Exhibit 10.23


 




 





 


REINSURANCE AGREEMENT


 


between


 


FINANCIAL ASSURANCE COMPANY LIMITED


 


and


 


VIKING INSURANCE COMPANY, LIMITED


 


Dated as of [    ] 2004


 


 


	
   

  



 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE II  COVERAGE

  	
   

  
	
   

  	
   

  
	
  ARTICLE III  ADMINISTRATION: GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV  CEDING COMMISSION

  	
   

  
	
   

  	
   

  
	
  ARTICLE V  ACCOUNTING AND SETTLEMENT: RESERVE
  ADJUSTMENT

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI  DURATION AND TERMINATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII  INSOLVENCY

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VIII  DISPUTE RESOLUTION

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  A – Part I  CEDING COMMISSION

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  A – Part II  ESTIMATED CEDING
  COMMISSION

  	
   

  
	
   

  	
   

  
	
  SCHEDULE B  ACCOUNTING PERIOD REPORTS

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  C  THE BONDS

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  D  LIST OF REINSURANCE ARRANGEMENTS

  	
   

  



 

















 


REINSURANCE
AGREEMENT


 


 


This Agreement, dated as of
                     ,
2004 (this “Agreement”) is made and entered into by and between Financial Assurance
Company Limited, an insurance company organised under the laws of England (the
“Company”), and Viking Insurance Company, Limited, an insurance company
organised under the laws of Bermuda (the “Reinsurer”).  Defined terms used herein are defined below.


 


The Company and the Reinsurer mutually
agree to reinsure 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, except as set forth in
Article VII of this Agreement, 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 I


 


DEFINITIONS


 


1.1                                 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” means each period of a calendar month the first such period
commencing at 00.01 Bermuda local time (Atlantic Standard Time) on 1 January
2004 and the last such period commencing on the first day of the calendar month
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.


 


“Agreement”
shall have the meaning specified in the first paragraph of this Agreement.


 


“Applicable
Law” means any law (including common law), statute, ordinance, rule,
regulation, order, writ, injunction, judgment, permit, governmental agreement
or decree applicable to a Person or any of such Person’s subsidiaries,
properties, assets, or to


 

















 


such Person’s
officers, directors, managing directors, employees or agents in their capacity
as such.


 


“Bonds”
means the categories of products written by the Company, whether before, on or
after the Inception Date, which are listed in Schedule C.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which
banks in London are closed for trading.


 


“Ceded
Reinsurance” means all reinsurance ceded by the Company pursuant to
contracts, binders, certificates, treaties or other evidence of reinsurance
relating to the Relevant Risks in effect on or prior to the Inception Date, or,
in accordance with Section 2.5, following 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.


 


“Ceding
Commissions” shall have the meaning specified in Schedule A — Part I.


 


“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 Relevant Risks.


 


“Distributor
Agreements” means all distributor, agency or profit sharing agreements or
arrangements with third parties (each, a “Distributor”) relating to the
Relevant Risks whether entered into before, on or after the Inception Date.


 


“Estimated
Ceding Commission” shall have the meaning
specified in Section 4.1.


 


“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 Relevant 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 such contracts, or (B)
the marketing, sale, underwriting, issuance, delivery, cancellation or
administration of any of such contracts.


 


“FSA”
means the Financial Services Authority of the United Kingdom.


 


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“Governmental
Authority” means any national government, any state or other political
subdivision thereof or any self-regulatory authority, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


“Inception
Date” shall have the meaning specified in Section 2.1.


 


“Insolvency
Fund” means any guarantee fund, insolvency fund, plan, pool, association,
or other arrangement, however denominated, established or governed, which
provides for the payment by the Company of any levy, amount or charge in
respect of, or assumption by the Company of part or all of any claims, debts,
charges, fees or other obligations of an insurer or reinsurer, or its
successors or assigns, as a result of its having been declared by any competent
authority to be insolvent, or as a result of its having otherwise been deemed
unable to meet any such claims, debts, charges, fees or other obligations in whole
or in part.


 


“Mathematical
Reserves” means, as of any given date, the mathematical reserves of the
Company calculated in accordance with the Valuation and Accounting Principles.


 


“Monthly
Report” shall have the meaning specified in Section 5.1.


 


“Negative
Settlement Amount” means, with respect to each Accounting Period, the
amount of any net deficit set forth in Line 11 of the Monthly Report for such
Accounting Period as calculated in accordance with Section 5.3(a).


 


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


 


“Positive
Settlement Amount” means, with respect to each Accounting Period, the
amount of any net surplus set forth in Line 11 of the Monthly Report for such
Accounting Period as calculated in accordance with Section 5.3(a).


 


“Relevant
Liabilities” means all insurance liabilities and obligations arising under
the Relevant Risks  including, without
limitation (i) benefits, surrender amounts and other amounts payable to
policyholders under the terms of the Relevant Risks, (ii) other consideration
paid on or after the Inception Date with respect to the Relevant Risks, (iii)
Insolvency Fund or premium based assessments based on premiums and other
consideration paid on or after the Inception Date with respect to the Relevant
Risks, (iv) all amounts payable on or after the Inception Date for returns or
refunds of premiums under the Relevant Risks, (v) all liability for commission
or profit sharing payments and other fees or compensation payable, including
under Distributor Agreements, with respect to the Relevant Risks in respect of
premiums and other consideration paid on or after the Inception Date, (vi) all
Extra Contractual Liabilities and (vii) compensation paid in respect of, or in
relation to changes to, Distributor Agreements on or after the Inception Date,
unless otherwise agreed to in writing by the Reinsurer.


 


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“Relevant
Risks” means the whole or, as the case may be, such part of the insurance
or reinsurance risks as are assumed or borne by the Company under or in
connection with any and all insurance and reinsurance policies and contracts to
which it is a party and which are in force at any time on or prior to the
Termination Date (with the exception of the Bonds).  Where the Company is a co-insurer with any other company or
companies under any such insurance or reinsurance policy or contract, the
insurance or reinsurance risks which are to be treated as assumed or borne by
the Company for these purposes are:-


 


(i)                                     those risks which the Company has agreed with its co-insurer or
co-insurers are to be assumed or borne by the Company; and


 


(ii)                                  those other risks (if any) which the Company has agreed with its
co-insurer or co-insurers are to be assumed or borne by such co-insurer or
co-insurers, but only to the extent that such co-insurer or co-insurers shall
have defaulted in meeting its or their obligations in respect of those risks
and the Company incurs a liability in respect of those risks as a result.


 


“RIR” means the notional investment return in respect of an Accounting
Period as defined in Section 5.3.


 


“Valuation
and Accounting Principles” means the valuation rules for determining the
amount of the assets and liabilities of the Company in accordance with the
Interim Prudential Sourcebook for Insurers issued by the FSA (as amended or
replaced from time to time) under the powers conferred on the FSA pursuant to
the Financial Services and Markets Act 2000, as such rules are required to be
applied by the Company in the preparation of its annual returns to the FSA
(taking into account any waivers or modifications of such valuation rules as
are approved by the FSA from time to time in respect of the Company) and, to
the extent not inconsistent therewith, the accounting principles and practices
hitherto adopted by the Company in preparing its annual audited accounts.


 


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


 


“3 Month
LIBOR” means the British Bankers Association Interest Settlement Rate for
sterling quoted for a three month period as displayed on the appropriate
Telerate screen page at 11.00 a.m. (London time) on the day on which such
Interest Settlement Rate is required to be computed pursuant to this Agreement.


 


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ARTICLE II


 


COVERAGE


 


2.1                                 Coverage.  Upon the terms and subject to the conditions and other provisions
of this Agreement, as of 00.01. Bermuda local time (Atlantic Standard Time) on
1 January 2004 (the “Inception Date”), the Reinsurer agrees to reinsure the
Relevant 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.  The parties shall also pay Ceding Commission
and Estimated Ceding Commission in accordance with the provisions of this
Agreement.


 


2.2                                 Conditions.  Except as otherwise set forth or contemplated herein, no changes,
amendments or modifications made on or after the Inception Date in the terms
and conditions of the Relevant 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 Relevant
Risk without the prior written approval of the Reinsurer, this Agreement will
cover liability incurred by the Company for Relevant Risks as if the unapproved
changes, amendments or modifications had not been made.


 


2.3                                 Territory.  The territorial limits of the Agreement shall be identical to
those of the Relevant Liabilities.


 


2.4                                 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.


 


2.5                                 New Reinsurance Covers.  Subsequent to the Inception Date, the
Company shall not enter into any reinsurance arrangements with respect to the
Relevant Liabilities without the prior written consent of the Reinsurer, in its
sole discretion.  For these purposes,
the Reinsurer consents to the Company having entered into the reinsurance
arrangements specified in Schedule D.


 


ARTICLE III


 


ADMINISTRATION: GENERAL
PROVISIONS


 


3.1                                 Contract Administration.  The Company shall procure that the Relevant
Risks are administered in accordance with their terms and the terms of any
applicable Distributor Agreement, including, but not limited to, the collection
of premiums and other amounts


 


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due from policyholders, the payment of all
Relevant Liabilities and the administration of claims and disbursements.  All benefits under the contracts and
policies constituting the Relevant Risks paid by the Company shall be binding
upon the Reinsurer, provided, however, that such payments are
within the terms, conditions and limitations of the contracts and policies
constituting the Relevant Risks.  The
Company shall procure that the Relevant Risks are administered in good faith
and with the care, skill, prudence, and diligence of a person experienced in
administering payment protection insurance business.  The Company shall procure that the Relevant Risks are
administered in compliance with Applicable Law and the current service
provider’s administrative performance standards in effect on the date hereof,
with such revisions to such standards as are no less favourable to the
Reinsurer than such standards. 
Notwithstanding the foregoing, the parties may, from time to time,
mutually develop specific and/or different standards for the administration of
the Relevant Risks.


 


3.2                                 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 Relevant Risks
to (i) an Affiliate, (ii) a service provider utilized by the Company with
respect to the Relevant 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 Distributor 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.


 


3.3                                 Ceded Reinsurance Agreements and Distributor Agreements.  The Company shall manage
and administer the Ceded Reinsurance Agreements and the Distributor Agreements,
including:-


 


(i)                                     providing all reports and notices required with regard to the Ceded
Reinsurance Agreements and the Distributor Agreements to the reinsurers or
other third parties, as applicable, within the time required by the applicable
Ceded Reinsurance Agreement or Distributor Agreements; and


 


(ii)                                  doing all other things necessary to comply with the terms and
conditions of the Ceded Reinsurance Agreements and the Distributor Agreements.


 


Without
limiting the foregoing, the Company shall:-


 


(i)                                     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 amounts due under Ceded
Reinsurance; and


 


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(ii)                                  promptly pay when due all profit sharing, commissions or other
compensation due to third parties under the Distributor Agreement and use all
commercially reasonable efforts to collect from such third parties all amounts
due thereunder.  Notwithstanding the
obligation of the Company under this Section 3.3 to use all commercially
reasonable efforts to collect such reinsurance recoverables, the risk of the
Company not collecting or being unable to collect (for whatever reason) any
amount due under Ceded Reinsurance shall be borne by the Reinsurer in
accordance with Line 2 of Schedule B of this Agreement.


 


3.4                                Reinsured Policy Terms.  The Company shall set all insurance rates and
underwriting criteria in respect of the Relevant 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.


 


3.5                                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.


 


3.6                                Inspection.  The Company shall keep accurate and complete records, files and
accounts of all transactions and matters with respect to the Relevant Risks in
accordance with its record management practices in effect from time to
time.  The Reinsurer or its designated
representative (or Person appointed or charged with the duty to examine or
investigate the Reinsurer under Applicable Law) may upon reasonable notice
inspect and copy (and take away such copies), 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 Relevant Risks and the
administration thereof (including compliance with the provisions of Section
3.1), 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.  Where any papers, books or documents
relating to the Relevant Risks and the administration thereof are those of any
sub-contractor of the Company, the Company shall procure at the Reinsurer’s
expense, to the extent that the Company is entitled and able to do so, that the
Reinsurer may upon reasonable notice inspect and copy such papers, books or
documents (and take away such copies) at the office of the sub-contractor where
such papers, books or documents are located. 
The information obtained shall be used only for purposes relating to
reinsurance under this agreement and as permitted under Section 3.7.


 


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3.7                                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.  Each
party is permitted to furnish such documents and information concerning this
Agreement, the reinsurance under this Agreement and the objectives of this
Agreement (i) to its advisors, insurance managers and auditors as may be
desirable in connection with servicing the business of the party concerned or
such party complying with Applicable Law and (ii) as required under Applicable
Law.


 


3.8                                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.


 


3.9                                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 Relevant 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.


 


3.10                          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  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.


 


ARTICLE IV


 


CEDING COMMISSION


 


4.1                                Ceding Commission.  On and subject to the terms of this
Agreement, the Reinsurer shall pay to the Company (or, as the case may be, the
Company shall pay to the Reinsurer), an estimate of the Ceding Commission (the
“Estimated Ceding Commission”) payable in respect of that Accounting Period in
an amount determined in accordance with Schedule A Part II.  The amount of the Estimated Ceding
Commission in respect of each Accounting Period shall, subject to Section 4.2
below, be calculated


 


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by the Reinsurer in good faith on the basis
of information provided by the Company and shall be paid, by the Reinsurer or
the Company as the case may be, at the same time as any Negative or Positive
Settlement Amount required to be paid in respect of the previous Accounting
Period becomes due in accordance with the arrangements set out in Section 5.4
below. The Estimated Ceding Commission in respect of any Accounting Period is,
for the avoidance of doubt, an estimate of the actual Ceding Commission due in
respect of that Accounting Period and the adjustment to such estimate shall be
effected through the Ceding Commission Adjustments referred to in Schedule B
and Section 5.5.


 


4.2                                Estimated Ceding Commission initially due.  Notwithstanding Section
4.1, the amounts of the Estimated Ceding Commission in respect of each of the
first 6 Accounting Periods shall be in the respective amounts set out in
Schedule A Part III.  Upon execution of
this Agreement, the Reinsurer shall pay to the Company an amount equal to the
Estimated Ceding Commission in respect of the first Accounting Period as set
out in Schedule A Part III.  Subsequent
amounts due as Estimated Ceding Commission under Schedule A Part III shall be
paid in accordance with Section 5.4 below.


 


ARTICLE V


 


ACCOUNTING AND
SETTLEMENT: RESERVE ADJUSTMENT


 


5.1                                Monthly Reports.  Subject as set out in Section 5.4(b), no
later than 3 Business Days before the end of each Accounting Period (or more
frequently as mutually agreed by the parties) the Company shall supply the
Reinsurer with a report that shall provide an estimate of the financial data
for such Accounting Period required in Schedule B together with details of the
Ceding Commission estimated to be payable in respect of the following
Accounting Period (the “Monthly Report”).


 


5.2                                Computations. At the end of each
Accounting Period the Company shall compute:


 


(i)                                     the amount (being “X” in the formula set out in Section 5.3 below)
shown in Line 4 in the table contained in Schedule B; and


 


(ii)                                  the amount (being “Y” in the formula set out in Section 5.3 below)
shown in Line 9 in the table contained in Schedule B.


 


in each case
in accordance with the notes set out in Schedule B and insofar as not
inconsistent with such notes otherwise in accordance with the Valuation and
Accounting Principles.


 


5.3                                Positive and Negative Settlement Amounts.


 


(a)                                  In respect of each Accounting Period, if the formula:


 


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(X – Y
+ RIR)


 


shall produce
a positive amount, that shall be the Positive Settlement Amount for that
Accounting Period, and if it shall produce a negative amount, that shall be the
Negative Settlement Amount for that Accounting Period, and that Positive
Settlement Amount or Negative Settlement Amount, as the case may be, shall be
the amount set out in Line 11 of Schedule B.


 


 (b)                              The amount of RIR in respect of any Accounting Period shall be
determined by multiplying an amount equal to the simple average of (i) the Mathematical
Reserves on the first day of the Accounting Period and (ii) the Mathematical
Reserves on the last day of such Accounting Period by a rate equal to:


 


((1.044) ^ (actual number of days in the Accounting
Period/366)) - 1


 


in the year 2004, but for Accounting Periods thereafter,


 


((1 + 3 Month LIBOR) ^ (actual number of days in the Accounting
Period/number of days in the 3 Month LIBOR period as from the date of its
calculation)) - 1


 


Where:


 


^                                                                                          is to the power of


 


5.4                                Payments.


 


(a)                                   Subject as provided in Section 5.4(b) below:-


 


(i)                                   For each Accounting Period in respect of which there is a Negative
Settlement Amount, the Reinsurer shall pay to the Company by telegraphic
transfer within 5 Business Days of the delivery of the Monthly Report by the
Company an amount equal to the absolute value of such Negative Settlement
Amount together with the Estimated Ceding Commission (if any) payable by the
Reinsurer to the Company in respect of the following Accounting Period.


 


(ii)                                  For each Accounting Period as to which there is a Positive
Settlement Amount the Company shall pay to the Reinsurer by telegraphic
transfer within 5 Business Days of the delivery of the Monthly Report by the
Company an amount equal to the absolute value of such Positive Settlement Amount
together with the Estimated Ceding Commission (if any) payable by the Company
to the Reinsurer in respect of the following Accounting Period.


 


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(iii)                               If there is a Negative Settlement Amount for any Accounting Period
and the Company is required to pay the Estimated Ceding Commission to the
Reinsurer in respect of the following Accounting Period, a net payment shall be
made by the Company or the Reinsurer as appropriate.


 


(iv)                              If there is a Positive Settlement Amount for any Accounting Period
and the Reinsurer is required to pay the Estimated Ceding Commission to the
Company in respect of the following Accounting Period, a net payment shall be
made by the Company or the Reinsurer as appropriate.


 


(b)                                In relation to all Accounting Periods commencing prior to the
execution and delivery of this Agreement, the Company shall calculate and
deliver a report (“the First Monthly Report”) to the Reinsurer as to the total
aggregate net amount payable by the Company (or as the case may be the
Reinsurer) to place the Company and the Reinsurer in the respective financial
positions in which they would have been in under this Agreement on the date of
such payment, disregarding for this purpose the time cost of money, had this
Agreement been executed and delivered at the commencement of the first
Accounting Period. Such payment shall be made by telegraphic transfer within 5
Business Days of the delivery of the First Monthly Report.


 


5.5                                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)
Business Days after the actual data becomes available and the parties will
settle any additional amounts due within five (5) Business Days thereafter,
together with interest as provided in Section 5.7 hereof.


 


5.6                                Additional Reports and Information.  For so long as this Agreement remains in
effect and for a period of 7 years after its termination, 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. Nothing in this Agreement shall
restrict the Company from being entitled to apply to the Court for its
dissolution at any time during such 7 year period but it shall first make
arrangements for all data in its possession which may be requested by the
Reinsurer to be handed over to a successor company which shall have undertaken,
mutatis mutandis, to the Reinsurer in the terms of this Section 5.6.


 


5.7                                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 LIBOR on the date that the


 


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payment becomes overdue plus 200 basis
points per annum, for the period that the amount is overdue.


 


5.8                                Certificate of the Chief Financial Officer of the Company. The certificate of the Chief Financial Officer of the Company as
to any matter arising in respect of the amount of any payment falling to be
made under this Agreement shall, in the absence of manifest error, be final and
binding on the parties.


 


5.10                          Breach of Required Minimum Margin of Solvency. No payment required to be made by the Company to the Reinsurer at
a relevant time under the terms of this Agreement shall be required to be made
at that time if that payment would cause the Company to breach the “Required
Minimum Margin” required to be maintained by the Company in accordance with the
FSA’s Interim Prudential Sourcebook for Insurers (as amended or replaced from
time to time).  Any payment not made by
the Company to the Reinsurer for this reason shall be paid by the Company to
the Reinsurer as soon as the making of the payment would not cause that
“Required Minimum Margin” to be breached.


 


ARTICLE VI


 


DURATION AND TERMINATION


 


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


 


6.2                                Reinsurer’s Liability.  The Reinsurer’s liability with respect to
the Relevant Liabilities will terminate on the date that termination takes
effect as a result of any notice given at the option of the Reinsurer or the
Company in accordance with Section 6.3 and otherwise on the date this Agreement
is terminated upon the written agreement of the parties.


 


6.3                                Optional Termination.  Either the Reinsurer or the Company may
terminate this Agreement and the reinsurance hereunder upon prior written
notice given at any time to expire on the last day of the Accounting Period in
which such notice is given, (i) at any time after the Reinsurer and the Company
have both become wholly owned subsidiaries of Genworth Financial, Inc. or (ii)
at any time after the transfer scheme for the transfer of the business of the
Company to Financial New Life Company Limited pursuant to Section 105 Financial
Services and Markets Act 2000 becomes effective (with such amendments,
deletions or additions to the scheme as the parties to it may approve).


 


For the
purposes of this Section, a company shall be a wholly owned subsidiary of
Genworth Financial, Inc. if all of its ordinary shares are owned:-


 


(i)                                     by Genworth Financial, Inc., or


 


12

















 


(ii)                                  by any other company the ordinary shares of which are owned directly
by Genworth Financial, Inc. or by another wholly owned subsidiary of Genworth
Financial, Inc.


 


6.4                                Consequence of Termination


 


(a)                                  In the event that this Agreement is terminated pursuant to Section 6.3,
this Agreement shall terminate as of the end of the applicable Accounting
Period in which the notice of termination pursuant to Section 6.3 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 and in respect of adjustments required for any earlier
Accounting Period (the “Final Settlement”).


 


(b)                                 In the event that, subsequent to the Final Settlement, the Company
receives any amount, or is required to pay any amount, or actual data becomes
available to the Company, which in any such case 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 or become available
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 or data been so taken into account, provided,
however, that the obligations under this Section 6.4(b) to make any such
payment shall terminate 18 months after the date on which any notice is served
under Section 6.3.


 


ARTICLE VII


 


INSOLVENCY


 


7.1                                Payments.  In the event of the insolvency of the Company, payment due to the
Company under this Agreement shall be payable by the Reinsurer directly to the
Company or to its liquidator, receiver, or statutory successor on the basis of
the liability of the Company under the contract or contracts reinsured, without
diminution because of the insolvency of the Company.  It is agreed and understood, however, that (i) in the event of
the insolvency of the Company, the Company shall give to the Reinsurer written
notice of the pendency of a claim against the insolvent Company on a Reinsured
Policy within a reasonable time after such claim is filed in the insolvency
proceeding and (ii) during the pendency of such claim the Reinsurer may investigate
such claim and interpose, at its own expense, in the proceeding where such
claim is to be adjudicated any defences which it may deem available to the
Company or its liquidator, receiver or statutory successor.


 


13

















 


7.2                                Expenses.  It is further understood that any expense thus incurred by the
Reinsurer pursuant to Section 7.1 shall be chargeable, subject to court
approval, against the insolvent Company as 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 defence undertaken by the Reinsurer.


 


ARTICLE VIII


 


DISPUTE RESOLUTION


 


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


 


(b)                                 Commencing with the request contemplated by Section 8.2, 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 8.3, shall be deemed to be without prejudice
communications and to have been delivered in furtherance of a Dispute
settlement and shall be exempt from inspection, and shall not be admissible in
evidence for any reason (whether as an admission or otherwise).


 


(c)                                  In connection with any Dispute, the parties expressly waive and
forego any right to (i) punitive, exemplary, statutorily-enhanced or similar
damages in excess of compensatory damages, and (ii) trial by jury.


 


(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 running of time shall be suspended in respect of any Dispute for
the purposes of any defences based upon the passage of time (whether under the
Limitation Act 1980 (in its present form or as subsequently amended or
replaced) or otherwise) while the procedures specified in this Article VIII are
pending. The parties will take such action, if any, required to effectuate this
suspension.


 


8.2                                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


 


14

















 


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.


 


8.3                                Mediation.  If a Dispute is not resolved by negotiation as provided in
Section 8.2 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.


 


8.4                                Arbitration.  If a Dispute is not resolved by mediation as provided in Section
8.3 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 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 U.S. 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 New York. 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 English
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, provided that the provisions relating to
arbitration shall be governed by the Federal Arbitration Act,
9 U.S.C. § 1 et seq.


 


(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.


 


15

















 


(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
8.4(c) above, (ii) to restrict or vacate an arbitral decision based on the
grounds specified under Applicable 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 courts of England.


 


(d)                                 In addition to the authority otherwise conferred on the arbitral
tribunal, the tribunal shall have the authority to make such orders for interim
relief, including injunctive relief, as it may deem just and equitable.  Notwithstanding paragraph (d) above, each
party acknowledges that in the event of any actual or threatened breach of
certain of the provisions of this Agreement, the remedy at law may not be
adequate, and therefore injunctive or other interim relief may be sought
immediately to restrain such breach.  If
the tribunal shall not have been appointed, either party may seek interim
relief from a court having jurisdiction if the award to which the applicant may
be entitled may be rendered ineffectual without such interim relief.  Upon appointment of the tribunal following
any grant of interim relief by a court, the tribunal may affirm or disaffirm
such relief, and the parties will seek modification or rescission of the court
action as necessary to accord with the tribunal’s decision.


 


(e)                                  Each of the parties will bear its own legal costs in relation to any
arbitration proceedings considered under this Section.


 


8.5                                Agreement to an alternative procedure.  If the parties to this Agreement mutually
agree that the alternate procedure set out in Section 8.6 and 8.7 below shall
apply to a particular Dispute, then the parties shall resolve that Dispute in
accordance with Sections 8.6 and 8.7 below rather than in accordance with
Sections 8.3 and 8.4 above.


 


8.6                                Alternative Mediation procedure.  If the parties have mutually agreed under
Section 8.5 that this section shall apply to a Dispute and such Dispute is not
resolved by negotiation as provided in Section 8.2 within 45 days from the
initial notice (or such longer period as the parties may agree)  then the parties will attempt to settle that
Dispute by mediation in accordance with the Centre for Effective Dispute
Resolution (CEDR Solve) Model Mediation Procedure (the “Model Procedure”).  To initiate a mediation, either party shall
give notice in writing (“ADR Notice”) to the other party in accordance with the
provisions of Section 9, requesting mediation in accordance with the provisions
of the Model Procedure.  A copy of the
ADR Notice should also be sent to CEDR Solve.


 


8.7                                Alternative Arbitration procedure.  If the parties have mutually agreed under
Section 8.5 that this section shall apply to a Dispute and such Dispute is not
resolved within 42 days (or such longer period as the parties may agree) of the
giving of the ADR Notice, or if one of the parties refuses to participate in
mediation, the Dispute shall be referred to and finally resolved under the
Rules of Arbitration of the International Chamber of


 


16

















 


Commerce (the “Rules”) by 3 arbitrators
appointed in accordance with the Rules, and so that:


 


(a)                                 The Tribunal shall consist of three arbitrators to be appointed in
accordance with the Rules.


 


(b)                                   The place of arbitration shall be London.


 


(c)                                    The language to be used in the arbitral proceedings shall be
English.


 


ARTICLE IX


 


MISCELLANEOUS PROVISIONS


 


9.1                                Headings and Schedules.  Headings used herein are not a part of this
Agreement and shall not affect the terms hereof.  The attached Schedules are a part of this Agreement.


 


9.2                                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 the United
States 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:


 


Vantage West,

Great West Road,

Brentford,

Middlesex TW8 9AG


 


Facsimile: +44
(0) 20 8380 3065

Attention:  Company Secretary


 


If to the
Reinsurer:


 


Craig Appin
House,

8 Wesley Street, 

Hamilton, 

Bermuda,


 


Facsimile:
[                                        ]

Attention:
[                                        ],


 


17

















 


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


 


9.3                                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 save that all of the rights and obligations of the Company under this
Agreement shall automatically transfer to Financial New Life Company Limited
upon the transfer scheme for the transfer of all or substantially all of the
Company’s business to Financial New Life Company Limited pursuant to section
105 Financial Services and Markets Act 2000 becoming effective (with such
amendments, deletions or additions to the scheme as the parties to it may
approve).  Any assignment in violation
of this Section 9.3 shall be void and shall have no force and effect.  Nothing in this Section 9.3 shall be
construed to prohibit the Reinsurer from retroceding all or any portion of the
business reinsured hereunder.


 


9.4                                Execution in Counterpart.  This Agreement may be executed by the
parties hereto in any number of counterparts, and by each of the parties hereto
in separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


9.5                                Currency.  Whenever the acronym “GBP” or the “£” sign appears in this
Agreement, they shall be construed to mean British Pounds Sterling and all
transactions under this Agreement shall be in British Pounds Sterling.


 


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


 


9.7                                Governing Law.  This Agreement will be construed, performed and enforced in
accordance with the laws of England 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.


 


9.8                                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.


 


9.9                                Enforceability.  If any provision of this Agreement is held to be void or
unenforceable, in whole or in part, (i) such holding shall not affect the
validity and enforceability of the


 


18

















 


remainder of this Agreement, including any
other provision, paragraph or subparagraph, and (ii) the parties agree to
attempt in good faith to reform such void or unenforceable provision to the
extent necessary to render such provision enforceable and to carry out its
original intent.


 


9.10                          No Waiver: Preservation of Remedies.  No consent or waiver, express or implied, by
any party to or of any breach or default by any other party in the performance
by such other party of its obligations hereunder shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance of obligations hereunder by such other party hereunder.  Failure on the part of any party to complain
of any act or failure to act of any other party or to declare any other party
in default, irrespective of how long such failure continues, shall not
constitute a waiver by such first party of any of its rights hereunder.  The rights and remedies provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or equity.


 


9.11                          Third Party Beneficiary.  Nothing in this Agreement shall confer any
rights upon any Person that is not a party or a successor or permitted assignee
of a party to this Agreement.


 


9.12                          Interpretation.  Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation”.


 


9.13                          Survival.  Articles VIII and IX shall survive the termination of this
Agreement and Section 6.4(b) shall remain in force for a period of 18
months after the date on which any notice is served under Section 6.3.


 


9.14                          Negotiated Agreement. This Agreement has
been negotiated by the parties and the fact that the initial and final draft
will have been prepared by either party or an intermediary will not give rise
to any presumption for or against any party to this Agreement or be used in any
respect or forum in the construction or interpretation of this Agreement or any
of its provisions.


 


19

















 


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


 


	
   

  	
  FINANCIAL ASSURANCE COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIKING INSURANCE COMPANY, LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


20

















 


SCHEDULE A – Part I


 


CEDING COMMISSION


 


The Company shall calculate in respect of
each Accounting Period the amount by which the deferred acquisition costs of
the Company (excluding the deferred acquisition costs attributable to the
Bonds) shall have increased or decreased over such Accounting Period (the
“Ceding Commission”).  The Ceding
Commission in respect of such Accounting Period for the purposes of Article IV
of this Agreement:-


 


(i)                                    shall be payable by the Reinsurer to the Company in an amount equal
to the amount, if any, by which the deferred acquisition costs of the Company
shall have decreased over that Accounting Period; and


 


(ii)                                 shall be payable by the Company to the Reinsurer in an amount equal
to the amount, if any, by which the deferred acquisition costs of the Company
shall have increased over that Accounting Period.


 


For the avoidance of doubt, the amount of
deferred acquisition costs at any relevant time shall be calculated in
accordance with the Valuation and Accounting Principles.


 


In calculating the Ceding Commission for
the first Accounting Period, the deferred acquisition costs of the Company
(excluding the deferred acquisition costs attributable to the Bonds) shall at
the commencement of such Accounting Period be taken as £ [   ].


 


21

















 


SCHEDULE A – Part II


 


ESTIMATED CEDING
COMMISSION


 


Subject as provided in Schedule A - Part III below, the Reinsurer shall
produce at the end of each Accounting Period on the basis of information
provided by the Company a best estimate of the Ceding Commission for the next
following Accounting Period.


 


 


SCHEDULE
A - PART III


 


ESTIMATED
CEDING COMMISSION FOR FIRST 6 ACCOUNTING PERIODS


 


For the first 6 Accounting Periods the
Estimated Ceding Commission shall, in the case of each amount, be payable by
the Reinsurer and shall be as follows, provided that the parties acknowledge
that such amounts are estimates only and shall be the subject of the
Reinsurer’s Ceding Commission Adjustment and the Company’s Ceding Commission
Adjustment, as appropriate, in accordance with Lines 3 and 8 of Schedule B of
this Agreement and Section 5.5:-


 


	
  Accounting
  Period ending on:-

  	
   

  	
  Amount
  of Ceding Commission:-

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31st January 2004 

  	
   

  	
  £

  	
  26,007,000
  

  	
   

  
	
  29th February 2004 

  	
   

  	
  £

  	
  24,848,000
  

  	
   

  
	
  31st March 2004 

  	
   

  	
  £

  	
  23,028,000
  

  	
   

  
	
  30th April 2004 

  	
   

  	
  £

  	
  19,476,000
  

  	
   

  
	
  31st May 2004 

  	
   

  	
  £

  	
  19,532,000
  

  	
   

  
	
  30th June 2004

  	
   

  	
  £

  	
  17,194,000

  	
   

  



 


22

















 


SCHEDULE B


 


ACCOUNTING PERIOD
REPORTS


 


Note: All amounts paid or payable or
received or receivable by the Company in respect of the Bonds are to be
excluded in any of the items listed below. No account shall be taken in any of
the items listed below of any amount payable or receivable under this Agreement
or of any change in the Company’s provision for deferred acquisition costs
provided that this shall not affect the requirement to include the Reinsurer’s
Ceding Commission Adjustment or the Company’s Ceding Commission Adjustment as
the case may be.


 


	
  Line no.

  	
   

  	
  Item

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Earned Premiums

  	
   

  	
  £

  	
   

  	
   

  
	
  2.

  	
   

  	
  Other Income

  	
   

  	
  £

  	
   

  	
   

  
	
  3.

  	
   

  	
  Reinsurer’s Ceding Commission Adjustment

  	
   

  	
  £

  	
   

  	
   

  
	
  4.

  	
   

  	
  Total Income (Lines 1 to 3)

  	
   

  	
  £

  	
   

  	
   

  
	
  5.

  	
   

  	
  Claims Incurred

  	
   

  	
  £

  	
   

  	
   

  
	
  6.

  	
   

  	
  Expenses Payable

  	
   

  	
  £

  	
   

  	
   

  
	
  7.

  	
   

  	
  Other Changes In Technical Provisions

  	
   

  	
  £

  	
   

  	
   

  
	
  8.

  	
   

  	
  Company’s Ceding Commission Adjustment

  	
   

  	
  £

  	
   

  	
   

  
	
  9.

  	
   

  	
  Total Expenditure (Lines 5 to 8)

  	
   

  	
  £

  	
   

  	
   

  
	
  10.

  	
   

  	
  RIR

  	
   

  	
  £

  	
   

  	
   

  
	
  11.

  	
   

  	
  Positive / (Negative) Settlement
  Amount (Line 4 - Line 9 + Line 10)

  	
   

  	
  £

  	
   

  	
   

  



 


 


where, in respect of each Accounting
Period:


 


Line 1:                               “Earned Premiums” shall mean gross premiums written in such
Accounting Period plus any decrease or minus any increase in the provision for
unearned premiums over such Accounting Period, as described in item II.1 of
paragraph 12 of Schedule 9A of the Companies Act 1985 and the notes
thereto.  In calculating the gross
premiums written in any Accounting Period there shall be deducted the outward
reinsurance premiums paid in such Accounting Period.  To the amount of any increase in the provision for unearned
premiums over such Accounting Period there shall be added any decrease or there
shall be subtracted any increase, over such Accounting Period, in the amount of
the unearned reinsurance premiums paid by the Company.  To the amount of any decrease in the
provision for unearned premiums over such Accounting Period, there shall be
added any increase, or there shall be subtracted any decrease, over such
Accounting Period, in the amount of the unearned reinsurance premiums paid by
the Company.  In calculating the gross 


 

















 


premiums
written, full account shall be taken of the effect of cancellations notified in
such Accounting Period and of any other arrangement under which a policy is
terminated in such Accounting Period;


 


Line 2:                               “Other Income” shall mean all other income becoming due to the
Company in the relevant Accounting Period, excluding any income from
investments and any realised or unrealised gains on investments and excluding
any amount received or becoming due under Ceded Reinsurance;


 


Line 3:                               “Reinsurer’s Ceding Commission Adjustment” shall mean the amount (if
any) due from the Reinsurer as a result of the actual Ceding Commission for
such Accounting Period calculated in accordance with Schedule A  Part I being different from the Estimated
Ceding Commission for that Accounting Period;


 


Line 4:                               “Total Income” shall mean the sum of Earned Premiums, Other Income
and Reinsurer’s Ceding Commission Adjustment;


 


Line 5:                               “Claims Incurred” shall mean claims paid in respect of the Relevant
Liabilities less reinsurance recoveries received in respect of the Relevant
Liabilities in the relevant Accounting Period plus any increase (or minus any
decrease) over such Accounting Period in the provision for claims.  For these purposes, such provision for
claims shall be calculated, at the beginning and end of each Accounting Period,
net of any available credit for reinsurance, not being a credit in respect of
any reinsurance claim which is due but unpaid, and otherwise in accordance with
the manner in which such provision for claims would be calculated for the
purposes of item II.5(b) of paragraph 12 of Schedule 9A of the Companies Act
1985;


 


Line 6:                               “Expenses Payable” shall mean operating expenses incurred in the
relevant Accounting Period including without limitation:-


 


(a)                bonuses
and rebates, net of reinsurance, as described in item II.7 of paragraph 12 of
Schedule 9A of the Companies Act 1985;


 


(b)               acquisition
costs, administrative expenses, reinsurance commissions and profit
participation, as described in item II.8 of the said paragraph 12 and the notes
thereto; and


 


(c)                the
charges described in items II.11 and III.8 of the said paragraph 12,


 


but, for the
avoidance of doubt, shall exclude investment expenses and charges, realised or
unrealised losses on investments, and income and corporation tax;


 


Line 7:                               “Other Changes in Technical Provisions” shall mean the increase in
technical provisions (or the decrease in technical provisions in which event
such decrease shall be expressed as a negative amount) not accounted for in any
other line of this


 


24

















 


Schedule B, as
described in item II.6 of paragraph 12 of Schedule 9A of the Companies Act 1985
and any other increases in reserves (or decreases in reserves, in which event
such decreases shall be expressed as negative amounts) required to be taken
into account for the purposes of the returns made to the FSA but not required
to be so taken into account under Schedule 9A of the Companies Act 1985 in
respect of the Company including any change required as a result of the Company
not having received any amount due in respect of Ceded Reinsurance;


 


Line 8:                               “Company’s Ceding Commission Adjustment” shall mean any amount due
from the Company as a result of the actual Ceding Commission for such
Accounting Period calculated in accordance with Schedule A - Part I being
different from the Estimated Ceding Commission for that Accounting Period;


 


Line 9:                               “Total Expenditure” shall mean the sum of Claims Incurred, Expenses
Payable, Other Expenditure, Other Changes in Technical Provisions and Company’s
Ceding Commission Adjustment;


 


Line 10:                         “RIR” shall mean the amount calculated pursuant to Section 5.3(b) of
this Agreement; and


 


Line 11:                         the “Positive Settlement Amount” and the “Negative Settlement
Amount” shall mean the amounts calculated pursuant to Section 5.3(a) of this
Agreement.


 


Any amounts included in any of the items
listed above shall be included in the calculation set out in this Schedule B
only to the extent that such amounts have not been accounted for in any Monthly
Report relating to any previous Accounting Period.  Any amount specifically excluded from any line item shall be
treated as though it were excluded from all other line items unless the context
shall expressly require otherwise.  No
amount shall be included in more than one line item.  In the event of any conflict between the application of any
express provision in these notes or this Agreement, and the application of any
statutory or regulatory rule under this Schedule, in each case for the purposes
of determining the amount of any line item in this Schedule, the express
provisions in these notes and this Agreement shall prevail.


 


In calculating the Positive or Negative
Settlement Amount (as the case may be) for the first Accounting Period:-


 


(i)                                     the provision for unearned premiums shall at the commencement of
such Accounting Period be taken as £[    ];


 


(ii)                                  the amount of the unearned reinsurance premiums shall at the
commencement of such Accounting Period be taken as £[    ];


 


(iii)                               the claims provision net of any available credit for reinsurance,
not being a credit in respect of any reinsurance claim which is due but unpaid
at the


 


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commencement
of such Accounting Period shall at such commencement be taken as £[   ]; and


 


(iv)                              the technical provisions and reserves referred to in Line 7 above
shall at the commencement of such Accounting Period be taken as £[    ].


 


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SCHEDULE C


 


THE BONDS


 


 


1.                                      Guaranteed Equity Bonds - single premium life endowment products
with a fixed term of five to six years.


 


2.                                      Guaranteed Bonds - single premium life endowment products with a fixed
term of up to seven years.


 


3.                                      Flexible Term Guaranteed Bonds - single premium whole life
guaranteed bonds on an annually renewable basis.


 


4.                                      Investment Bonds - single premium unit linked whole life polices,
the benefits of which are linked to one of three internal linked funds, equity,
international or managed.


 


5.                                      Flexible Access Bonds - single premium unit linked whole life
policies with the benefits linked to an internal deposit fund.


 


6.                                      Structured Settlements - whole life purchased life annuities generally
written as the result of a court settlement. 
The payment stream is predefined but may be monthly, annual or even five
yearly.  Payments are either fixed or
linked to the Retail Price Index.


 

















 


SCHEDULE D


 


LIST OF REINSURANCE
ARRANGEMENTS


 


28