Exhibit 10.24


 


	
   

  



 


 


REINSURANCE AGREEMENT


 


between


 


VIE PLUS


 


and


 


R.D PLUS


 


Dated as of [         ] 2004


 


 


	
   

  



 

















 


This Agreement, dated as of
                       2004
(the “Agreement”) is made and entered into by and between VIE PLUS, an
insurance company organised under French law (the “Company”), and R.D PLUS, an
insurance company organised under French law (the “Reinsurer”).


 


The Company and the Reinsurer mutually agree
to reinsure the risks described in this Agreement under the terms and
conditions stated herein.  This
Agreement is solely between the Company and the Reinsurer, and the performance
of the obligations of each party under this Agreement shall be rendered solely
to the other party. In no instance shall anyone other than the Company or the Reinsurer
have any rights under this Agreement. The Company shall be and shall remain the
only party that is liable to any insured, policyholder, claimant or beneficiary
under any insurance policy or contract reinsured hereunder.


 


ARTICLE  1 
-  DEFINITIONS


 


As used in this Agreement, the following
terms shall have the following meanings:


 


“Accounting Period” means each period
of a quarter the first such period commencing at 00.01 Paris time on 1 January
2004 and the last such period commencing on the first day of the quarter in
which the Termination Date falls and ending on the Termination Date.


 


“Affiliate” means any other Person
that directly or indirectly controls, is controlled by, or is under common
control with, the first Person. “Control” (including the terms, “controlled by”
and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
credit arrangement, as trustee or executor, or otherwise.


 


“Ceded Reinsurance” means all
reinsurance ceded by the Company pursuant to contracts, binders, certificates,
treaties or other evidence of reinsurance relating to the Reinsured Risks in
effect on or prior to the Inception Date, except the reinsurance provided
pursuant to this Agreement.


 


“Ceded Reinsurance Agreements” means
all of the contracts, binders, certificates, treaties or other evidence for
Ceded Reinsurance.


 


“Commutation”
means, with respect to any portion of the Ceded Reinsurance, a commutation or
other similar transaction that results in the termination of such Ceded
Reinsurance with respect to the Reinsured Risks.


 


“Direct Commission” means all
commissions and other consideration now or hereafter accrued or payable to the
brokers and other intermediaries for the Reinsured Risks, which are composed of
a fixed commission based on the net earned premiums and a variable commission
based on a profit sharing mechanism. 
For the avoidance of doubt, it is intended that the Agreement have no
impact on the calculation of the profit sharing in any arrangement with a
broker or an intermediary.


 


“EURIBOR” means the European
InterBank Offered Rate.


 


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“Extra Contractual Liabilities” means
all liabilities of the Company for damages (including compensatory,
consequential, exemplary, punitive, bad faith or similar or other damages)
which relate to the marketing, sale, underwriting, issuance, delivery,
cancellation or administration of contracts under which the Company assumes
Reinsured Risks, including liability arising out of or relating to any alleged
or actual act, error or omission by the Company or its agents, whether
intentional or otherwise, with respect to any of such contracts, including (A)
any alleged or actual reckless conduct or bad faith in connection with the
handling of any claim arising out of or under Reinsured Risks, or (B) the
marketing, sale, underwriting, issuance, delivery, cancellation or
administration of any of such contracts.


 


“Inception Date” means 00.01 Paris
time on 1 January 2004.


 


“Negative Settlement Amount” means
with respect to each Accounting Period the amount of any net deficit set forth
in the Quarterly Settlement for such Accounting Period as provided in Article
7.


 


“Person” means any natural person,
firm, limited liability company, general partnership; limited partnership,
joint venture, association, corporation, trust, Governmental Authority or other
entity.


 


“Portfolio Transfer” means the
transfer by the Company to FINCL of the Reinsured Risks in application of the
provisions of article L.324-1 of the French Insurance Code.


 


“Positive Settlement Amount” means
with respect to each Accounting Period the amount of any net surplus set forth
in the Quarterly Settlement for such Accounting Period as provided in Article
7.


 


“Reinsured Liabilities” means all insurance liabilities and
obligations arising under the Reinsured Risks including, without limitation (i)
benefits, surrender amounts and other amounts payable to policyholders under
the terms of the Reinsured Risks, (ii) other consideration paid on or after the
Inception Date with respect to the Reinsured Risks, (iii) all amounts payable
on or after the Inception Date for returns or refunds of premiums under the
Reinsured Risks and (iv) all Extra Contractual Liabilities.


 


“Reinsured Risks” means the whole or, as the case may be, such
part of the insurance risks related to payment protection insurance business as
are assumed or borne by the Company under or in connection with any and all
insurance policies and contracts to which it is a party and which are in force
at any time on or prior to the Termination Date.


 


“Reinsurance Recoverables” means the
amount of reinsurance recoverables that is actually collected under Ceded
Reinsurance.


 


“Reserves” means the sum of all
reserves and liabilities required to be maintained by the Company for the
Reinsured Liabilities including any reserve for any Extra Contractual
Liability, calculated consistent with the reserve requirements, statutory
accounting rules and actuarial principles under the French laws.


 


“Termination Date” means the effective
date of any termination of this Agreement as provided in Article 8.


 


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ARTICLE 2  - 
COVERAGE


 


Coverage. Upon the terms and subject to the
conditions and other provisions of this Agreement, as of the Inception Date,
the Reinsurer agrees to reinsure the Reinsured Liabilities by way of the Reinsurer
indemnifying the Company in respect of each Negative Settlement
Amount.  As consideration for the
reinsurance by the Reinsurer under this Agreement, the Company shall pay to the
Reinsurer each Positive Settlement Amount.


 


Conditions.  Except as otherwise set forth
or contemplated herein, no changes, amendments or modifications made on or
after the Inception Date to the terms and conditions of the Reinsured Risks
in-force as of the Inception Date which adversely affect the liability of the
Reinsurer hereunder shall be covered hereunder without the prior written
approval of such changes, amendments or modifications by the Reinsurer, which
approval shall not be unreasonably withheld or delayed.  In the event that any such changes,
amendments or modifications are made in any such Reinsured Risk without the
prior written approval of the Reinsurer, this Agreement will cover liability
incurred by the Company for Reinsured Risks as if the unapproved changes,
amendments or modifications had not been made.


 


Territory.  The territorial limits of the
Agreement shall be identical to those of the Reinsured Risks.


 


Commutation of Ceded Reinsurance. 
The Company shall not, without the Reinsurer’s prior written approval,
in its sole discretion, take any action to amend or terminate any Ceded
Reinsurance under any Ceded Reinsurance Agreement or enter into any Commutation
of Ceded Reinsurance.


 


New reinsurance covers. 
Subsequent to the Inception Date, the Company will not enter into any
reinsurance arrangements with respect to the Reinsured Risks without the prior
written consent of the Reinsurer, in its sole discretion.


 


ARTICLE 3  - 
ADMINISTRATION - GENERAL PROVISIONS


 


Contract Administration. 
The Company shall procure that the Reinsured Risks are administered in
accordance with their terms, in good faith and with the care, skill, prudence,
and diligence of a person experienced in administering insurance business.


 


Sub-contracting of Contract Administration.  The Company may subcontract the performance
of any service or services which the Company is required to procure in
connection with the administration of the Reinsured Risks to (i) an Affiliate,
(ii) a service provider utilized by the Company with respect to the Reinsured
Risks or its other business as of the date hereof, (iii) any Person to whom
such subcontracting is required to be effected under the terms of any
distribution agreement or (iv) with the prior written consent of the Reinsurer,
any other Person, such consent not to be unreasonably withheld; provided,
that no such subcontracting shall relieve the Company from any of its
obligations or liabilities hereunder, and the Company shall remain responsible
for all obligations or liabilities of such subcontractor with regard to the
provision of such advice or services as if provided by the Company.


 


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Ceded Reinsurance Agreements: 
The Company shall manage and administer the Ceded Reinsurance
Agreements. Without limiting the forgoing, the Company shall promptly pay when
due all reinsurance premiums due to reinsurers under the Ceded Reinsurance
Agreements and use all commercially reasonable efforts to collect from such
reinsurers all Reinsurance Recoverables due thereunder, it being understood
that the Reinsurer will bear the risk of collectability of any Reinsurance
Recoverable.


 


Reinsured Policy Terms. 
The Company shall set all insurance rates and underwriting criteria in
respect of the Reinsured Risks from and after the Inception Date consistently
with the manner in which it has done so in the past, consulting with the
Reinsurer on any issue which is expected to have a material adverse impact on
any amounts which the Reinsurer reasonably expects to become payable to it
under the terms of this Agreement.


 


Claims Settlements. 
The Company agrees that if so requested by the Reinsurer it will provide
notice to the Reinsurer as soon as is reasonably practicable of its intention
to commence litigation proceedings in respect of a claim in excess of €100,000
with respect to a Reinsured Policy along with (if requested by the Reinsurer)
copies of all pleadings and reports of investigation with respect to that
claim.  The Reinsurer shall have the
right, at its own expense, to participate jointly with the Company in the
investigation, adjustment or defence of such claims.


 


Inspection. 
The Company shall keep accurate and complete records, files and accounts
of all transactions and matters with respect to the Reinsured Risks in
accordance with its record management practices in effect from time to
time.  The Reinsurer or its designated
representative may upon reasonable notice inspect and copy, at the offices of
the Company where such records are located, the papers and any and all other
books or documents of the Company reasonably relating to the Reinsured Risks
and the administration thereof, during normal business hours for such period as
this Agreement is in effect or for as long thereafter as the Company seeks
performance by the Reinsurer pursuant to the terms of this Agreement or the
Reinsurer reasonably needs access to such records for regulatory, tax or
similar purposes.  The information
obtained shall be used only for purposes relating to reinsurance under this
agreement.


 


Co-operation. 
Each party hereto shall co-operate fully with the other in all
reasonable respects in order to accomplish the objectives of this Agreement
including making available to each their respective officers and employees for
interview and meetings with governmental authorities and furnishing any additional
assistance, information and documents as may be reasonably requested by either
party from time to time.


 


Errors and Omissions. 
If any delay, omission, error or 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 party first 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 of such other
party’s receipt of such notice. 
However, this section shall not be construed as a waiver by either party
of its right to enforce strictly the terms of this Agreement.


 


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Age, Sex and Other Adjustments.  The liability of the Reinsurer shall follow
that of the Company including in circumstances where the Company’s liability
under any of the Reinsured Risks is changed because of a misstatement of age or
sex or any other material fact, and the Company and the Reinsurer will make all
appropriate adjustments to amounts due to each other under this Agreement in
such circumstances.


 


Setoff. 
Any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favour of or against either
the Company or the Reinsurer with respect to this Agreement between the Company
and the Reinsurer, are deemed mutual debts or credits, as the case may be, and
shall be set off 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.


 


ARTICLE 4 
- REINSURANCE PREMIUM


 


The reinsurance premium due as of the day the
parties enter into this Agreement by the Company to the Reinsurer shall be
equal to the Reserves as of December 31, 2003 (the “Reinsurance Premium”).


 


The amount of the Reinsurance Premium and the
amount of the Deposit referred to in article 5 hereafter being equal as of the
day the parties enter into this Agreement, the Company shall not make any
payment in cash of the Reinsurance Premium and shall retain such Reinsurance
Premium to constitute the Reinsurer’s Deposit as of the day the parties enter
into this Agreement.


 


ARTICLE 5  - 
DEPOSIT


 


In order to allow the Company to take credit
in its balance sheet of this quota share reinsurance, the Reinsurer will
deposit in the Company’s accounts as of the day  the parties enter into this Agreement an amount equal to the
Reserves as of December 31, 2003 in accordance with article R332.17 of the
French Insurance Code (the “Deposit”).


 


The amount of the Deposit will be increased
or decreased every quarter, in the framework of the Quarterly Settlements until
the Termination of this Agreement, such adjustment(s) being equal to the
increase or decrease in the Reserves referred to in Article 7.


 


The Deposit will bear an interest equal to
five point two per cent (5.2%) per annum that will be computed every quarter
through the Quarterly Settlements.


 


ARTICLE 6 
-  CEDING COMMISSION


 


The Reinsurer shall pay a ceding commission
(the “Ceding Commission”) to the Company for each Accounting Period in an
amount equal to four point four per cent (4.4%) of the earned premiums that
will be paid through the Quarterly Settlements.


 


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ARTICLE 7 -
ACCOUNTING AND SETTLEMENT


 


(a) Quarterly Settlement


 


As soon as feasible but no more than fifteen
(15)] days after the end of each Accounting Period, the Company shall supply
the Reinsurer with a report that shall compute the following financial data for
such Accounting Period:


 


•                  The earned premiums plus other income excluding any investment income
and realized and/or unrealised capital gains, related to the Reinsured Risks
net of any insurance taxes and of any guarantee fund contribution related to
these premiums and net of any reinsurance cost related to the Ceded
Reinsurance;


 


•                  Minus the claims paid on the Reinsured Liabilities, net of any
reinsurance received under the Ceded Reinsurance;


 


•                  Minus the Direct Commission net of any portion thereof actually paid
under Ceded Reinsurance;


 


•                  Minus any increase in the Reserves;


 


•                  Plus any decrease of the Reserves;


 


•                  Plus interest on the Deposit
calculated in reference to Article 5 hereof;


 


•                  Minus the Ceding Commission.


 


Payments.


 


For each Accounting Period as to which there
is a Negative Settlement Amount, the Reinsurer shall pay to the Company an
amount equal to such Negative Settlement Amount within ten (10) days of the
delivery of the Quarterly Report by the Company.


 


For each Accounting Period as to which there
is a Positive Settlement Amount the Company shall pay to the Reinsurer an
amount equal to such Positive Settlement Amount within ten (10) days of the
delivery of the Quarterly Report by the Company.


 


Delayed Payments.  In the event that all or any portion of any payment due to either
party pursuant to this Agreement becomes overdue the portion of the amount
overdue shall bear interest at an annual rate equal to 3 Month EURIBOR on the
date that the payment becomes overdue plus 200 basis points per annum, for the
period that the amount is overdue.


 


(b) Other Report


 


Annual Reports. 
Within forty-five (45) days after the end of each calendar year the
Company shall supply the Reinsurer with a report that shall provide the
financial data specified in the previous section for such calendar year.


 


Additional Reports and Updates. 
For so long as this Agreement remains in effect, each of the parties
shall periodically furnish to the other such other reports and information as
is reasonably available to it and as may be reasonably requested by such other
party for regulatory, tax or similar purposes.


 


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(c) Actual Data


 


In preparing all reports required under this
Agreement, the Company shall use all commercially reasonable efforts to supply
the actual data. If the actual data cannot be supplied with the appropriate
report, the Company shall produce best estimates and shall provide amended
reports based on actual data no more than ten (10) days after the actual data
becomes available and the parties will settle any additional amounts due within
five (5) days thereafter, together with interest as provided in the last
paragraph of Article 7 (a) hereof.


 


ARTICLE 8  - 
DURATION AND TERMINATION


 


8.1                                 Duration. 
Except as otherwise provided herein, this Agreement shall be unlimited
in duration.


 


8.2                                 Reinsurer’s Liability. 
The Reinsurer’s liability with respect to the Reinsured Risks under this
Agreement will terminate on the earlier of: (i) the date that all amounts
due  under this Agreement have been paid
; (ii) the date this Agreement is terminated at the option of the Reinsurer or
the Company in accordance with Article 8.3 hereof; and (iii) the date this
Agreement is terminated upon the written agreement of the parties.


 


8.3                                 Optional Termination: Final Payment
Obligations.  Either the Reinsurer or the Company may
terminate this Agreement and the reinsurance hereunder upon at least 3 business
days prior written notice of its intent to terminate this Agreement upon the
execution of the Portfolio Transfer by the Company of the Reinsured Risks.


 


8.4                                 Consequence of Termination


 


a)                                      In the event that this Agreement is
terminated pursuant to section 8.3, this Agreement shall terminate as of the
end of the quarter in which the notice of termination pursuant to the previous
section is received by the non-terminating party and a net accounting and
settlement as to any balance due under this Agreement shall be undertaken by
the parties for such Accounting Period (the “Final Settlement”).


 


b)                                     In
the event that, subsequent to the Final Settlement but not later than eighteen
(18) months after the Termination Date, the Company receives any amount, or is
required to pay any amount, which was not taken into account in calculating any
Positive or Negative Settlement Amount but which would have been so taken into
account had it been received or paid prior to the Termination Date or the Final
Settlement, the Company or (as the case may be) the Reinsurer shall make such
payment or payments to the other as is required to reflect as nearly as
possible the position that would have prevailed had such amount been so taken
into account.


 


ARTICLE 9  - 
DISPUTE RESOLUTION


 


9.1                                 General
Provisions.


 


(a)                                 Any dispute,
controversy or claim arising out of or relating to this Agreement or the
validity, interpretation, breach or termination thereof (a “Dispute”), shall be
resolved


 


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in accordance
with the procedures set forth in this Article 9, which shall be the sole and
exclusive procedure for the resolution of any such Dispute.


 


(b)                                Commencing with the
request contemplated by Section 9.2, all communications between the parties or
their representatives in connection with the attempted resolution of any
Dispute, including any mediator’s evaluation referred to in Section 9.3, shall
be deemed to have been delivered in furtherance of a Dispute settlement and
shall not be admissible in evidence for any reason (whether as an admission or
otherwise), in any arbitral or other proceeding for the resolution of the
Dispute.


 


(c)                                  The present
arbitration clause does not exclude the right of recourse to the courts in
respect of any measure which the Code of Civil Procedure permits to be taken by
court order (“ordonnance”), including, without limitation, any measure ordered
in proceedings “en référé”, where such order does not prejudge the legal
determination of the substance of any issue submitted to arbitration.


 


(d)                                 The specific
procedures set forth below, including but not limited to the time limits
referenced therein, may be modified by agreement of the parties in writing.


 


(e)                                  The parties agree and
accept that the commencement of arbitration proceedings hereunder will
interrupt any prescription which may at the relevant time be running in respect
of any right which is the object of, or is otherwise affected by, such
proceedings.


 


9.2                                 Consideration
by Senior Executives.  If a Dispute
is not resolved in the normal course of business at the operational level, the
parties shall attempt in good faith to resolve any Dispute by negotiation
between executives who hold, in respect of each of the business entities
involved in the Dispute, at a minimum, the office of President, Chief Executive
Officer or Chief Financial Officer. 
Either party may initiate the executive negotiation process by written
notice to the other.  Fifteen (15) days
after delivery of the notice, the receiving party shall submit to the other a
written response. The notice and response shall include (i) a statement of the
Dispute and of each party’s position, and (ii) the name and title of the
executive who will represent that party and of any other person who will
accompany the executive.  Such
executives will meet in person or by telephone within 30 days of the initial
notice to seek a resolution.


 


9.3                               Mediation.  If a Dispute is not resolved by negotiation
as provided in Section 9.2 within forty-five (45) days from the initial notice,
then either party may submit the Dispute for resolution by mediation pursuant
to the Center for Public Resources (“CPR”) Model Mediation Procedure as then in
effect.  The parties will select a
mediator from the CPR Panels of Distinguished Neutrals, but such mediator must
have prior reinsurance experience either as a lawyer or as a present or former
officer or management employee of a reinsurance company, but not of the
Company, or the Reinsurer, or any of their respective affiliates.  Either party at commencement of the
mediation may ask the mediator to provide an evaluation of the Dispute and the
parties’ relative positions.


 


9.4                                 Arbitration.  If a Dispute is not resolved by mediation as
provided in Section 9.3 within thirty (30) days of the selection of a mediator
(unless the mediator chooses to withdraw sooner), either party may submit the
Dispute to be finally resolved by arbitration pursuant to the CPR Rules for
Non-Administered Arbitration as then in


 


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effect.  The parties consent to a single,
consolidated arbitration for all known Disputes existing at the time of the
arbitration and for which arbitration is permitted.


 


(a)                                 The neutral
organisation for purposes of the CPR rules will be the CPR.  the arbitral tribunal shall be composed of
three arbitrators who are each experienced in the reinsurance business, of whom
each party shall appoint one in accordance with the “screened” appointment
procedure provided in Rule 5.4 of the CPR rules.  The non-party appointed arbitrator must have prior French
reinsurance experience as a present or former officer or management employee of
a reinsurance company, but not of the Company, or the Reinsurer, or any of
their respective affiliates.  The
arbitration shall be conducted in Paris. Each party shall be permitted to
present its case, witnesses and evidence, if any, in the presence of the other
party.  A written transcript of the
proceedings shall be made and furnished to the parties.  The arbitrators shall determine the dispute
in accordance with French law, without giving effect to any conflict of law
rules or other rules that might render such law inapplicable or unavailable,
and shall apply this Agreement according to its terms.


 


(b)                                The parties agree to be
bound by any award or order resulting from any arbitration conducted hereunder and
further agree that judgment on any award or order resulting from an arbitration
conducted under this Section may be entered and enforced in any court having
jurisdiction thereof.


 


(c)                                  Except as expressly
permitted by this Agreement, no party will commence or voluntarily participate
in any court action or proceeding concerning a Dispute, except (i) for
enforcement as contemplated by Section 9.4(b) above, (ii) to restrict or vacate
an arbitral decision based on the grounds specified under French Law, or (iii)
for interim relief as provided in paragraph (e) below.  For the purposes of the foregoing the
parties hereto submit to the non-exclusive jurisdiction of the French courts.


 


(d)                                 Each party will bear
its own attorneys’ fees and costs.


 


ARTICLE 10  -  MISCELLANEOUS
PROVISIONS


 


Notices. 
All notices, requests, demands and other communications under this
Agreement must be in writing and will be deemed to have been duly given or made
as follows: (a) if sent by registered or certified mail in France with return
receipt requested, upon receipt; (b) if sent by reputable overnight air
courier, four business days after mailing; (c) if sent by facsimile
transmission, with a copy mailed on the same day in the manner provided in (a)
or (b) above, when transmitted and receipt is confirmed by telephone; or (d) if
otherwise actually personally delivered, when delivered, and shall be delivered
as follows.


 


If to the Company:


 


To the
Reinsurer:


 


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or to such other address or to such other
person as either party may have last designated by notice to the other party.


 


Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, permitted assigns and legal
representatives.  Neither this
Agreement, nor any right or obligation hereunder, may be assigned by any party
without the prior written consent of the other party hereto. Any assignment in
violation of this section shall be void and shall have no force and
effect.  Nothing in this section shall
be construed to prohibit the Reinsurer from retroceding all or any portion of
the business reinsured hereunder.


 


Amendments. 
This Agreement may not be changed, altered or modified unless the same
shall be in writing executed by the Company and the Reinsurer.


 


Governing Law. 
This Agreement will be construed, performed and enforced in accordance
with the French laws without giving effect to its principles or rules of
conflict of laws thereof to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction.


 


Entire
Agreement: Severability.  This Agreement constitutes the entire agreement between the
parties hereto relating to the subject matter hereof and supersedes all prior
and contemporaneous agreements, undertakings, statements, representations and
warranties, negotiations and discussions, whether oral or written of the
parties and there are no general or specific warranties, representations or
other agreements by or among the parties in connection with the entering into
of this Agreement or the subject matter hereof except as specifically set forth
or contemplated herein.


 


Survival. 
Section 8.4(b) and Articles 9 and 10 shall survive the termination of
this Agreement but shall, in the case of Section 8.4(b), terminate no later
than eighteen (18) months after the Termination Date.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.


 


 


	
   

  	
  VIE PLUS

  
	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  R.D PLUS

  
	
   

  	
  By  

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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