# General Conditions of Reinsurance

## A. Company Warranties
The Company warrants to retain for its own account, subject to treaty reinsurance, the amount of liability specified in Item 4 of the Declarations unless otherwise provided by MetRe's endorsement. If the reinsurance provided under this Certificate attaches prior to acceptance by MetRe, the Company also warrants that there are no known or reported claims or losses which may be recoverable under this Certificate as of the date of acceptance.

## B. Company Policies, Endorsements and Records
The Company shall furnish MetRe with copies of all reinsured policy (including all endorsements) and agrees to notify MetRe promptly of all changes in any of the reinsured policies (whether by endorsement or otherwise) which in any manner relate to the reinsurance provided under this Certificate. The Company shall make available for inspection by MetRe at all reasonable times, and at MetRe's request, furnish copies of any or all records of the Company relating to the Certificates, including claims or losses under Company policies reinsured under this Certificate.

## C. Notice to MetRe of Accidents or Occurrences
Company Obligations and MetRe's Rights
The Company shall notify MetRe promptly, in writing, of any accident or occurrence which in the Company's estimate of the value of injuries or losses or damages which have been or may be sought, in each case without regard to liability, might result in a judgment or settlement in excess of the sum insured under this Certificate. In addition, the Company shall notify MetRe promptly of any occurrence in respect of which the Company creates a loss reserve of 50% or more of the Company's retention specified in Item 3 of the Declarations or if this reinsurance applies on a contributing excess basis, when notice of claims received by the Company is received from the Company's insureds, further, subsequent developments, in writing, in a complete and timely manner. While MetRe does not undertake to investigate or defend claims or suits, it shall nevertheless have the right and shall be given the opportunity, with the full cooperation of the Company, to associate counsel at its own expense and to assist with the Company and its representatives in the defense and control of any claim, suit or proceeding involving potential liability under this Certificate.

## D. MetRe's Liability
The liability of MetRe specified in Item 4 of the Declarations shall follow that of the Company and, except as otherwise provided in this Certificate, shall be subject in all respects to the terms, conditions, and limit(s) of the Company's policies; and for reinsurance described in Item 12 of the Declarations, shall apply only to specific hazards or risks of loss or damage set forth in the Declarations. However, notwithstanding the foregoing, MetRe is not assuming any liability excluded under the standard Nuclear Incident Exclusion Clause—Liability—Reinsurance or under the standard War Exclusion Clauses for the coverage provided under this Certificate. The term "MetRe" as used in this Certificate period shall be as specified in the Declarations at 12:01 A.M., as to both dates and at the place specified in the Company's policy(ies).

## E. MetRe Obligations
All loss settlements made by the Company, provided they are within the terms, conditions and limit(s) of the original policies and within the terms, conditions and limit(s) of this Certificate, shall be binding upon MetRe. Upon receipt of a satisfactory proof of loss, MetRe shall promptly pay its proportion of such loss as set forth in the Declarations.

(a) With respect to business accepted on an excess of loss basis, in the ratio that its loss payment bears to the Company's gross loss payment.
(b) With respect to business accepted on a contributing excess basis, in the ratio that MetRe's limit of liability bears to the Company's gross limit of liability.

its proportion of expenses (other than office expenses and payments to any salaried employee of the Company, and any of the Company's affiliated companies), incurred by the Company in the investigation and settlement of claims or litigation and, with the prior consent of MetRe to trial proceedings, its proportion of court costs and interest on any judgment or award. However, should the Company's policy limit include expenses, MetRe's maximum limit of liability shall be as stated in Item 4 of the Declarations.

## F. Subrogation and Salvage
The Company will reasonably pursue its rights of subrogation and salvage. MetRe will be paid by the Company with its proportion of subrogation and/or salvage that is reimbursement obtained or recovery made by the Company less the actual and reasonable expenses (other than office expenses and payments to any salaried employee of the Company and any of the Company's affiliated companies) paid by the Company in making such recovery. If the reinsurer under this Certificate recovers the claim under this subrogation and/or salvage shall be applied in the inverse order in which liability attaches.

## G. Taxes
If any taxes are payable on the premiums ceded to MetRe under this Certificate they shall be paid by the Company. The Company shall remain liable to MetRe for any taxes it pays with regard to premiums ceded hereunder.

## H. Company Insolvency
In the event of the insolvency of the Company, the reinsurance provided by this Certificate shall be payable by MetRe on the basis of the liability of the Company under the policy(ies) reinsured, without reduction in the amount of coverage, directly or indirectly, to its receiver, liquidator, or statutory successor, except as otherwise required by law. In addition, MetRe shall be given prompt written notice of the pendency of each claim against the Company on the policy(ies) reinsured hereunder and shall have the right to investigate such claim and intervene in the defense thereof. MetRe shall be entitled to be adjudicated "any defenses which it may deem available" to the Company or its receiver, liquidator or statutory successor. All expenses thus incurred by MetRe 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 benefits which may accrue to the Company solely as the result of the defense undertaken by MetRe.

## I. Cancellation
Should the Company's policy be cancelled or otherwise terminated this Certificate shall terminate automatically at the same time and date. This Certificate may also be cancelled by MetRe, upon not less than the number of days notice shown in Item 6 of the Declarations, stating when thereafter the reinsurance afforded hereby shall terminate, except MetRe's obligation to pay claims arising out of the policy(ies) reinsured. This Certificate may also be cancelled by the Company upon written notice to MetRe, stating when thereafter the reinsurance afforded hereby shall terminate. All notices of cancellation must be in writing. Any notice sent by mail shall be deemed given when deposited in the mails. MetRe shall cancel its issued policy(ies) and the reinsurance provided on the same basis as that under the Company's policy(ies) (using the Company's pro-rata tables) in dealing with its insureds in similar circumstances.

## J. Non-Waiver; No Third Party Rights
The terms of this Certificate shall not be waived, amended or changed except by endorsement issued and duly executed by an authorized official of MetRe. No assignment either of this Certificate or of any rights under this Certificate shall be valid. In no event shall anything under this Certificate give the Company any rights under this Certificate, except as set forth herein, nor shall this Certificate create any agency.

## K. Arbitration
Any difference of opinion between MetRe and the Company (or its statutory successor) with respect to the interpretation of this Certificate, or the performance of obligations under this Certificate, shall be submitted to arbitration. Each party shall select an arbitrator within 30 days after the other party has selected an arbitrator. If one of the parties fails to select an arbitrator within 30 days, the other party may select the second arbitrator if the second arbitrator has not been selected within 10 days after notice of intent to appoint a second arbitrator has been mailed or delivered. These two arbitrators shall select a third arbitrator within 10 days after both have been selected. Should the two arbitrators fail to agree upon a third arbitrator, each arbitrator shall select one name from a list of three names submitted by the other arbitrator and the third arbitrator shall be selected by lot between the two names chosen. The arbitrators shall be officers or former officers of other insurance or reinsurance companies. The arbitrators shall serve without compensation. The decision of a majority of arbitrators shall be final and binding on the parties. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the third arbitrator and of the arbitration. Any such arbitration shall take place in New York, N.Y. unless some other location is mutually agreed upon by the two parties in interest.

## L. Definitions
As used in this Certificate the following terms shall have the meanings indicated:

Excess of Loss: The limit(s) of liability of MetRe, as stated in Item 4 of the Declarations, applies/apply only to that portion of loss within the policy limits, in excess of the applicable retention of the Company as stated in Item 3 of the Declarations.

Contributing Excess: The Company's policy(ies) in excess of other retentions, reinsurance or a self-insured retention, and the limit(s) of liability of MetRe applies/apply proportionally to all loss within the policy limits in the percentage(s) set forth in Item 4 of the Declarations.

Non-Concurrent: The reinsurance provided does not apply to any hazards or risks of loss or damage covered under the Company's policy other than those specifically set forth in the Declarations. The retention of MetRe under this Certificate is non-concurrent (as determined though the Company's policy(ies)) applied only to the hazard or risks of loss or damage specifically described in the Declarations.