# 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 3 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 might be recoverable under this Certificate as of the date of acceptance.

## B. Company Policies, Endorsements and Records
The Company shall furnish MetRe with a copy of each reinsured policy (including all endorsements) and promptly notify MetRe of any 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 this Certificate and or claims or losses under Company policies reinsured under this Certificate.

## C. Notice to MetRe of Accident or Occurrences, Company Obligations and MetRe 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 an amount sufficient to involve the Certificate. In addition, the Company shall notify MetRe promptly of any occurrences in respect of which the Company creates a liability under the terms of the Certificate, whether or not such liability is set forth in the Declarations. If this reinsurance applies on a contributory excess basis, when notice of claim is received by the Company, The Company shall further advise MetRe of 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 full cooperation of the Company, to associate itself with the Company's response to and defense of the Company and its representatives in the defense and control of any claim; similar precedent involving potential liability under this Certificate.

## D. MetRe's Liability
The liability of MetRe specified in Item 4 of the Declarations shall be subject in all respects to all the terms conditions and limits of the Company's policies and for purposes described herein, the term "Concurrent" shall apply only to specific hazards or risks of loss or damage set forth in the Declarations. However, notwithstanding the foregoing, MetRe shall assume any liability excluded under the standard Non-Occurrence/Inclusion Clause - Liability - Reinsurance or under the standard War Exclusion Clause for the coverage provided in this Certificate with the exception of Casualty - Winter's certificate policy that has been executed in the December 1970 edition up to both dates and at the place specified in the Company's policy.

## E. MetRe Obligations
All loss settlements made by the Company (provided they are within the terms, conditions and limits of the original policies) and within the terms, conditions and limits 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. MetRe also shall pay:
(a) With respect to a business accepted on an excess of loss basis, in the ratio that the loss payment limit to the Company pays a greater excess;
(b) With respect to a business accepted on a contributory 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 originating and arising out of the Company's business, including its proportion of all 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/or salvage. MetRe will be paid or credited by the Company with its proportion of subrogation and/or salvage. That is, reimbursement obtained by the Company less the actual and reasonable expenses (other than office expenses and payments to any salaried employee of the Company or any of the Company's affiliated companies) incurred by the Company in making such recovery. The reinsurance afforded by this Certificate is on the excess of loss basis 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 reimburse 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 policies reinsured without diminution because of such insolvency directly to the Company or 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 policies reinsured hereunder and shall have the right to investigate each such claim and intervene at its own expense in the proceedings where such claim is to be determined. All claims and defenses 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 expenses of liquidation to the extent of a proportionate share of the benefit 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 the 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 may cancel with only 10 days notice for non-payment of premium. This Certificate may also be cancelled by the Company upon written notice to MetRe stating with thereof the reinsurance afforded hereby shall not be renewed. Notice of cancellation by the Company or MetRe shall be deemed given when deposited in the mails. MetRe shall calculate its premium for reinsurance provided on the same basis as that used by the Company during the Company's short rate or pro-rata tabulation in dealing with its insureds in similar circumstances.

## J. Non-Waiver, No Third Party Rights
The terms of the Certificate shall not be waived amended or changed except by endorsement issued and delivered by the Company and the consent of the Company and the Company's endorsement of this Certificate. No waiver of any rights under this Certificate shall be valid. In no event shall anyone other than the Company have any rights under this Certificate except as set forth herein in the event of the Company's insolvency.

## 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 notice of intent to arbitrate. 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 appointed. The third arbitrator shall be selected by lot between the two names chosen. The arbitrators shall be officers or former officials of other insurance or reinsurance companies. The arbitrators shall adopt their own rules and procedures and the decision of the majority of arbitrators shall be final and binding on the parties. Each party shall bear the cost of its own arbitrator and shall jointly and equally bear with the other the expense of the third arbitrator and 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 meaning set opposite each:

### Excess of Loss
The limit of liability of MetRe as stated in Item 4 of the Declarations, applied only to that portion of loss within the policy limits in the percentages set forth in Item 4 of the Declarations.

### Contributing Excess
The Company's policy(ies) in excess of other val insurance, reinsurance or a self-insured retention and the limits of liability of MetRe applies proportionally to all loss within the policy limits in the percentages set forth in Item 4 of the Declarations.

### Non-Concurrent
The reinsurance provided does not apply to any hazard or risks of loss or damage specifically set forth in the Declarations. The retention of the Company and liability of MetRe shall be determined as though the Company's policy(ies) applied only to the hazards or risks of loss or damage specifically described in the Declarations.