the obligations of each party under this Agreement will be rendered solely to the other party; WHEREAS, except as set forth in Article XII, in no instance will anyone other than the Company or the Reinsurer have any rights under this Agreement; and WHEREAS, the Reinsurer shall not have any liability with respect to any contract owner, contract issuer, annuitant or beneficiary under any Reinsured Contract. NOW, THEREFORE, in consideration of mutual covenants contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows: ARTICLE I. DEFINITIONS ----------- As used in this Agreement, the following terms shall have the following meanings (definitions are applicable to both the singular and the plural forms of each term defined in this Article): "Accounting Period" shall have the meaning specified in Article VII, ----------------- Section 1. 2 "Account Value" shall mean, as to each Reinsured Contract, the policy ------------- value, including all separate and fixed account assets, included in determining the amounts actually paid upon death under such Reinsured Contract. "Assumed Contracts" means those individual variable annuity contracts ----------------- issued by MetLife between April 9, 2001 and September 30, 2005 having the plan codes and issue dates listed on Schedule D and in-force as of the Coverage ---------- Effective Date, and reinsured by the Company pursuant to the Reinsurance Agreements. "Bank" shall mean Societe Generale, a French corporation. ---- "Benefit Allowance" shall have the meaning specified in Appendix A. ----------------- "Business Day" means any day that is not a Saturday or a Sunday or a day on ------------ which banks in the State of New York are authorized or required by law to close. "Cash Collateral Pledge Agreement" means that certain Cash Collateral -------------------------------- Pledge Agreement, dated as of December 28, 2005, by and among the Reinsurer, the Bank and the Company (as successor to Exeter). "Company SAP Statements" means the annual financial statements filed by the ---------------------- Company with the Delaware Department of Insurance, based on the accounting principles permitted or prescribed under Delaware insurance law. "Coverage Effective Date" is October 1, 2005. ----------------------- "Direct Contracts" means those individual variable annuity contracts issued ---------------- by the Company (or any predecessor of the Company) between April 9, 2001 and September 30, 2005 having the plan codes and issue dates listed on Schedule D ---------- and in-force as of the Coverage Effective Date. 3 "Economic Loss (or Gain)" shall mean, at any point in time, an amount equal ----------------------- to (i) any Reinsurance Premium or other amounts due the Reinsurer pursuant to this Agreement and unpaid as of the Termination Date less (ii) any Reinsured Claims or other amounts due the Company pursuant to this Agreement and unpaid as of the Termination Date, plus (iii) the total of all payments the Reinsurer makes or would have to make or receive in order to unwind all of its hedging and financing positions related to this Agreement, including but not limited to OTC derivatives, exchange traded derivatives, and borrowings. For transactions with counterparties that are not affiliated with the Reinsurer, including all transactions conducted on an exchange, the payment amount included in the calculation of Economic Loss will be the actual payment that the Reinsurer makes or receives or would have to make or receive. For affiliate transactions, the amount included in the calculation will be the fair market bid or offer value as applicable, depending on whether Reinsurer is selling or buying or would be selling or buying. "Extracontractual Damages" means all liabilities for any and all costs, ------------------------ expenses, damages, liabilities or obligations of any kind or nature (including without limitation attorneys fees, consequential and incidental damages, and punitive and exemplary damages) which are incurred by MetLife or the Company or any related entity or any of their respective representatives arising out of, resulting from, or relating to, any alleged or actual act or omission, whether or not in bad faith, intentional, willful, negligent, reckless, careless or otherwise, of MetLife or the Company in connection with a Reinsured Contract or, in the case of an Assumed Contract, a Reinsurance Agreement, and which are not contractually covered by the terms and conditions of such Reinsured Contract or, in the case of an Assumed Contract, such Reinsurance Agreement, whether or not such acts or omissions occurred before or after the Coverage Effective Date. 4 "Governmental Authority" means any national, federal, state, local or other ---------------------- court, arbitrator, administrative agency, commission or division, insurance or securities regulatory or self-regulatory body or securities or commodities exchange, including, but not limited to, the Delaware Department of Insurance. "Guaranteed Minimum Death Benefits (GMDB)" means the actual total amounts ---------------------------------------- paid by MetLife or the Company under the Reinsured Contracts upon death of an owner or annuitant thereunder, including the waiver of surrender charges. "Keepwell Agreement" means the Keepwell Agreement dated November 4, 2005 ------------------ entered into between the Bank and the Reinsurer. "MetLife" means each company which issued variable annuity contracts that ------- are reinsured by the Company pursuant to the Reinsurance Agreements. "Net Amount Due" shall have the meaning specified in Article VII, -------------- Section 3. "Periodic Settlements Report" means a settlement report substantially in --------------------------- the form of Schedule A. ---------- "Premium Payment Period" means the period commencing on the Coverage ---------------------- Effective Date and ending on September 30, 2020. "Proxy Total Account Value" shall have the meaning specified in Appendix A. ------------------------- "Reinsurance Accounting Report" means an accounting report substantially in ----------------------------- the form of Schedule B. ---------- "Reinsurance Agreements" means those reinsurance agreements listed on ---------------------- Schedule C pursuant to which the Company reinsures the GMDB liability of MetLife ---------- under the Assumed Contracts. "Reinsurance Premiums" shall have the meaning specified in Article IV. -------------------- 5 "Reinsured Claims" means, with respect to any Accounting Period, the lesser ---------------- of (i) the amount otherwise due the Company from the Reinsurer with regards to the Reinsured Risks and (ii) the Benefit Allowance applicable to such Accounting Period. "Reinsured Contracts" means the Assumed Contracts and the Direct Contracts. ------------------- "Reinsured Risks" means GMDB amounts payable by MetLife or the Company on --------------- the death of the owner, annuitant or continuing spouse, as applicable, under Reinsured Contracts in excess of the applicable Account Values (without regard to any "top up" pursuant to a spousal continuation benefit), net of Third Party Reinsurance, and limited in all events to (i) death benefits payable under contract provisions, endorsements or riders providing for an annual step-up death benefit based on anniversary date values, plus applicable waiver of surrender charges, and, with respect to the Assumed Contracts, to the extent that such risks are reinsured by the Company pursuant to the Reinsurance Agreements, and (ii) in respect of the Direct Contracts, the risks under the Direct Contracts that were previously reinsured by Exeter under the Indemnity Retrocession Agreement prior to the Mergers. "Terminal Accounting and Settlement" shall have the meaning specified in ---------------------------------- Article X, Section 1. "Termination Date" shall have the meaning specified in Article VIII, ---------------- Section 2. "Third Party Reinsurance" means reinsurance ceded by the Company with ----------------------- regards to the GMDB risks assumed by the Company pursuant to the Reinsurance Agreements, other than pursuant to this Agreement, whether or not collectible. ARTICLE II. REINSURANCE COVERAGE -------------------- 1. Risks Reinsured. Commencing on the Coverage Effective Date, the --------------- Reinsurer agrees to assume from the Company, and the Company agrees to cede or retrocede, as the case 6 may be, to the Reinsurer, subject to the terms and conditions hereof and limitations set forth herein, the Reinsured Risks. 2. Form of Reinsurance. The reinsurance hereunder is indemnity reinsurance, ------------------- net of the Third Party Reinsurance. 3. Coverages and Exclusions. Only Reinsured Risks are reinsured under this ------------------------ Agreement, and the Reinsurer accepts no liability for any liabilities of the Company, including, without limitation, liabilities for annuitization, cash surrenders, dividends, or any riders providing additional or supplemental benefits arising under or in connection with the Reinsured Contracts other than the Reinsured Risks and, with respect to the Direct Contracts, liabilities that would not have been reinsured by the Reinsurer under the Indemnity Retrocession Agreement prior to the Mergers. With respect to the Assumed Contracts, the reinsurance hereunder is subject to the same limitations and conditions specified in the Reinsurance Agreements. 4. No Extracontractual Damages. The Reinsurer does not indemnify the --------------------------- Company for, and will not be liable for, any Extracontractual Damages. 5. Expenses. The Reinsurer will bear no part of the expenses incurred in -------- connection with the Reinsured Contracts. 6. Taxes and Assessments. The Reinsurer will not reimburse the Company for --------------------- any taxes or guaranty fund or similar assessments paid by the Company. ARTICLE III. GENERAL PROVISIONS ------------------ 1. Administration. All of the usual and customary servicing and -------------- administrative functions and duties ("Administration") associated with the -------------- Reinsured Contracts and the Reinsurance Agreements shall continue to be the responsibility of the Company. The Company agrees that (i) it will continue to perform such Administration in accordance with its standards in 7 effect prior to the Coverage Effective Date, (ii) it will promptly notify the Reinsurer if it is unable to provide any of the reports, records, documents, instruments, files or other information necessary or required to perform Administration of the Reinsured Contracts and the Reinsurance Agreements, (iii) it will not agree to any amendment to any of the GMDB benefit provisions of any of the Reinsured Contracts or Reinsurance Agreements, or, with respect to the Reinsurance Agreements, exercise any discretionary rights with respect to such provisions where such exercise would increase the risk assumed by the Reinsurer hereunder, in each case without the consent of the Reinsurer, and (iv) it will not terminate any of the Reinsurance Agreements. The Company agrees to promptly notify the Reinsurer of any amendment to any of the Reinsurance Agreements that did not require the consent of the Reinsurer. 2. Audit and Inspection. At any reasonable time, either party may inspect, -------------------- during normal business hours, at the principal office of the other, the original papers and any and all other books or documents relating to or affecting reinsurance under this Agreement. Information obtained through any inspection pursuant to this Paragraph will not be used for any purpose not relating to reinsurance hereunder. 3. Misunderstandings and Oversights. If any failure to pay amounts due or -------------------------------- to perform any other act required by this Agreement is unintentional and caused by misunderstanding or oversight, the Company and the Reinsurer will adjust the situation to what it would have been had the misunderstanding or oversight not occurred. The first party discovering such misunderstanding or oversight, or an act resulting from such misunderstanding or oversight, will notify the other party in writing promptly upon discovery thereof, and the parties shall act to correct such misunderstanding or oversight within twenty (20) Business Days 8 of such other party's receipt of such notice. However, this section shall not be construed as a waiver by either party of its rights to enforce strictly the terms of this Agreement. 4. Third Party Reinsurance. Set forth on Schedule F is a description of all ----------------------- ---------- existing Third Party Reinsurance. The Company agrees that it may not enter into any new agreements involving the GMDB benefits under the Reinsured Contracts without the prior written consent of the Reinsurer. 5. Retrocession. The Reinsurer may retrocede all or a portion of the ------------ Reinsured Risks. The Reinsurer shall provide prompt notice to the Company of any such retrocession made by the Reinsurer. 6. Setoff and Recoupment. Any debts or credits, matured or unmatured, --------------------- liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the Company or the Reinsurer with respect to this Agreement are deemed mutual debts or credits, as the case may be, and shall be setoff from any amounts due to the Company or the Reinsurer hereunder, as the case may be, and only the net balance shall be allowed or paid. This setoff provision (to the extent permitted by law) shall not be modified or reconstrued due to the insolvency, liquidation, rehabilitation, conservatorship, or receivership of either party. ARTICLE IV. REINSURANCE PREMIUMS -------------------- In consideration of the reinsurance provided hereunder, the Company shall pay to the Reinsurer reinsurance premiums for each Accounting Period during the Premium Payment Period equal to 15.0 basis points times the Proxy Total Account Value, in accordance with the calculation set forth in Appendix A (the "Reinsurance Premium"). Premium payments shall be made as specified in Paragraph ------------------- 3 of Article VII of this Agreement. 9 ARTICLE V. BENEFIT ALLOWANCES ------------------ The amount payable by the Reinsurer to the Company under this Agreement for any Accounting Period shall not exceed the Benefit Allowance as of the end of such Accounting Period. ARTICLE VI. RECAPTURE --------- At the request of the Company, the Reinsurer will offer a recapture payment amount at which the Company may recapture the Reinsured Risks within thirty (30) days after receipt of such offer by the Company, such amount to equal the Reinsurer's Economic Loss or Gain as of the Business Day prior to the date such offer is made. Such request can be made by the Company up to four (4) times each Accounting Period. The decision to recapture shall be made at the sole discretion of the Company. The recapture payment amount will be subject to a final adjustment to reflect changes between the date of the offer and the recapture date. ARTICLE VII. ACCOUNTING AND SETTLEMENTS -------------------------- 1. Accounting Period. The Accounting Periods under this Agreement will be ----------------- each consecutive 12-month period beginning on the Coverage Effective Date, PROVIDED THAT the final Accounting Period shall be the period commencing on the applicable anniversary of the Coverage Effective Date and ending on the Termination Date. 2. Reinsurance Accounting Reports. Within ten (10) Business Days of the end ------------------------------ of each Accounting Period, the Company shall provide a Reinsurance Accounting Report to the Reinsurer setting forth the Reinsured Risks for such period. 3. Periodic Settlements. Within twelve (12) Business Days after the end of -------------------- each Accounting Period, the Reinsurer shall provide a Periodic Settlement Report to the Company 10 setting out the Reinsurance Premium, the Reinsured Claims and the Net Amount Due for such period. The Net Amount Due will equal the Reinsurance Premium less Reinsured Claims. Within fifteen (15) Business Days of the end of each Accounting Period, the Company shall remit the Net Amount Due to the Reinsurer, if such amount is positive. If the Net Amount Due is negative, then the Reinsurer shall, within fifteen (15) Business Days of the end of each Accounting Period, remit to the Company the absolute value of such amount. During any periods after payment becomes due, interest shall accrue at a rate equal to LIBOR plus 3.75% per annum for the period from the due date through and including the actual payment date. If no Reinsurance Accounting Report is provided by the Company to the Reinsurer within ten (10) Business Days after the end of the Accounting Period, the Reinsurer shall, nevertheless, provide a report to the Company within twelve (12) Business Days after the end of the Accounting Period setting out the Reinsurance Premium owed by the Company and such amount shall be payable by the Company in accordance with the provisions of Paragraph 3 of this Article VII. 4. Payments. All payments made pursuant to this Agreement shall be made by -------- wire transfer of immediately available non-reversible United States Federal Funds to such bank account or accounts as designated by the recipient. All payments should be made free and clear and net of any deductions or withholdings. 5. Estimations. If the amounts due hereunder cannot be determined at such ----------- dates as defined in Paragraph 3 above, on an exact basis, such payments will be based on reasonable estimations of actual payments. Adjustments will then be made to reflect actual amounts due as soon as possible. 11 ARTICLE VIII. DURATION -------- 1. Duration. This Agreement covers Reinsured Risks paid by the Company -------- during the period beginning on the Coverage Effective Date and ending on the Termination Date. 2. Reinsurer's Liability. The liability of the Reinsurer with respect to --------------------- reinsurance provided hereunder will begin simultaneously with that of the Company under the Direct Contracts and, in the case of the Assumed Contracts, under the Reinsurance Agreements, but not prior to the Coverage Effective Date of this Agreement. The Reinsurer's liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date when all liabilities of the Company under the Reinsured Contracts and the Reinsurance Agreements terminate and all amounts due the Company from the Reinsurer are settled, (ii) the effective date of any recapture of the Reinsured Risks by the Company in accordance with Article VI, (iii) the effective date of any termination of this Agreement in accordance with paragraph (3) below, or (iv) the twenty fifth (25th) anniversary of the Coverage Effective Date (the earliest of (i), (ii), (iii) or (iv) being the "Termination Date"). ---------------- 3. Termination for Nonpayment of Reinsurance Premiums or Other Amounts Due. ----------------------------------------------------------------------- If the Company fails to pay the Reinsurance Premiums or any other amounts due to the Reinsurer pursuant to this Agreement, within twenty (20) Business Days after the end of any Accounting Period the Reinsurer may terminate this Agreement, subject to ten (10) Business Days prior written notice to the Company, in which event the provisions of Article X, Paragraph 3 shall become applicable. If the Reinsurer fails to pay any amounts due to the Company pursuant to this Agreement within twenty (20) Business Days after the receipt of the Reinsurance Accounting Report, the Company may terminate this Agreement, subject to ten (10) Business Days prior written notice to the Reinsurer. 12 ARTICLE IX. COLLATERAL ACCOUNT ------------------ On December 28, 2005, the Company entered into the Cash Collateral Pledge Agreement with the "Bank" and established a deposit account pursuant thereto (the "Collateral Account") for the benefit of the Reinsurer. The Company has, on ------------------ December 28, 2005, deposited the sum of $25 million to the Collateral Account. The Collateral Account shall be held as collateral security for the payment to the Reinsurer of amounts due the Reinsurer under the terms of this Agreement, shall remain in full force and effect until payment in full in cash of such amounts, and shall be released to the Company and/or the Reinsurer in accordance with the terms of the Cash Collateral Pledge Agreement. ARTICLE X. TERMINAL ACCOUNTING AND SETTLEMENT ---------------------------------- 1. Terminal Accounting. In the event that this Agreement is terminated in ------------------- accordance with Article VIII, Paragraph 3, or the liability of the Reinsurer with respect to reinsurance hereunder is otherwise terminated in accordance with Article VIII, Paragraph 2, a "Terminal Accounting and Settlement" will take ---------------------------------- place. 2. Terminal Accounting Date. The Terminal Accounting and Settlement shall ------------------------ occur within ten (10) Business Days following the Termination Date. 3. Settlement. The Terminal Accounting and Settlement will be calculated by ---------- the parties, as applicable, and will consist of the following: (i) In the event this Agreement is terminated pursuant to Article VIII, Paragraph 2 (i) (termination of all liabilities) prior to the twenty fifth (25th) anniversary of the Coverage Effective Date or pursuant to Article VIII, Paragraph 2 (iv) (twenty-fifth anniversary), a settlement as provided in Article VII, Paragraph 3, computed as of the Termination Date; 13 (ii) in the event that this Agreement is terminated pursuant to Article VIII, Paragraph 2 (ii) (recapture), payment by the Company to the Reinsurer or a payment by the Reinsurer to the Company as appropriate of an amount determined in accordance with Article VI; and (iii) in the event the Agreement is terminated pursuant to Article VIII, Paragraph 3 (nonpayment of premium), payment by the Company to the Reinsurer of an amount equal to the Economic Loss to the Reinsurer resulting from such termination, or payment by the Reinsurer to the Company of an amount equal to the Economic Gain to the Reinsurer resulting from such termination. In such event, all calculations of Economic Loss (or Gain) will be made in good faith by the Reinsurer and shall be binding on the Company. If the calculation of the Terminal Accounting and Settlement produces an amount owing to the Company, such amount will be paid by the Reinsurer to the Company. If the calculation of the Terminal Accounting and Settlement produces an amount owing to the Reinsurer, such amount will be paid by the Company to the Reinsurer, in accordance with, the procedures for Periodic Settlements. In the event that the Company fails to pay to the Reinsurer amounts due under this Article X within two (2) Business Days of the completion of the Terminal Settlement and Accounting calculation, the Reinsurer shall be entitled to deduct the amounts due from the Collateral Account in accordance with Article IX. ARTICLE XI. DISPUTE RESOLUTION ------------------ 1. General. Disputes and differences between the Company and the Reinsurer ------- relating to this Agreement, including the validity and effectiveness hereof, but not including any dispute subject to Article XI, Section 3 or Article XV, Section 5, on which an agreement cannot 14 be reached will be decided by arbitration. The arbitrators shall construe this Agreement from the standpoint of practical and equitable principles, and the customs and practices of the insurance and reinsurance business, rather than from the standpoint of a purely legal document. The parties intend that the arbitrators will make their decision with a view to effecting the intent of the parties to this Agreement. 2. Method. Arbitration under this Article XI shall be conducted before a ------ panel of three arbitrators. The arbitrators must be disinterested, neutral, and impartial present or former officers of life insurance or reinsurance companies, other than the parties to this Agreement or any entity affiliated with either party, or other professionals with significant experience in the life insurance or reinsurance business, PROVIDED THAT any such professional shall not have provided services to either party within the preceding five (5) years. One of the arbitrators will be appointed by the Reinsurer, another by the Company, and the two arbitrators thus selected will select a third arbitrator before arbitration begins. If either party fails to select an arbitrator within thirty (30) days after the date of a written request to do so, the other party may select an arbitrator for it. Should the two party-appointed arbitrators fail to choose a third arbitrator within thirty (30) days of the appointment of the second arbitrator, the parties shall appoint the third arbitrator pursuant to the ARIAS-U.S. Umpire Selection Procedure. The decision of a majority of the arbitration panel shall be final and binding. The arbitration panel shall render its award in writing within forty-five days of the close of the arbitration proceedings. Judgment upon the award may be entered in any court having jurisdiction pursuant to the Federal Arbitration Act. The costs of arbitration, including the fees of the arbitrators, will be shared equally by the parties unless the arbitrators decide otherwise. Any counsel fees incurred by a party in the conduct of arbitration will be paid by the party incurring the fees. 15 3. Legal Action. Notwithstanding any other provision of this Agreement, in ------------ the event that the Reinsurer terminates the Agreement as a result of the Company's failure to pay any amounts due under the Agreement, the Reinsurer specifically retains the right to bring legal action to recover unpaid amounts, plus actual and consequential damages, including, without limitation, any losses resulting from hedging positions entered into in connection with the Agreement. ARTICLE XII. INSOLVENCY ---------- Insolvency. In the event of the insolvency of the Company, any payments due ---------- to the Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Company or its liquidator, receiver or statutory successor. The reinsurance will be payable by the Reinsurer in accordance with the terms of this Agreement without diminution because of such insolvency of the Company. The liquidator, receiver or statutory successor of the Company will give the Reinsurer written notice of the pendency of a claim against the Company on the Reinsured Contracts or the Reinsurance Agreements within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Company's name (or in the name of the Company's liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Company or its liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16 ARTICLE XIII. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY -------------------------------------------------------- The Company represents, warrants and covenants as follows: 1. Organization, Standing and Authority of the Company. The Company is an --------------------------------------------------- insurance company duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. The Company (or the applicable predecessor to the Company) held all requisite licenses or certificates of authority required to issue the Direct Contracts when such Direct Contracts were issued. The Company holds all requisite licenses or certificates of authority required to reinsure the Assumed Contracts. 2. Authorization. The Company has all requisite corporate power and ------------- authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations under this Agreement, have been duly authorized by all necessary corporate action. This Agreement, when duly executed and delivered by the Company, subject to the due execution and delivery by the Reinsurer, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 3. No Conflict or Violation. The execution, delivery and performance of ------------------------ this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (a) violate any provision of the Certificate of Incorporation or Bye-laws of the Company, or (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon the Company. 17 4. Intermediaries and Financial Advisors. No reinsurance intermediary or ------------------------------------- broker or other advisor has acted directly or indirectly as such for, or is entitled to any compensation from, the Company in connection with this Agreement. 5. Reliance. It is expressly understood and agreed that neither the -------- Reinsurer nor any of its affiliates is undertaking to provide the Company or any of its affiliates with any advice relating to investment, legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its and their own investment, legal, regulatory, tax and accounting advisors for all matters relating to the Agreement or the transactions contemplated thereby and otherwise and (b) neither it, nor any of its affiliates or advisors, has received, or has relied upon, the advice of the Reinsurer or any of its affiliates or advisors regarding investment, legal, regulatory, tax or accounting matters. The Company represents and warrants that it, along with such independent investment, accounting, tax and legal advisers as it deems necessary, has performed an independent evaluation of the matters relating to the Agreement, and has independently determined whether the Agreement meets statutory, tax and financial accounting requirements applicable to the Company. The Reinsurer has made no representations, warranties or covenants as to statutory, tax and financial accounting matters. 6. Approvals of Governmental Authorities. No consent, waiver, license, ------------------------------------- approval, order or authorization of, or registration, filing or declaration with, or notices to, any person, entity or Governmental Authority is required to be obtained, maintained, made or given by or with respect to the Company in connection with (i) the execution and delivery of this Agreement by the Company, or (ii) the consummation by the Company of the transactions contemplated hereby. 18 7. Investigations. The Company will notify the Reinsurer immediately, in -------------- writing, of any and all investigations of the Company or its directors, principal officers or shareholders conducted by any Governmental Authority, other than routine investigations by insurance regulators. 8. Reinsured Contracts. The Reinsured Contracts have been filed and ------------------- approved by the applicable regulatory authorities as required by applicable law, rule or regulation, and all Reinsured Contracts are in compliance with applicable tax laws and federal or state laws governing the offering or sale of securities. 9. Actions and Proceedings. The Company expressly acknowledges that there ----------------------- are no (a) outstanding orders, decrees or judgments by or with any Governmental Authority or (b) actions, suits, arbitrations or legal, administrative or other proceedings (including, without limitation, any conservation, rehabilitation, liquidation or similar proceeding) pending or, to the knowledge of the Company, threatened against the Company, at law or in equity, or before or by any Governmental Authority or before any arbitrator of any kind, which would, in the case of (a) or (b), preclude or prohibit the execution or performance of material obligations of the Company under this Agreement. 10. Documents True and Complete. The Company represents and warrants that --------------------------- it has provided to the Reinsurer true, complete and correct copies of documents and financial statements, including, but not limited to, the Company SAP Statements. The Company further represents and warrants that all factual information that it provided to the Reinsurer is complete and accurate as of the date of the document in which such information is contained and that any assumptions made in providing this information were based upon informed judgment and are 19 consistent with sound actuarial principles. The Company also acknowledges that the Reinsurer has relied on this information and the foregoing representations in entering into this Agreement. 11. No Material Changes. The Company expressly acknowledges that it is not ------------------- aware of any omissions, errors, changes or discrepancies that would have the effect of making the documentation and latest financial statements that have been provided to the Reinsurer inaccurate in any material respect. 12. Tax Status. The Company is subject to U.S. taxation under Subchapter L ---------- of Chapter 1 of the Code. 13. Reinsurance Agreements. Each Reinsurance Agreement is or was in full ---------------------- force and effect to the respective dates noted therein and is a valid and binding obligation of the Company and MetLife, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the Company nor MetLife is in default as to any provision of any Reinsurance Agreement. 14. Third Party Reinsurance on Reinsured Risks. The Company has informed ------------------------------------------ the Reinsurer of all existing other reinsurance arrangements that MetLife has entered into in order to reinsure MetLife's liabilities under the Assumed Contracts, and the Company's obligations to MetLife under the Reinsurance Agreements are net of MetLife's third party reinsurance arrangements, whether or not collectible. 20 ARTICLE XIV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REINSURER ---------------------------------------------------------- The Reinsurer represents, warrants and covenants as follows: 1. Organization, Standing and Authority of the Reinsurer. The Reinsurer is ----------------------------------------------------- a long-term insurance company duly organized, validly existing and in good standing under the laws of Bermuda, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the operations of its business as they are now being conducted. 2. Authorization. The Reinsurer has all requisite corporate power and ------------- authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Reinsurer of this Agreement, and the performance by the Reinsurer of its obligations under this Agreement, have been duly authorized by all necessary corporate action. This Agreement, when duly executed and delivered by the Reinsurer, subject to the due execution and delivery by the Company, will be a valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. 3. No Conflict or Violation. The execution, delivery and performance of ------------------------ this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the Memorandum of Association, Bye-laws or other charter or organizational document of the Reinsurer, or (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon the Reinsurer. 4. Approvals of Governmental Authorities. Other than the Reinsurer's ------------------------------------- obligations as a long-term insurer under Bermuda law, no consent, waiver, license, approval, order or 21 authorization of, or registration, filing or declaration with, or notices to, any person, entity or Governmental Authority is required to be obtained, made or given by or with respect to the Reinsurer in connection with (i) the execution and delivery of this Agreement by the Reinsurer, or (ii) the consummation by the Reinsurer of the transactions contemplated hereby. 5. Tax Election. The Reinsurer has submitted to the U.S. Internal Revenue ------------ Service an election to be subject to U.S. federal income tax pursuant to the provisions of section 953(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and has entered into such agreements or undertakings as were ---- required in order for such election to become effective. Notwithstanding the foregoing, if the Reinsurer should revoke or otherwise lose its US taxpayer status then the Reinsurer will reimburse the Company for any applicable US federal excise tax payable with respect to the reinsurance premiums received by the Reinsurer under this Agreement after the effective date of the Reinsurer's revocation or loss of its US taxpayer status, to the extent that such revocation or loss is the sole cause of the Company's liability for such tax. 6. FATCA. The Reinsurer certifies that it (i) has an election in place ----- under Section 953(d) of the Internal Revenue Code of 1986, as amended, (ii) is not a specified insurance company within the meaning of Treasury Regulation (S) 1.1471-5(e)(1)(iv), and (iii) is not licensed to do business in any state. The Reinsurer will provide the Company with an IRS Form W-9 certifying that it is a U.S. person in accordance with Sections 1471 - 1474 of the US Internal Revenue Code and applicable Treasury Regulations (collectively, "FATCA"), ----- (i) upon execution of this Indemnity Retrocession Agreement, (ii) promptly upon reasonable demand by the Company and (iii) promptly upon learning that any such information previously provided by the Reinsurer has become obsolete or incorrect. 22 If the Company does not receive such information on a timely basis, or such other appropriate certification that the Reinsurer is not subject to withholding under FATCA, the Company will notify the Reinsurer of its failure to receive such information or certification. The Reinsurer will then have at least 60 days from its receipt of such notice to provide such information or certification to the Company. If the Reinsurer does not provide such information or certification to the Company by the end of such 60-day period, the Company may withhold appropriate FATCA tax until such time as the Reinsurer shall have provided such information or certification to the Company. 7. Tax Status. The Reinsurer is subject to U.S. taxation under Subchapter L ---------- of Chapter 1 or Subpart F of Part III of Subchapter N or Chapter 1 of the Code. 8. Keepwell Agreement. The Keepwell Agreement is in full force and effect ------------------ and is a valid and binding obligation of the Reinsurer and the Bank, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the Reinsurer nor the Bank is in default as to any obligations in the Keepwell Agreement. ARTICLE XV. DAC TAX ------- 1. DAC Tax Election. The Company and the Reinsurer hereby agree to the ---------------- following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations (the "Regulations") issued under Section 848 of the Code. The terms used in this ----------- Article are defined by reference to Regulation Section 1.848-2 in effect at the date hereof. The term "net consideration" as used in 23 this Article will refer to net consideration as defined in Regulation Section 1.848-2(f) in effect at the date hereof. 2. Tax Return. Each party shall attach a schedule to its federal income tax ---------- return that identifies this Agreement as a reinsurance agreement for which the joint election under Regulation Section 1.848-2(g)(8) has been made, and shall file its respective federal income tax returns in a manner consistent with the provisions of Regulation Section 1.848-2 in effect on the date hereof. 3. Capitalization of Expenses. The party with net positive consideration -------------------------- under this Agreement for each taxable year shall capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code. 4. Information. Each party agrees to exchange information pertaining to the ----------- amount of net consideration under this Agreement each year to ensure consistency. The parties also agree to exchange information which may otherwise be required by the Internal Revenue Service. The Reinsurer shall provide the Company by the first day of May in each year its calculation of the net consideration for the preceding calendar year. Such calculation shall be accompanied by a statement signed by an officer of the Reinsurer stating that the Reinsurer will report such net consideration in its tax return for the preceding calendar year. The Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within 30 days after the Company's receipt of the Reinsurer's calculation. If the Company does not so notify the Reinsurer, the Company shall report the net consideration as determined by the Reinsurer in the Company's tax return for the previous calendar year. If the Company contests the Reinsurer's calculation of the net consideration, the parties will act in good faith to reach an 24 agreement as to the correct amount within 30 days after the date the Company submits its alternative calculation. Each party shall report such corrected amount in its respective tax returns for the preceding calendar year, if the parties have agreed to the Company's alternative calculation. 5. Disputes. If during the 30 day period after the date the Company submits -------- its alternative calculation the Company and the Reinsurer are unable to reach agreement, they shall within 10 days following the expiration of such 30 day period mutually agree to select a nationally recognized accounting firm (the "Third Party Accountant") to promptly review this Agreement and the calculations ---------------------- of the Company and the Reinsurer, which review shall commence no later than five (5) days after the selection of the Third Party Accountant, for the purpose of calculating the net consideration under this Agreement. In making such calculation, the Third Party Accountant shall consider only those items or amounts in the Reinsurer's calculation as to which the Company has disagreed. The Third Party Accountant shall deliver to the Company and the Reinsurer, as promptly as practicable (but no later than 30 days after the commencement of their review), a report setting forth such calculation, which calculation shall result in a net consideration between the amount thereof shown in the Reinsurer's calculation and the amount thereof in the Company's calculation. Such report shall be final and binding upon the Company and the Reinsurer. The fees, costs and expenses of the Third Party Accountant shall be borne equally by the Company and the Reinsurer. 6. Duration of Election. This election shall be effective for the taxable -------------------- year of each party that includes the Coverage Effective Date, and for all subsequent years during which this Agreement remains in effect. 25 ARTICLE XVI. MISCELLANEOUS ------------- 1. Headings and Schedules. Headings used herein are not a part of this ---------------------- Agreement and shall not affect the terms hereof. The attached Schedules and Appendix A are part of this Agreement. 2. Notices. All notices and communications hereunder shall be in writing ------- and shall be deemed given if received three (3) days after mailing, or if by telefax or by hand, when received, and if by overnight mail, on the next day. Any written notice shall be by either certified or registered mail, return receipt requested, or overnight delivery service (providing for delivery receipt) or delivered by hand. All notices or communications with the Reinsurer under this Agreement shall be addressed as follows: Catalyst Re Ltd. Clarendon House 2 Church Street Hamilton HM 11 Bermuda Attention: Secretary Telephone: 441-285-1422 Facsimile: 444-292-4730 All notices and communications with the Company under this Agreement shall be directed to: MetLife Insurance Company USA 1095 Avenue of the Americas Fifteenth Floor New York, NY 10036 Attention: Mr. Roberto Baron Email Address: rbaron@metlife.com ------------------ 3. Severability. If any term or provision of this Agreement shall be held ------------ void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby. 26 4. Governing Law. This Agreement shall be governed by the laws of the State ------------- of New York, without reference to the conflict of laws rules thereof. The parties agree that the Federal courts in the State of New York, or the state courts of such state, have jurisdiction to hear any matter relating to compelling arbitration, enforcing the judgment of an arbitral panel or deciding any matter subject to Article XI, section 3, and the parties hereby consent to such jurisdiction. The parties hereby waive, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of such venue, or any claim that a proceeding has been brought in an inconvenient forum. THE COMPANY AND THE REINSURER HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 5. Amendments and Successors. 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. The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the Reinsurer. 6. Entire Agreement. This Agreement, including the Schedules and Appendix ---------------- attached hereto, and the Cash Collateral Pledge Agreement constitute the entire agreement between the parties with respect to the reinsurance hereunder. There are no understandings between the parties with respect to the reinsurance hereunder other than as expressed in this Agreement and the Cash Collateral Pledge Agreement. 7. Assignment. This Agreement may not be assigned by any party without the ---------- prior written consent of the other party, and any purported assignment without such consent shall be 27 null and void; PROVIDED, HOWEVER, THAT the Reinsurer shall have the right to assign the rights under this Agreement by way of novation to a reinsurer that is (i) under common control with the Reinsurer, (ii) subject to a keepwell agreement issued by the Bank in favor of such reinsurer in a form substantially similar to the Keepwell Agreement and (iii) a U.S. taxpayer. 8. Confidentiality. The Company and the Reinsurer agree that the terms and --------------- conditions of this Agreement are confidential and will not disclose either verbally or by any means, unless written consent to such disclosure has been provided by the other party, any aspect of the contract including a general description of the transaction to any non-affiliated third party except (a) to its attorneys, auditors and regulators on a confidential basis and (b) to the extent required by applicable laws and regulations or by any subpoena or similar legal process or required or requested by any government or regulatory authority or stock exchange having authority or jurisdiction. The Company and the Reinsurer agree to continue to be bound by the terms of the Confidentiality Agreement dated by and between the parties, which is attached as Schedule E ---------- hereto and incorporated herein by reference. Notwithstanding the foregoing, each party to this Agreement, and each of their employees, representatives and other agents, are hereby expressly authorized to disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this presentation and all materials of any kind (including opinions or other tax analyses) that are provided to any such persons relating to such tax treatment and structure. This authorization of tax disclosure is retroactively effective to the commencement of the first discussions between the parties to this Agreement regarding the transactions contemplated herein. 9. Counterparts; Fax Signatures. This Agreement may be executed in ---------------------------- counterparts, each of which shall be an original, but all of which together shall constitute one and the same 28 agreement. The facsimile signature of any of the parties hereto may be relied upon and shall have the same effect as the original signature of such party. 29 ARTICLE XVII. EXECUTION --------- In witness of the above, this Agreement is executed in duplicate on the dates indicated below. ATTEST: METLIFE INSURANCE COMPANY USA By: /s/ Ruth Damian By: /s/ Roberto Baron ----------------------------- ----------------------------------- Name: Ruth Damian Name: Roberto Baron Title: Assistant Vice President Title: Senior Vice President Date: December 2, 2014 Date: December 2, 2014 ATTEST: CATALYST RE LTD. By: /s/ Karen Pinnock By: /s/ Michael G. Frith ----------------------------- ----------------------------------- Name: Karen Pinnock Name: Michael G. Frith Title: Legal Secretary Title: Director Date: December 5, 2014 Date: December 5, 2014 30 Schedule A - Periodic Settlements Report Schedule B - Reinsurance Accounting Report Schedule C - Reinsurance Agreements Schedule D - Reinsured Contracts Schedule E - Confidentiality Agreement Schedule F - Third Party Reinsurance Appendix A - Formulas, Schedules and Calculations SCHEDULE A PERIODIC SETTLEMENTS REPORT --------------------------- FROM REINSURER TO COMPANY --------------------------- Accounting Period: --------------------------- Date Report Completed: --------------------------- A) Benefit Allowance Balance from prior Accounting Period = B) Reinsured Claims paid prior Accounting Period = C) One year equivalent LIBOR rate for current Accounting Period = D) Actual days in current Accounting Period E) Benefit Allowance Increase Amount for current Accounting Period = F) Benefit Allowance Balance for current Accounting Period ((A-B)*(1+C*(D/360)) + E) = 1. Reinsurance Premiums = 2. Reinsured Claims = 3. Net Amount Due (1 - 2) = G) One year LIBOR Rate for next Accounting Period = SCHEDULE B REINSURANCE ACCOUNTING REPORT ----------------------------- FROM COMPANY TO REINSURER ------------------------- Accounting Period: _________ Date Report Completed: _________ Reinsured Risks Paid During the Prior Accounting Period:
Account Death Benefit Annual Value in excess of Date- Step-up Less Account Value Amount of of- Date of Death Surrender Less Surrender Third Party Reinsured Name SSN Death Issue Benefit Charge Charge Reinsurance Risk Aggregate Totals
SCHEDULE C REINSURANCE AGREEMENTS ---------------------- 1) Automatic Reinsurance Agreement Between Metropolitan Life Insurance Company and MetLife Insurance Company USA (as successor to Exeter Reassurance Company, Ltd.) Agreement No. 17258 Effective December 1, 2004 2) Automatic Reinsurance Agreement Between New England Life Insurance Company and MetLife Insurance Company USA (as successor to Exeter Reassurance Company, Ltd.) Agreement No. 15890 Effective June 26, 2001 3) Automatic Reinsurance Agreement Between First MetLife Investors Insurance Company and MetLife Insurance Company USA (as successor to Exeter Reassurance Company, Ltd.). Agreement No. 17259 Effective December 1, 2004 SCHEDULE D ---------- REINSURED CONTRACTS ------------------- Individual variable annuity contracts either (i) issued by the Company (or any predecessor of the Company) or (ii) issued by MetLife and reinsured by the Company, and, in either case, in-force as of the Coverage Effective Date having the following plan codes and issue dates: PLAN CODE SUMMARY FOR DB ANNUAL RATCHET INFORCE AS OF 9-30-05 -------------------------------------------------------------
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- 225010 001 MLFS B-SHARE 3,812 222,071,970 12-Dec-01 16-Jun-04 135 160 225020 001 MLFS C-SHARE 201 16,186,553 07-Feb-02 01-Aug-03 175 200 225030 001 MLFS L-SHARE 101 9,770,953 01-Mar-02 30-Sep-03 160 185 225050 001 MLFS BONUS 696 73,408,272 18-Dec-01 06-Aug-03 180 205 225080 001 MLFS BONUS 885 71,424,601 05-May-03 23-May-05 190 215 225090 001 MLFS BONUS 904 72,684,753 04-May-04 30-Sep-05 190 215 2250A0 001 MLFS B-SHARE 4,960 291,912,076 07-May-04 30-Sep-05 145 170 2250A1 001 MLFS B-SHARE 106 7,523,680 07-Jul-04 28-Sep-05 145 170 2250B0 001 MLFS B-SHARE 3,995 198,995,837 05-May-03 12-Sep-05 145 170 2250B1 001 MLFS B-SHARE 2 92,174 18-May-04 22-Jun-04 145 145 2250C0 001 MLFS C-SHARE 47 2,996,395 09-Jun-03 22-Jun-04 185 210 2250D0 001 MLFS C-SHARE 39 4,256,607 17-May-04 14-Sep-05 185 210 2250E0 001 MLFS L-SHARE 41 3,463,899 08-Jun-04 02-Sep-05 170 195 2250L0 001 MLFS L-SHARE 90 9,275,994 12-May-03 08-Jul-04 170 195 BN2201 004 MLI-USA BONUS 4,268 477,096,385 17-Apr-01 15-Oct-03 165 190 BN2203 004 MLI-USA BONUS 6,262 639,118,674 02-May-03 30-Sep-05 175 200 BN22M3 004 MLI-USA BONUS 1,645 246,287,600 02-May -03 30-Sep-05 175 200 BN22ML 004 MLI-USA BONUS 432 72,543,297 02-Jul-02 23-Dec-03 165 190 CS5201 004 MLI-USA C-SHARE 163 20,312,940 24-Oct-01 02-Jul-03 185 210 CS5203 004 MLI-USA C-SHARE 597 68,169,730 09-May-03 30-Sep-05 195 220 CS52M3 004 MLI-USA C-SHARE 414 53,553,925 05-May-03 29-Sep-05 195 220 CS52ML 004 MLI-USA C-SHARE 248 34,357,894 22-Mar-02 01-May-03 185 210 LS4201 004 MLI-USA L-SHARE 1,149 118,360,098 30-May-01 25-Aug-03 170 195 LS4203 004 MLI-USA L-SHARE 2,948 328,387,591 06-May-03 30-Sep-05 180 205
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- LS4204 004 MLI-USA L-SHARE 1,257 120,052,389 26-Nov-04 30-Sep-05 180 205 LS420R 004 MLI-USA L-SHARE 1 24,554 16-Apr-03 16-Apr-03 170 170 LS42M3 004 MLI-USA L-SHARE 1,909 239,746,854 02-May-03 30-Sep-05 180 205 LS42ML 004 MLI-USA L-SHARE 627 78,546,770 08-Mar-02 14-Jul-03 170 195 ST1201 004 MLI-USA B-SHARE 2,655 234,944,133 17-Apr-01 28-Oct-03 140 165 ST1203 004 MLI-USA B-SHARE 6,576 472,719,536 06-May-03 29-Sep-05 150 175 ST120X 004 MLI-USA B-SHARE 26 2,600,663 19-Mar-02 23-Apr-03 140 165 ST12M3 004 MLI-USA B-SHARE 1,358 150,097,118 02-May-03 30-Sep-05 150 175 ST12ML 004 MLI-USA B-SHARE 314 33,781,879 25-Jun-02 07-Jul-03 140 165 ST12R3 004 MLI-USA B-SHARE 13 481,403 04-Aug-03 24-Jan-05 150 175 ST12X3 004 MLI-USA B-SHARE 79 5,064,308 07-Aug-03 07-Sep-05 150 175 ST13MR 004 MLI-USA B-SHARE 1 180,937 23-Jun-04 23-Jun-04 175 175 125010 005 NEF B-SHARE 2,602 188,824,635 16-Ju1-01 29-Oct-03 135 160 125011 005 NEF B-SHARE 75 5,233,235 24-Sep-02 06-Jun-03 135 160 125020 005 NEF C-SHARE 75 6,349,815 31-Aug-01 08-Ju1-03 170 195 125030 005 NEF L-SHARE 31 3,016,001 13-Jul-01 27-May-03 160 160 125040 005 NEF P-SHARE 2,512 209,561,930 09-Jul-01 04-Nov-03 125 150 125050 005 NEF BONUS 883 92,335,576 18-Jul-01 27-Fcb-04 170 195 125080 005 NEF BONUS 451 48,592,416 12-May-03 29-Sep-04 180 205 125090 005 NEF BONUS 220 20,744,016 13-May-04 30-Sep-05 180 205 1250A0 005 NEF B-SHARE 1,417 98,965,432 10-May-04 30-Sep-05 145 170 1250A1 005 NEF B-SHARE 22 1,267,510 17-May-04 15-Jun-05 145 170 1250B0 005 NEF B-SHARE 1,369 92,497,239 09-May-03 04-Aug-04 145 170 1250B1 005 NEF B-SHARE 44 3,243,221 28-May-03 08-Apr-04 145 170 1250C0 005 NEF C-SHARE 42 5,295,175 22-May-03 01-Sep-04 180 205 1250D0 005 NEF C-SHARE 36 4,869,987 01-Jun-04 20-Sep-05 180 205 1250E0 005 NEF L-SHARE 22 2,931,734 01-Jun-04 25-Aug-05 170 195 1250F0 005 NEF P-SHARE 991 73,065,376 07-May-04 30-Sep-05 135 160 1250F1 005 NEF P-SHARE 17 1,368,585 16-Jun-04 15-Jul-05 135 135 1250L0 005 NEF L-SHARE 18 1,740,967 17-Jun-03 02-Jun-04 170 170 1250P0 005 NEF P-SHARE 1,430 97,488,452 12-May-03 01-Apr-05 135 160 1250P1 005 NEF P-SHARE 6 901,164 10-Oct-03 04-Jun-04 135 135 125110 005 NEF B-SHARE 2 164,931 14-Aug-02 29-Aug-02 135 135 125140 005 NEF P-SHARE 13 769,023 03-Dec-01 25-Mar-03 125 150 125150 005 NEF BONUS 2 172,454 19-Feb-03 29-Apr-03 170 170 125180 005 NEF BONUS 3 322,428 20-Oct-03 14-May-04 180 205
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- 1251A0 005 NEF B-SHARE 3 118,225 24-Sep-04 24-May-05 145 145 1251B0 005 NEF B-SHARE 2 39,241 04-Sep-03 08-Mar-04 145 145 1251F0 005 NEF P-SHARE 3 437,119 09-Jun-04 26-Aug-04 135 135 1251P0 005 NEF P-SHARE 4 61,954 24-Oct-03 25-Feb-04 135 160 BN2101 007 MLI-MO BONUS 2,461 322,888,891 27-Jun-01 30-Sep-03 165 190 BN2103 007 MLI-MO BONUS 2,200 270,929,941 05-May-03 29-Sep-05 175 200 CS5101 007 MLI-MO C-SHARE 559 64,692,910 16-Nov-01 15-Sep-03 185 210 CS5103 007 MLI-MO C-SHARE 347 36,612,535 14-May-03 23-Sep-05 195 220 FL3ED3 007 MLI-MO A-SHARE 779 72,126,267 02-May-03 22-Jun-04 85 110 FL3ED4 007 MLI-MO A-SHARE 981 92,469,701 06-May-04 29-Sep-05 95 120 FL3EDB 007 MLI-MO A-SHARE 488 42,327,987 01-May-02 23-Jun-03 85 110 FL3EDJ 007 MLI-MO A-SHARE 881 71,630,210 16-May-01 23-Aug-02 85 110 FL3ER3 007 MLI-MO A-SHARE 8 208,934 26-Aug-03 26-Apr-04 85 110 FL3ER4 007 MLI-MO A-SHARE 1 157,805 25-May-04 25-May-04 95 95 LS4101 007 MLI-MO L-SHARE 2,704 240,125,832 26-Sep-01 05-Sep-03 170 195 LS4103 007 MLI-MO L-SHARE 2,742 272,654,339 06-May-03 13-Sep-05 180 205 LS4104 007 MLI-MO L-SHARE 1,012 100,099,678 23-Nov-04 30-Sep-05 180 205 LS410R 007 MLI-MO L-SHARE 1 99,076 20-Mar-03 20-Mar-03 170 170 ST1101 007 MLI-MO B-SHARE 1,198 111,595,643 31-Aug-01 04-Nov-03 140 165 ST1103 007 MLI-MO B-SHARE 1,508 142,563,668 02-May-03 30-Sep-05 150 175 5T110R 007 MLI-MO B-SHARE 7 446,262 29-Jul-02 07-Oct-02 140 165 ST110X 007 MLI-MO B-SHARE 8 1,028,340 25-Nov-02 01-May-03 140 140 ST11X3 007 MLI-MO B-SHARE 23 1,681,466 19-Aug-03 21-Jul-05 150 175 ST1AG3 007 MLI-MO B-SHARE 3 204,885 12-Sep-03 09-Feb-04 140 140 ST1AGB 007 MLI-MO B-SHARE 3 256,498 04-Feb-03 25-Feb-03 140 140 ST1AGR 007 MLI-MO B-SHARE 3 248,426 18-Mar-03 27-Mar-03 140 140 ST1AR3 007 MLI-MO B-SHARE 1 88,660 08-Apr-04 08-Apr-04 165 165 ST1ED3 007 MLI-MO B-SHARE 562 30,629,221 02-May-03 19-Jul-04 140 165
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- ST1ED4 007 MLI-MO B-SHARE 414 21,671,184 05-May-04 27-Sep-05 150 175 ST1EDB 007 MLI-MO B-SHARE 754 44,437,413 01-May-02 28-May-03 140 165 ST1EDJ 007 MLI-MO B-SHARE 3,012 171,074,959 09-Apr-01 09-Sep-02 140 165 ST1EDX 007 MLI-MO B-SHARE 9 266,309 05-Jul-01 02-May-02 140 165 ST1ER3 007 MLI-MO B-SHARE 4 128,749 29-Jul-03 06-Apr-04 140 140 ST1EX3 007 MLI-MO B-SHARE 3 42,683 24-Mar-04 25-May-04 140 140 ST1EX4 007 MLI-MO B-SHARE 2 30,174 29-Jun-04 27-Aug-04 150 175 ST1EXB 007 MLI-MO B-SHARE 6 474,602 09-May-02 21-Feb-03 140 165 ST1NA3 007 MLI-MO B-SHARE 2,987 271,153,428 06-May-03 03-Sep-04 140 165 ST1NA4 007 MLI-MO B-SHARE 960 82,387,705 07-May-04 30-Sep-05 150 175 ST1NAB 007 MLI-MO B-SHARE 3,715 360,593,131 03-May-02 13-Aug-03 140 165 ST1NAV 007 MLI-MO B-SHARE 2,510 243,033,559 20-Apr-01 30-Jul-02 140 165 BN2101 008 MLI-CA BONUS 224 32,739,143 29-Aug-01 28-May-03 165 190 BN2103 008 MLI-CA BONUS 197 27,107,999 16-May-03 20-Sep-05 175 200 CS5101 008 MLI-CA C-SHARE 57 8,409,741 15-Jan-02 11-Apr-03 185 210 CS5103 008 MLI-CA C-SHARE 49 6,579,870 08-May-03 16-Sep-05 195 195 FL3ED3 008 MLI-CA A-SHARE 73 11,011,994 08-May-03 02-Jun-04 85 110 FL3ED4 008 MLI CA A-SHARE 80 6,326,524 10-May-04 27-Sep-05 95 120 FL3EDB 008 MLI-CA A-SHARE 38 3,619,034 01-May-02 23-May-03 85 110 FL3EDJ 008 MLI-CA A-SHARE 70 6,645,664 30-May-01 14-May-02 85 110 LS4101 008 MLI-CA L-SHARE 308 32,899,034 26-Sep-01 l8-Jun-03 170 195 LS4103 008 MLI-CA L-SHARE 269 33,302,542 05-May-03 31-Dec-04 180 205 LS4104 008 MLI-CA L-SHARE 102 10,428,488 30-Nov-04 27-Sep-05 180 205 ST1101 008 MLI-CA B-SHARE 158 14,043,564 10-Dec-01 22-May-03 140 165 ST1103 008 MLI-CA B-SHARE 141 12,505,040 08-May-03 20-Sep-05 150 175 ST11X3 008 MLI-CA B-SHARE 3 171,400 21-Sep-04 29-Sep-05 150 150 ST1AGR 008 MLI-CA B-SHARE 1 20,449 09-Sep-02 09-Sep-02 140 140
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- ST1AR3 008 MLI-CA B-SHARE 2 50,632 18-Feb-04 01-Mar-04 140 140 ST1ED3 008 MLI-CA B-SHARE 30 1,278,699 08-May-03 10-May-04 140 165 ST1ED4 008 MLI-CA B-SHARE 17 1,074,354 25-May-04 02-May-05 150 175 ST1EDB 008 MLI-CA B-SHARE 61 3,987,478 02-May-02 07-May-03 140 165 ST1EDJ 008 MLI-CA B-SHARE 215 11,099,558 09-Apr-01 29-May-02 140 165 ST1EXB 008 MLI-CA B-SHARE 1 151,272 12-Jul-02 12-Jul-02 140 140 ST1NA3 008 MLI-CA B-SHARE 262 24,475,281 05-May-03 27-May-04 140 165 ST1NA4 008 MLI-CA B-SHARE 110 12,315,246 18-May-04 27-Sep-05 150 175 ST1NAB 008 MLI-CA B-SHARE 288 30,843,616 09-May-02 10-Jun-03 140 165 ST1NAV 008 MLI-CA B-SHARE 186 18,689,812 29-May-01 30-Jul-02 140 165 BN2101 009 FMLI-NY BONUS 41 6,989,491 25-Nov-02 01-Aug-03 165 165 BN2103 009 FMLI-NY BONUS 1,119 131,610,802 13-May-03 30-Sep-05 175 175 BN21M3 009 FMLI-NY BONUS 868 127,492,783 03-Jun-03 28-Sep-05 155 175 BN21ML 009 FMLI-NY BONUS 10 2,772,211 07-Feb-03 23-Dec-03 165 165 CS5103 009 FMLI-NY C-SHARE 68 7,526,918 31-Jul-03 27-Sep-05 195 195 CS51M3 009 FMLI-NY C-SHARE 54 5,711,581 02-Jul-03 28-Sep-05 195 195 CS51ML 009 FMLI-NY C-SHARE 1 25,259 26-Mar-03 26-Mar-03 185 185 FL3ED4 009 FMLI-NY A-SHARE 3 304,555 14-Mar-05 27-Sep-05 95 95 FL3EDB 009 FMLI-NY A-SHARE 1 197,741 10-Mar-03 10-Mar-03 85 85 LS4101 009 FMLI-NY L-SHARE 121 7,709,015 27-Nov-02 02-Jul-03 170 170 LS4103 009 FMLI-NY L-SHARE 382 42,069,767 10-Jun-03 08-Mar-05 180 180 LS4104 009 FMLI-NY L-SHARE 196 20,134,229 23-Nov-04 29-Sep-05 180 180 LS41M3 009 FMLI-NY L-SHARE 328 41,004,154 25-Aug-03 30-Sep-05 180 180 LS41ML 009 FMLI-NY L-SHARE 107 9,726,171 27-Nov-02 21-May-03 170 170 ST1101 009 FMLI-NY B-SHARE 11 792,797 30-Dec-02 21-Jul-03 140 140 ST1103 009 FMLI-NY B-SHARE 477 35,798,697 11-Jun-03 29-Sep-05 150 150 ST11M3 009 FMLI-NY B-SHARE 181 16,796,609 23-May-03 30-Aug-05 150 150
COMP SUM MIN MAX MIN MAX PLAN- ANY- COMP ACCOUNT- EFFECTIVE- EFFECTIVE- MME- MME- CODE CODE ANY SHR-CLASS COUNT VALUE DATE DATE CHARGES CHARGES ------ ---- ------- --------- ----- ----------- ---------- ---------- ------- ------- ST11R3 009 FMLI-NY B-SHARE 1 7,855 27-Sep-04 27-Sep-04 150 150 ST1ED3 009 FMLI-NY B-SHARE 2 157,461 25-Jun-03 14-Aug-03 140 140 ST1ED4 009 FMLI-NY B-SHARE 1 112,900 02-Jun-04 02-Jun-04 150 150 ST1NA3 009 FMLI-NY B-SHARE 40 5,297,275 16-May-03 04-May-04 140 140 ST1NA4 009 FMLI-NY B-SHARE 54 3,700,206 22-Jun-04 29-Sep-05 150 150 ST1NAB 009 FMLI-NY B-SHARE 3 124,274 04-Feb-03 20-Feb-03 140 140
SCHEDULE E CONFIDENTIALITY AGREEMENT ------------------------- SCHEDULE F THIRD PARTY REINSURANCE ----------------------- The Company (as successor to Exeter) has previously ceded or retroceded, as the case may be, a portion of the GMBD risk assumed from MetLife Investors, MetLife Investors USA, MetLife Investors of California, and New England Life Insurance Company to AXA Corporate Solutions Life Reinsurance Company ("AXA"). The Agreement with AXA covers a 25% quota share of the GMBD risk on business written by the 4 companies from April 1, 2001 through June 30, 2004. APPENDIX A ---------- PROXY TOTAL For each Accounting Period T (where T = 1 to 15) during ACCOUNT VALUE the Premium Payment Period, the Proxy Total Account Value will equal: $7,591,263,000 * (Alpha0t + Alpha1t XtBeta1t), where Alpha\\0t\\, Alpha\\1t\\, and Beta\\1t\\ are constants fixed and specified in SCHEDULE 1, and 1 12t Xt = --- SIGMA Sn/So, 12 n=(t-1)12+1 where S\\N\\ is the value of the S&P 500 index (Bloomberg Ticker "SPX") on the last business day of sequential calendar month N (where N = 0 to 180), where S\\0\\ is its value on 09/30/2005, S\\1\\ is its value on 10/31/2005, S\\2\\ is its value on 11/30/2005, etc. BENEFIT ALLOWANCE The Benefit Allowance C\\T\\ as of the end of each Accounting Period T is defined by the formula: Ct = Ct + (Ct-1 - ACPt-1)(1 + rt dayst / 360), where C\\0\\ =0 and C\\T\\ is the Benefit Allowance Increase Amount for Accounting Period T (defined below), and ACPt = Min(Ct, ACt), is the total of Reinsured Claims paid with respect to such Accounting Period T, with AC\\T\\ being the total of reported Reinsured Risks occurring during Accounting Period T, R\\T\\ a rate equivalent to one-year LIBOR set at the beginning of Accounting Period T, and DAYS\\T\\ the number of actual calendar days in Accounting Period T. BENEFIT ALLOWANCE INCREASE AMOUNT For Accounting Period T, within the Premium Payment Period, the Benefit Allowance Increase Amount will be determined by the formula: Ct = $7,591,263 x (a0t + a1t (Max[0,a2t ytb2t - xt])b1t where A\\1T\\, and B\\1t\\ are constants fixed and specified in SCHEDULE 2, x\\T\\ is as defined under Proxy Total Account Value, and where 1 12t yt = ----------- SIGMA Max[So,...,Sn]/So Min[24,12t] n=Max[1,12(t-2)+1] After the Premium Payment Period, the Benefit Allowance Increase Amount will be zero. SCHEDULE 1 ----------
ACCOUNTING PERIOD ------------------------ T First Day Last Day A\\0\\ A\\1\\ B\\1\\ --------- ----------- ----------- --------- -------- ------- 1 10/01/2005 09/30/2006 -0.0091 1.0184 0.6556 2 10/01/2006 09/30/2007 0.0393 0.8869 0.6937 3 10/01/2007 09/30/2008 0.0538 0.7866 0.7138 4 10/01/2008 09/30/2009 0.0531 0.7001 0.7205 5 10/01/2009 09/30/2010 0.0305 0.6307 0.7051 6 10/01/2010 09/30/2011 0.0359 0.5219 0.7213 7 10/01/2011 09/30/2012 0.0416 0.4088 0.7431 8 10/01/2012 09/30/2013 0.0104 0.3414 0.7135 9 10/01/2013 09/30/2014 0.0002 0.2745 0.7048 10 10/01/2014 09/30/2015 0.0081 0.2075 0.7379 11 10/01/2015 09/30/2016 0.0019 0.1726 0.7336 12 10/01/2016 09/30/2017 -0.0029 0.1448 0.7312 13 10/01/2017 09/30/2018 -0.0043 0.1178 0.7413 14 10/01/2018 09/30/2019 -0.0073 0.0966 0.7442 15 10/01/2019 09/30/2020 -0.0102 0.0788 0.7447
SCHEDULE 2 ----------
Accounting Period ----------------------- T First Day Last Day a\\0\\ a\\1\\ a\\2\\ b\\1\\ b\\2\\ ----- ----------- ----------- ------- ------- ------- ------- ------- 1 10/01/2005 09/30/2006 0.0000 9.2769 1.0433 1.9145 0.8656 2 10/01/2006 09/30/2007 0.0353 5.4112 1.0692 1.6938 0.9414 3 10/01/2007 09/30/2008 0.0467 4.7347 1.0599 1.5408 0.9076 4 10/01/2008 09/30/2009 0.0549 4.3721 1.0676 1.5414 0.8967 5 10/01/2009 09/30/2010 0.0644 3.8701 1.0519 1.4139 0.9105 6 10/01/2010 09/30/2011 0.0703 3.3183 1.0298 1.2844 0.9324 7 10/01/2011 09/30/2012 0.0694 2.7801 1.0274 1.2335 0.9408 8 10/01/2012 09/30/2013 0.0657 2.3735 1.0343 1.2331 0.9292 9 10/01/2013 09/30/2014 0.0589 1.9570 1.0300 1.2078 0.9438 10 10/01/2014 09/30/2015 0.0609 1.7453 1.0099 1.1583 0.9512 11 10/01/2015 09/30/2016 0.0681 1.5341 1.0105 1.1640 0.9497 12 10/01/2016 09/30/2017 0.0597 1.3176 0.9825 1.0355 0.9820 13 10/01/2017 09/30/2018 0.0548 1.1568 1.0195 1.0906 0.9526 14 10/01/2018 09/30/2019 0.0559 1.0485 1.0004 1.0363 0.9595 15 10/01/2019 09/30/2020 0.0544 0.8731 1.0245 1.0574 0.9465