AXA Global RE AXA Reinsurance Property & Casualty General Conditions

Transcription

1 AXA Global RE 2018 AXA Reinsurance Property & Casualty General Conditions

2 1a Non Proportional General Conditions Introduction...4 Definitions...4 Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article

3 4 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 5 INTRODUCTION The Reinsurance Agreement (hereinafter referred to as the Reinsurance Agreement ) shall consist of both: - the general terms and conditions set out below (hereinafter referred to as the GENERAL CONDITIONS ), and - the Placing Slip and its Appendices (hereinafter referred to as the SPECIAL CONDITIONS ). The SPECIAL CONDITIONS together with any addendum thereto are deemed to be incorporated in and to form part of the Reinsurance Agreement. In the event of a conflict between the terms of the SPECIAL CONDITIONS and the GENERAL CONDITIONS, the terms of the SPECIAL CONDITIONS shall prevail. DEFINITIONS The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary: Minimum Premium Original Insured Period Personal Data means the amount(s) stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Minimum Premium. means each natural or legal person, organisation or entity insured under the Policies covered by the Reinsurance Agreement. means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if this Agreement is terminated in accordance with the terms of article Special Termination ), both dates inclusive. means any data or information relating to an identified or identifiable natural person which originated from exchanges between the parties (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity) and subject to specific data protection legislation, regulation and principles applying to the parties. Adjustment Date Beneficiary Bribery Business Deposit Premium Deductible Event / Risk means the Expiry Date, on which the adjustment of Premium Income takes place if the Reinsurance Agreement has been arranged on an adjustable basis. means any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy. means the offering, giving, requesting, receiving, facilitation, or authorization of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations. means all policies (hereinafter referred to as Policy or Policies ) issued and/or accepted and/ or renewed by the REINSURED. means the amount(s) stated in the SPECIAL CONDITIONS payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Deposit Premium. means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article Limit and Deductible herein. This amount shall be calculated for each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS). In the Reinsurance Agreement, the terms Retention, Priority and Deductible are synonymous. means as set out within the Definition of Loss Occurrence or Definition of Risk if stated in the SPECIAL CONDITIONS and attached thereto. Policy(ies) Policyholder Premium Income Reinsurance Premium Risk attaching basis Special Acceptances Ultimate Net Loss Working Day means all original policies and/or original contracts of insurance (including co-insurance) and/or facultative reinsurance accepted and/or renewed by the REINSURED. means the owner of a Policy; usually, but not always, the Original Insured. means the amount of premium to be received by the REINSURED, as defined in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis. means the amount payable to the REINSURER after the application of the Rate(s) stated in the SPECIAL CONDITIONS to the subject Premium Income (or any other basis of premium calculation as may be specified in the SPECIAL CONDITIONS) and/or any additional premium(s) and/or flat premium(s) as may be specified in the SPECIAL CONDITIONS and payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS. means that a reinsurance is provided for claims arising from Policies incepting or renewing during the Period. means any Policy, in whole or in part, not falling within the scope of the Reinsurance Agreement, unless they are specifically accepted by the REINSURER in accordance with article Special Acceptances. has the meaning set out in the article Ultimate Net Loss. means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks are generally closed for business (other than solely for trading and settlement) in the territory of the party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement. Insolvency Event As defined in the special conditions or applicable law. Limit means the maximum amount of Ultimate Net Loss to be paid by the REINSURER in excess of the Deductible as stated in the SPECIAL CONDITIONS (as defined in the article Ultimate Net Loss ) for each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS), subject however, to any reinstatement provisions/limitations as may be specified herein. Loss occurring basis means all claims and/or losses occurring during the Period of the Reinsurance Agreement, irrespective of when the Policies incepted, are covered. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

4 6 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 7 It is agreed as follows : ARTICLE 1 General Terms 1. The Reinsurance Agreement is agreed between the REINSURED of the one part and the REINSURER of the other part. 2. The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article Business. 3. Subject to terms and conditions of the Reinsurance Agreement and of the Policies, the REINSURER shall follow the fortunes of the REINSURED in respect of the risks insured by all Policies and REINSURED hereunder. 4. The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the parties for the same Period and for the same Business. 5. Nothing in the Reinsurance Agreement is intended to confer any benefit on, or be enforceable by, any person who is not a party to the Reinsurance Agreement, including but not limited to the Original Insured, the Policyholder, or any Beneficiaries or parties under the Policies. ARTICLE 2 REINSURER s Liability 1. In consideration of the payment of the Reinsurance Premium and subject to the GENERAL CONDITIONS, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Deductible each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) during the Period. 2. The REINSURED may effect facultative reinsurance cessions for any risk where the REINSURED considers such reinsurance to be in the interests of the parties hereto. 3. An insurance granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another party or parties shall not be excluded from the Reinsurance Agreement merely because no legal liability may arise in respect thereof by reason of the fact that the REINSURED be the Original Insured. 4. All loss settlements exceeding the Deductible, made by the REINSURED, provided they are within the terms and conditions of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER. ARTICLE 4 Special Acceptances 1. Special Acceptances shall be agreed or refused by the REINSURER within 7 (seven) Working Days from the receipt of the REINSURED s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER. Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the REINSURED. 2. Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER in accordance with the provisions stated in the SPECIAL CONDITIONS (if stated in the SPECIAL CONDITIONS). ARTICLE 5 Effective Date 1. The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS. Expiry Date 2. The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL CONDITIONS, unless extended in accordance with the terms of the Extraordinary Event article or terminated in accordance with the terms of the Special Termination article. Period 3. The rights and obligations of both parties to the Reinsurance Agreement shall remain in full force throughout the Period only, except in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article). Loss Attachment 4. The Reinsurance Agreement shall apply to claims and/or losses occurring during the Period of the Reinsurance Agreement (Loss occurring basis). If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5. If the Reinsurance Agreement expires or is terminated while one or more Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss Occurrence/ Risk/ Accident Occurrence is claimed against any renewal of, or contract replacing the Reinsurance Agreement. Territorial Scope ARTICLE 3 The Territorial Scope of the Reinsurance Agreement is as specified in the SPECIAL CONDITIONS. Business & Exclusions ARTICLE 6 The Reinsurance Agreement shall apply to the Business and shall be subject to the Exclusions specified in the SPECIAL CONDITIONS. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

5 8 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 9 ARTICLE 7 Ultimate Net Loss 1. «Ultimate Net Loss» means the total amount which the REINSURED has actually paid or becomes liable to pay in settlement of all losses or liabilities arising under and within the terms, conditions and Limits of the Policies. This amount shall include any legal costs and expenses of litigation or arbitration, investigation, negotiation or adjustment expenses such as expert fees, if any, award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED) reasonably incurred in connection therewith. Payments by the REINSURED to the Original Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval. Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph Information, if applicable. Limit and Deductible 2. The REINSURED shall be deemed to be liable to pay a loss when a judgement or award has been rendered which the REINSURED does not plan to appeal, or the REINSURED has admitted liability in accordance with the terms and conditions of the Reinsurance Agreement. 3. Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained. 4. Recoveries under any underlying reinsurance (whether treaty or facultative) collected by the REINSURED are for the sole benefit of the REINSURED and shall not be taken into account in computing the Ultimate Net Loss nor in any way prejudice the REINSURED s right of recovery hereunder. ARTICLE 8 For each layer separately, the REINSURER shall indemnify the REINSURED for the part of Ultimate Net Loss which exceeds the Deductible stated in the SPECIAL CONDITIONS on account of each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) and the sum recoverable under the Reinsurance Agreement shall be up to but not exceeding the amount stated as the Limit in the SPECIAL CONDITIONS on account of each and every Loss Occurrence/ Risk/ Accident Occurrence, subject to the provisions of the article Reinstatement(s). Insolvency (where applicable) Net Retained Lines ARTICLE 9 Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply. ARTICLE 10 The Reinsurance Agreement shall only protect the portion of any Business which is the subject matter of the Reinsurance Agreement which the REINSURED retains net for its own account. The REINSURER s liability hereunder shall not be increased due to any error or omission which results in an increase in the REINSURED s net retention, nor by the REINSURED s failure to reinsure in accordance with its normal practice, nor by the inability of the REINSURED to collect from any other reinsurer any amounts which may have become due by them whether such inability arises from the insolvency of such other reinsurer or otherwise. ARTICLE 11 Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the Deductible from the ground up and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 30 (thirty) Working Days upon receipt of such request. Claims reports and/or claims documents including proof of settlement shall be submitted to the REINSURER together with the Cash Call request. 2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 20 (twenty) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details b) a declaration that loss payment will be made within the next 20 (twenty) Working Days. The REINSURER will make payment of the sum requested within 15 (fifteen) Working Days of receipt of the request supported by the required reports and/or documents and declaration. 3. Any amounts so settled will be credited to the REINSURER in the next settlement. ARTICLE 12 Notification of Claims 1. Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER immediately on receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information, in respect of such claim immediately on receiving knowledge thereof. 2. Upon the REINSURER s request, the REINSURED shall make available any relevant information that the REINSURER may require in respect of claims or potential claims notified in accordance with the foregoing paragraph, provided that the disclosure of such information does not prevent either party from complying with applicable laws. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

6 10 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional Upon the REINSURER s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of its involvement in the settlement of a claim. Such cooperation shall consist in the provision of advice and analysis to the REINSURED by the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims. ARTICLE 13 Accounts and Settlements 1. The REINSURED will send to the REINSURER an account established in the currency or currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as possible, and in any event not later than 3 (three) months after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 2. The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six) weeks period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six) weeks period. 3. Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six) weeks following the receipt of the account. The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. 4. For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth in SPECIAL CONDITIONS under Representation of Technical Reserves. ARTICLE 14 Reinsurance Premium 1. If the Reinsurance Agreement has been arranged on an adjustable premium basis then as soon as possible after the Adjustment Date the Deposit Premium shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS). Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS). 2. The Reinsurance Premium shall be payable by the REINSURED to the REINSURER subject to the payment of the Deposit Premium no later than 15 (fifteen) Working Days before the payment date specified in the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS). ARTICLE 15 Reinstatement(s) 1. For each layer separately, should any portion of the Limit of the Reinsurance Agreement be exhausted by a loss, the amount so exhausted shall be automatically reinstated from the time of the commencement of the Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS), subject to the payment of any reinstatement premium (if provided for in the SPECIAL CONDITIONS) by the REINSURED to the REINSURER when such loss payment is made and subject to the remaining reinstatements. 2. If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit Premium, subject to adjustment when the Premium Income (or figures required in accordance with any other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known. 3. The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss Occurrences/ Risks/ Accident Occurrences during the Period. 4. Losses shall be considered in chronological order by date of loss but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon. ARTICLE 16 Currency 1. Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS. Currency Fluctuation 2. Currencies other than the currency or currencies in which the Reinsurance Agreement is written shall be converted into that currency at the rate of exchange as used in the accounts books of the REINSURED. ARTICLE 17 Modifications and 1. Terms and conditions of the Reinsurance Agreement may not be modified, including by Clarifications way of additions, deletions and amendments, unless by addendum to be attached to the Reinsurance Agreement and signed by both parties. Modifications shall take effect on the date specified in the addendum. 2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties may make handwritten modifications hereon. Handwritten modifications shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing and stamping them. Handwritten modifications shall retroactively take effect on the Effective Date or on the date specified by the parties. 3. The payment of any adjustment due shall be made forthwith and in any event not later than 3 (three) months after the Adjustment Date. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

7 12 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional Subsidiary to paragraph 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date. ARTICLE 18 Inspection of Records 1. The REINSURER and/or its duly appointed representative may inspect at a mutually agreed time and place any records or documents, other than proprietary or privileged information, unless authorised by the REINSURED, which relate to the Business covered under the Reinsurance Agreement. 2. The REINSURER shall advise the REINSURED of its intent to exercise its right of inspection at least 2 (two) weeks in advance. The REINSURER and/or its duly appointed representative may arrange for copies to be made at the REINSURER s expense of any of the records or documents as referred to under paragraph 1 of this article. 3. Copies of Policies, records or relevant documents, wherever available, relating to any Business shall be supplied by the REINSURED to the REINSURER as soon as possible and in any event not later than 4 (four) weeks upon receipt of such request, provided that such disclosure does not prevent either party from complying with applicable laws. 4. Should arbitration or judicial proceedings be pending between the parties, the REINSURER shall exercise that right of inspection through a person designated and authorized by the respective arbitrator or judge. 5. The exercising of the right to inspect records shall neither amount to an affirmation of the Reinsurance Agreement nor affect the obligation of the REINSURER to pay undisputed claims nor affect the right by either party to terminate the Reinsurance Agreement in accordance with the Special Termination clause. 6. The provisions of this article shall continue to apply for as long as either party has any outstanding liabilities under the Reinsurance Agreement. ARTICLE 20 Special Termination 1. Either party affected by one of the events mentioned in paragraph 2. below shall notify it to the other party in writing within 30 (thirty) Working Days after its occurrence, unless such event is obviously known by the other party. 2. In any case, the Reinsurance Agreement may be terminated (Cut-Off) within 5 (five) months of that event with immediate non-retroactive effect by giving written notice to the other party: a) If the other party is subject to an Insolvency Event or is unable to pay its debts or has had the authority to transact any class of insurance withdrawn, suspended or made conditional by any court or regulatory authority. b) If the other party ceases writing insurance and/or reinsurance and elects to run-off its existing business or if the performance of the whole or any part of the Reinsurance Agreement is prohibited or rendered impossible de jure or de facto, subject always to the provisions of article Severability. c) If the other party fails to fulfil its material obligations under the Reinsurance Agreement within 2 (two) months after being requested in writing to do so. d) If the other party merges with or becomes acquired or controlled by any company, corporation or individual(s) not controlling the other party s operations at the inception of the Reinsurance Agreement. 3. If the Reinsurance Agreement is terminated before its Expiry Date, according to the provisions set out in this article, the Reinsurance Premium due to the REINSURER will be calculated pro rata temporis or as specified in the SPECIAL CONDITIONS from the Reinsurance Premium determined for the Period. However, the REINSURER shall receive not less than its proportionate share calculated pro rata temporis of the Reinsurance Premium (according to the Reinsurance Premium conditions specified in the SPECIAL CONDITIONS) for the Period. If the Reinsurance Agreement is established on a Loss occurring basis, the REINSURER shall remain liable for losses occurring during the Period, up to and including the effective date of termination of the Reinsurance Agreement; If the Reinsurance Agreement is established on a risk attaching basis, the REINSURER shall remain liable for losses arising in connection with the Policies issued or renewed up to and including the effective date of termination of the Reinsurance Agreement. Delay, Errors and Omissions 1. ARTICLE 19 Any inadvertent delay, errors and/or omissions on the part of either the REINSURED or the REINSURER shall not relieve the other party from any liability which would have attached hereunder, provided that rectification is made immediately upon discovery. Notice of termination shall be given in writing (registered letter, facsimile and any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the party to receive the notice, or to any other address indicated by such party for that purpose. Such notice is considered served upon dispatch or where communications between the parties are interrupted upon attempted dispatch. 2. Nevertheless, nothing contained in this article shall be held to override specific terms and conditions of the Reinsurance Agreement, and no liability shall be imposed on the REINSURER greater than would have attached hereunder had such inadvertent delay, errors and/or omissions not occurred. In case of an Insolvency Event, the liability of either party shall remain subject to the law applicable to the Reinsurance Agreement. 4. The parties can agree to terminate the Reinsurance Agreement on a commutation basis, and subject to the other terms and conditions of the Reinsurance Agreement. It is understood and agreed that the REINSURER shall be fully and finally released of its liability under the Reinsurance Agreement against payment of any outstanding balances. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

8 14 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 15 Extraordinary Event ARTICLE 21 It is agreed between the parties that this article does not apply to Property per Event Excess of Loss Reinsurance Agreements. In the event of an Extraordinary Event if, and only if, as a direct result of the Extraordinary Event any party is unable to perform its obligations hereunder, the following rule shall apply: The parties shall be excused from performance of their respective obligations for the duration of the Extraordinary Event, but in no event shall such excusal exceed 1 (one) month from the inception of the Extraordinary Event. Should the Extraordinary Event occur within 30 (thirty) days of the Expiry Date and the parties are, as a direct result of the Extraordinary Event, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) days, subject to one-time tacit renewal in the assumption that the Extraordinary Event continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum held covered period calculated at pro rata Reinsurance Premium from the original Expiry Date. The parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the held covered period except prior written agreement of the parties. For the purposes of this article, an Extraordinary Event shall be considered to be exceptional circumstances where the parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges. Any party asserting Extraordinary Event as an excuse for non-performance hereunder or as reason for held covered period shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other party was notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. Nothing in this article shall be construed to mean that any party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated. ARTICLE 22 Arbitration 1. All matters in difference or in dispute between the parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below. 2. a) Unless the parties agree upon a single arbitrator within 30 (thirty) days of one receiving a written request from the other for arbitration, the claimant (the party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent. b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) days of the appointment of the respondent s arbitrator, then either of the parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings. c) Unless the parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years experience in insurance or reinsurance and who are active or retired executive officers of insurance or reinsurance companies. d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) days. Should they fail to do so within 30 (thirty) days, then either of the parties may apply to the appointor for the appointment of the new chairperson. 3. The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit. 4. The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration. 5. a) The cost of the arbitration shall be borne by the non-prevailing party. If a party prevails in part, then the other party shall bear the cost to that extent. b) Each party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the parties and the arbitrators prior to the arbitration. The arbitration Tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment. 6. The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

9 16 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 17 Choice of Law and Jurisdiction 7. The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The parties covenant to carry out the same without delay. If either of the parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the party in default is domiciled or has assets or carries on business. 8. Notwithstanding the foregoing, a matter regarding the failure of a party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction. ARTICLE 23 Subject to the terms of article Arbitration, the Reinsurance Agreement shall be governed by the laws and subject to the jurisdiction specified in the SPECIAL CONDITIONS. ARTICLE 24 Entire Agreement 1. The provisions of the Reinsurance Agreement constitute the contractual conditions validated by the REINSURED and the REINSURER. The parties agree that, for security reasons and to avoid any unilateral alteration of such contractual conditions, the Reinsurance Agreement shall be sent out by the REINSURER and the REINSURED in a format which cannot be electronically and/or manually modified. Data Privacy 2. The Reinsurance Agreement consists of two parts being the SPECIAL CONDITIONS specified in the attached Placing Slip and Appendices and these GENERAL CONDITIONS (which include the Introduction above), which together with any amendments and/ or addenda constitute the Entire Agreement between the REINSURED and the REINSURER. 3. This article shall not be construed to limit the admissibility of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement. ARTICLE 25 The parties acknowledge and agree that they: - are committed to protect Personal Data in accordance with applicable law and regulation (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time); - have implemented and will maintain within their organisation policies and technical security measures preventing any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. Anti-Bribery Personal Data received by the REINSURER from the REINSURED shall not be: - used by the REINSURER other than in connection with performing its obligations under this Agreement; or - commercially exploited by the REINSURER; or - transferred to a third country without the REINSURER having implemented appropriate safeguards in accordance with the applicable law and regulation (e.g. laws based on European Directive 95/46/CE relating to the processing of Personal Data and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time), unless required to do so by Union or Member State law to which the REINSURER is subject; in such case, the REINSURER shall inform the REINSURED prior to processing, unless the law prohibits such information on the basis of public interest. Personal Data shall not be transferred to processor without prior specific or general written authorisation of the REINSURED. Transfers for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorisation is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of retrocessionaires to whom the Personal Data has been transferred. The REINSURER may engage processor for carrying out specific activities on behalf of REINSURER, ensuring the same data protection obligations as set out in this Agreement to that other processor by way of a contract or other legal act under Union or Member State law. Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Original Insureds both for its own compliance purposes, for the purposes of this Agreement and for the purposes of any facultative business and retrocession with the REINSURER. The parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies prohibiting any such actions by their officers, representatives, employees or any other third party acting on their behalf. To the extent permitted by the applicable law, each party shall notify the other party immediately upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-bribery law or regulation. The parties may at any-time request evidence of the other party s compliance with its obligations under this article. To the extent permitted by the applicable law, either party may also at any time request from the other party a list of all gifts and entertainment and any other benefits in excess of Euros 500 cumulatively, offered or provided by or on behalf of the other party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on its behalf in connection with the Reinsurance Agreement, provided that the Reinsurer maintains such a list in its ordinary course of business. However, the Reinsurer will provide all information which he can provide without a disproportionate expenditure. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

10 18 AXA Global RE à General Conditions book CHAPTER 1A à Acceptation Non Proportional 19 Corporate Responsibility The parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. In addition, as part of the AXA Group s principles and practices of sustainable development, the AXA Group requires the parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote nondiscrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website. ARTICLE 26 Severability 5. The parties further agree that, in case of disclosures required by a court order or by a regulatory or legal authority, said disclosures will not be considered to breach the bond of confidentiality, save that the REINSURER binds itself to inform the REINSURED immediately after receipt of such request. ARTICLE 28 If, at any time, any provision of the Reinsurance Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: - the legality, validity or enforceability in that jurisdiction of any other provision of the Reinsurance Agreement; or - the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of the Reinsurance Agreement. The parties agree to replace any invalid or unenforceable provision with a legal, valid and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision. Sanctions Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. ARTICLE 29 Counterparts Provisions 1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. ARTICLE 27 Confidentiality 1. The parties agree that all conditions and all renewal information contained in or related to the Reinsurance Agreement, as well as any information and documents obtained during an Inspection of Records under article 18 of the Reinsurance Agreement, shall be considered as being confidential (hereinafter referred to as the Confidential Information ). 2. Where the REINSURED consists of several Companies, one of the Companies is designated by the parties as the Leading REINSURED. In this case, the Leading REINSURED is authorised by the other Companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED. 2. The REINSURER shall make the best efforts in order to ensure that its employees, retrocessionaires, agents, subcontractors, representatives and auditors will be fully informed of these provisions and that they will be bound by this article. 3. The parties agree that the REINSURED shall be fully informed, by the REINSURER, of any breach in the bond of confidentiality which the REINSURER becomes aware of. 4. The REINSURER, except with the express prior written consent of the REINSURED, shall not directly or indirectly, communicate, disclose or divulge to any third party any Confidential Information, as defined above. In the context of this article, a third party will be anyone other than the contracting parties or their reinsurance subsidiaries and the reinsurance units of their subsidiaries and affiliates, their parent company, employees, retrocessionaires, agents, subcontractors, representatives or auditors. AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

11 1b Proportional General Conditions Introduction...22 Definitions...22 Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article Article

12 22 AXA Global RE à General Conditions book CHAPTER 1B à Acceptation Proportional 23 INTRODUCTION The Reinsurance Agreement (hereinafter referred to as the Reinsurance Agreement ) shall consist of both: - the general terms and conditions set out below (hereinafter referred to as the GENERAL CONDITIONS ), and - the Placing Slip and its Appendices (hereinafter referred to as the SPECIAL CONDITIONS ). The SPECIAL CONDITIONS together with any addendum thereto are deemed to be incorporated in and to form part of the Reinsurance Agreement. In the event of a conflict between the terms of the SPECIAL CONDITIONS and the GENERAL CONDITIONS, the terms of the SPECIAL CONDITIONS shall prevail. DEFINITIONS The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary: Adjustment Date means the Expiry Date, on which the adjustment of Premium Income takes place if the Reinsurance Agreement has been arranged on an adjustable basis. Policy(ies) Policyholder Reinsurance Premium Risk attaching basis Special Acceptances Working Day means all original policies and/or original contracts of insurance (including co-insurance) and/or facultative reinsurance accepted and/or renewed by the REINSURED. means the owner of a Policy; usually, but not always, the Original Insured. means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the direct insurance premium and determined by the amount of risk shared by the parties. means that a reinsurance is provided for claims arising from Policies incepting or renewing during the Period. means any Policy, in whole or in part, not falling within the scope of the Reinsurance Agreement, unless they are specifically accepted by the REINSURER in accordance with article Special Acceptances. means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks are generally closed for business (other than solely for trading and settlement) in the territory of the party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement. Beneficiary Bribery Business Gross Net Premium Income Insolvency Event Loss occurring basis Original Insured Original Net Premium Period Personal Data means any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy. means the offering, giving, requesting, receiving, facilitation, or authorization of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations. means all policies (hereinafter referred to as Policy or Policies ) issued and/or accepted and/or renewed by the REINSURED. means the gross premium accruing to te REINSURED after deducting cancellations, returns, and taxes. As defined in the special conditions or applicable law. means all claims and/or losses occurring during the Period of the Reinsurance Agreement, irrespective of when the Policies incepted, are covered. means each natural or legal person, organisation or entity insured under the Policies covered by the Reinsurance Agreement. means the total of original premiums received by the REINSURED less original commissions. means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if this Agreement is terminated in accordance with the terms of article Special Termination ), both dates inclusive. means any data or information relating to an identified or identifiable natural person which originated from exchanges between the parties (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity) and subject to specific data protection legislation, regulation and principles applying to the parties. AXA_2018_REINSURANCE_GENERAL CONDITIONS_PROPORTIONAL AXA_2018_REINSURANCE_GENERAL CONDITIONS_PROPORTIONAL