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EXECUTION VERSION
COMMUTATION AND RELEASE AGREEMENT
Pertaining to the
GUARANTEED MINIMUM DEATH BENEFIT REINSURANCE AGREEMENTS
(the "Agreements" shown in the attached Exhibit A)
Between
METLIFE INSURANCE COMPANY USA (FORMERLY CEDED AS THE TRAVELERS INSURANCE COMPANY
AND THE TRAVELERS LIFE AND ANNUITY COMPANY)
METROPOLITAN LIFE INSURANCE COMPANY (FORMERLY CEDED AS FIRST CITICORP LIFE
INSURANCE COMPANY AND CITICORP LIFE INSURANCE COMPANY) (both shall be known as
the "Ceding Company") and
MUNICH AMERICAN REASSURANCE COMPANY
(FORMERLY CEDED AS CONTINENTAL ASSURANCE COMPANY OF CHICAGO, ILLINOIS AND
NOVATED TO MUNICH AMERICAN REASSURANCE COMPANY EFFECTIVE JUNE 30, 2001 AND
JANUARY 1, 2002, RESPECTIVELY)
ATLANTA, GEORGIA
("MARC")
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EXECUTION VERSION
Notwithstanding any provision to the contrary set forth in the Agreement,
effective November 1, 2015 ("Recapture Effective Date"), the Ceding Company
shall recapture all business reinsured under the Agreements, (the "Recaptured
Business"). In full and final accord, satisfaction, settlement and discharge of
all past, present and future liabilities, obligations or claims, both known and
unknown, arising from, under or in connection with, or relating in any way to
the Agreement, ▇▇▇▇ agrees to pay on or before January 15, 2016, and the Ceding
Company agrees to accept the negotiated settlement amount of U.S. $500,000 (the
"Settlement").
The Ceding Company and ▇▇▇▇ remain responsible to settle the premium and claims
amounts reported by the Ceding Company on the monthly reinsurance billing
statement it prepared for the month of October 2015 and prior months ("Pre-
Recapture Payments"). The Ceding Company and ▇▇▇▇ will not be responsible for
any amount that would normally have been included on the monthly reinsurance
billing statement for the month of November 2015 and subsequent months ("Post-
Recapture Payments"). There will be no refund of any unearned premium.
Upon receipt of the Settlement and the Pre-Recapture Payments by the Ceding
Company, and reversal of any Post-Recapture payments, MARC shall be relieved of
all liability under the Agreements, including liability that may be unknown as
of the Recapture Effective Date and including claims incurred on the Recaptured
Business on or prior to the Recapture Effective Date.
Upon receipt of the Settlement and the Pre-Recapture Payments by the Ceding
Company, and reversal of any Post-Recapture payments, the Ceding Company shall
be relieved of all liability under the Agreements, including liability that may
be unknown as of the Recapture Effective Date.
In consideration of the payments described above, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, on
and after the Recapture Effective Date the parties do hereby for themselves,
their successors and assigns, release and forever discharge, the other of and
from any and all past, present and future claims, demands, actions, causes of
action or suits at law or in equity, of whatever kind and nature, whether known
or unknown, which they have or may hereafter have arising out of the Agreements.
Each of the parties to this Commutation and Release Agreement absolutely and
unconditionally covenants and agrees with the other that it will not, for any
reason whatsoever, demand, claim or file suit or initiate arbitration
proceedings in respect of any matter for which the covenanting party has
released the other party pursuant to the provisions herein.
Each of the parties to this Commutation and Release Agreement acknowledge that
they have each entered into this Commutation and Release Agreement in reliance
upon their own independent investigation and analysis of the Agreements and
their respective rights and
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EXECUTION VERSION
obligations thereunder. The parties acknowledge that they have read this
Commutation and Release Agreement, that they have had the opportunity to discuss
it with their own legal counsel, financial advisors and others as deemed
necessary, and that they fully understand all the terms herein, and each party
hereto further acknowledges that this Commutation and Release Agreement is
freely entered into and voluntarily executed.
By signing this Commutation and Release Agreement, each party represents and
warrants to the other party that:
a. it has all the requisite power and authority to enter into this
Commutation and Release Agreement and implement the transaction
contemplated herein;
b. the signatory(ies) executing this Commutation and Release Agreement on
its behalf is duly authorized to execute this Commutation and Release
Agreement and bind it hereto;
c. there are no pending agreements, transactions or negotiations to which
it is a party that would render this Commutation and Release Agreement
or any part thereof void, voidable or unenforceable;
d. except with respect to certain partition and novation agreements, it has
not assigned or purported to assign any of its rights or obligations
under the Agreements; and
e. all necessary authorizations, consents or approvals have been obtained
as required to make this Commutation and Release Agreement valid and
binding.
All other provisions of the Agreements not in conflict with the terms and
conditions of this Commutation and Release Agreement shall continue to apply.
This Commutation and Release Agreement will be attached to and form a part of
the Agreements.
In witness whereof, Metropolitan Life Insurance Company, MetLife Insurance
Company USA and Munich American Reassurance Company, have by their respective
officers executed and delivered this amendment in duplicate.
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EXECUTION VERSION
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇: /s/ ▇▇▇▇▇▇▇ ▇▇▇
--------------------------------- --------------------------------
Name ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇
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Title: Senior Vice President Title: Vice President
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Date: December 18, 2015 Date: December 18 2015
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MetLife Insurance Company USA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇: /s/ ▇▇▇▇▇▇▇ ▇▇▇
--------------------------------- --------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇
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Title: Senior Vice President Title: Vice President
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Date: December 18, 2015 Date: December 18 2015
MUNICH AMERICAN REASSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title Associate General Counsel Title: VP Inforce Management
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Date: December 21, 2015 Date: 21 Dec 2015
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EXECUTION VERSION
Exhibit A
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1. Reinsurance Agreement executed by and between Metropolitan Life Insurance
Company (originally First Citicorp Life Insurance Company) and MARC
(originally Continental Assurance Company) effective January 1, 2000, ( MARC
Treaty no. 2510)
2. Reinsurance Agreement executed by and between Metropolitan Life Insurance
Company (originally Citicorp Life Insurance Company) and MARC (originally
Continental Assurance Company) effective January 1, 2000,
(MARC Treaty no. 2863)
3. Reinsurance Agreement executed by and between MetLife Insurance Company
USA (originally The Travelers Insurance Company and The Travelers Life and
Annuity Company) and MARC (originally Continental Assurance Company)
effective June 1, 1999 ( MARC Treaty no. 2514), including those contracts
reinsured by ▇▇▇▇ and transferred to Metropolitan Life Insurance Company
pursuant the Partition and Novation agreements effective January 1, 2014
4. Reinsurance Agreement executed by and between MetLife Insurance Company USA
(originally The Travelers Insurance Company and The Travelers Life and
Annuity Company) and MARC (originally Continental Assurance Company)
effective January 1, 2000 ( MARC Treaty no. 2515), including those contracts
reinsured by ▇▇▇▇ and transferred to Metropolitan Life Insurance Company
pursuant the Partition and Novation agreements effective January 1, 2014
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