INTERNATIONAL DISTRIBUTION AGREEMENT

 

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                                                                [EXECUTION COPY]

 

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                      INTERNATIONAL DISTRIBUTION AGREEMENT

 

                                  BY AND BETWEEN

 

                                 CITIGROUP INC.

 

                                       AND

 

                                  METLIFE, INC.

 

                               AS OF JULY 1, 2005

 

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                                TABLE OF CONTENTS

 

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ARTICLE I. DEFINITIONS.................................................................................    1

   Section 1.1.     Defined Terms.......................................................................    1

   Section 1.2.     Purposes of Agreement...............................................................    5

   Section 1.3.     Construction........................................................................    6

   Section 1.4.     Headings............................................................................    6

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES.............................................................    6

   Section 2.1.     Representations and Warranties of Parent............................................    6

   Section 2.2.     Representations and Warranties of Purchaser.........................................    7

 

ARTICLE III. INTERNATIONAL DISTRIBUTION................................................................    7

   Section 3.1.     Selling Agreements..................................................................    7

   Section 3.2.     Exclusive Distribution Arrangements.................................................    8

   Section 3.3.     Non-Exclusive Distribution Arrangements.............................................    8

   Section 3.4.     Private Label Products..............................................................    9

   Section 3.5.     New Products; New Countries; Substitute Products....................................   10

   Section 3.6.     Acquisitions........................................................................   11

   Section 3.7.     Reinsurance of Products Distributed on Behalf of Third Party Insurers...............   11

   Section 3.8.     No Obligation.......................................................................   13

   Section 3.9.     Credicard...........................................................................   13

   Section 3.10.    Corretora...........................................................................   14

 

ARTICLE IV. ACCESS AND BRANDING........................................................................   14

   Section 4.1.     Access..............................................................................   14

   Section 4.2.     Branding; Use of Names; Confidential Information; Approval of Certain Materials.....   15

 

ARTICLE V. TERM OF THE AGREEMENT; CERTAIN CONDITIONS...................................................   16

   Section 5.1.     Term................................................................................   16

   Section 5.2.     Survival............................................................................   17

   Section 5.3.     Certain Conditions..................................................................   17

 

ARTICLE VI. INDEMNIFICATION............................................................................   19

   Section 6.1.     Indemnification of Parent...........................................................   19

   Section 6.2.     Indemnification of Purchaser........................................................   19

   Section 6.3.     Indemnity Provisions in International Selling Agreements............................   19

   Section 6.4.     Indemnification Procedures..........................................................   19

   Section 6.5.     General.............................................................................   20

 

ARTICLE VII. MISCELLANEOUS.............................................................................   21

   Section 7.1.     Equitable Remedies..................................................................   21

   Section 7.2.     Severability........................................................................   21

   Section 7.3.     Further Assurance and Assistance....................................................   21

   Section 7.4.     Notices.............................................................................   21

   Section 7.5.     Successors and Assigns..............................................................   22

   Section 7.6.     Governing Law.......................................................................   22

   Section 7.7.     Jurisdiction; Venue; Consent to Service of Process..................................   23

   Section 7.8.     Entire Agreement....................................................................   23

   Section 7.9.     Amendment and Waiver................................................................   23

   Section 7.10.    Access to Records...................................................................   23

   Section 7.11.    Counterparts........................................................................   24

   Section 7.12.    WAIVER OF JURY TRIAL................................................................   24

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                      INTERNATIONAL DISTRIBUTION AGREEMENT

 

      THIS INTERNATIONAL DISTRIBUTION AGREEMENT (this "Agreement"), dated as of

July 1, 2005, is made by and between Citigroup Inc., a Delaware corporation

("Parent"), and MetLife, Inc., a Delaware corporation ("Purchaser").

 

      WHEREAS, Purchaser and certain of its Affiliates provide insurance and

annuity products throughout the United States and in numerous countries around

the world;

 

      WHEREAS, Parent, through its Affiliates, has an extensive proprietary

distribution network that distributes, on behalf of insurance companies,

insurance and annuity products throughout the United States and in numerous

countries around the world;

 

      WHEREAS, Parent and Purchaser have entered into an Acquisition Agreement,

dated as of January 31, 2005 (the "Acquisition Agreement"), pursuant to which

Purchaser will acquire on the terms and subject to the conditions set forth

therein, all of the outstanding shares of capital stock of certain subsidiaries

of, and the equity interests owned by Parent in certain joint ventures of,

Parent or its Affiliates, including the Travelers Insurers;

 

      WHEREAS, in connection with the transactions contemplated by the

Acquisition Agreement, the parties hereto desire to enter into a distribution

relationship inside the United States pursuant to a Domestic Distribution

Agreement to be entered into on the date of this Agreement and the distribution

relationship outside the United States contemplated by this Agreement;

 

      WHEREAS, this Agreement has been restated from the form hereof attached to

the Acquisition Agreement; and

 

      WHEREAS, the execution and delivery of this Agreement is a condition to

closing of the transactions contemplated by the Acquisition Agreement.

 

      NOW, THEREFORE, in consideration of the mutual covenants, agreements and

promises herein contained, the parties do hereby agree as follows:

 

                                   ARTICLE I

                                  DEFINITIONS

 

      Section 1.1 Defined Terms. For purposes of this Agreement, unless the

context requires otherwise, the following terms shall have the following

meanings:

 

       "Acquisition Agreement" has the meaning set forth in the recitals hereto.

 

      "Adequate Financial Strength" means with respect to the applicable

Purchaser Insurer's distribution of a Product through an International Parent

Distributor, the financial strength of such Purchaser Insurer as it relates to

such Product reasonably determined in good faith by the applicable International

Parent Distributor on the basis of criteria which such International Parent

Distributor reasonably believes are utilized in the industry or by similarly

situated distributors in

 

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evaluating other insurers (considered as a group) or any Purchaser Insurer,

provided that to the extent other insurers provide products which are

substantially similar to the Product sold by such Purchaser Insurer through the

applicable International Parent Distributor such reasonable determination shall

also be made on the basis of criteria which such International Parent

Distributor has knowledge of and reasonably believes are utilized in evaluating

such insurers as to such Product. Such criteria will take into account factors

such as the availability of financial strength ratings in the country in which

the products of such Purchaser Insurer are sold. For the avoidance of doubt,

each International Parent Distributor acknowledges that immediately prior to the

date hereof the Purchaser Insurer providing a Product to it had Adequate

Financial Strength with respect to such Product on such date.

 

      "Affiliate" shall mean, with respect to any Person, any other Person that

directly or indirectly, through one or more intermediaries, controls, is

controlled by or is under common control with such first Person. The term

"control" (including its correlative meanings "controlled by" and "under common

control with") shall mean possession, directly or indirectly, of power to direct

or cause the direction of management or policies (whether through ownership of

securities or partnership or other ownership interests, by contract or

otherwise).

 

      "Agreement" shall have the meaning set forth in the introductory paragraph

hereof.

 

      "Asia-Pac RCA" shall have the meaning set forth in Section 3.7(e).

 

      "Comparable Distributor" shall mean a distributor using a substantially

similar approach to the marketing, servicing, sales support and overall

distribution of products.

 

      "Competitive" means (i) the terms, total compensation, customer appeal,

consumer pricing and value, wholesaler coverage, training and support, features

and service standards and metrics of the applicable product, taken as a whole,

are at least equivalent to those of other comparable products, considered as a

group, then distributed by the applicable Affiliate of Parent and (ii) the

Purchaser Insurer shall have Adequate Financial Strength.

 

      "Confidential Information" shall have the meaning set forth in Section

4.2(b).

 

      "Covered Business" means all policies, certificates or coverages existing

under, or in respect of, all Reinsured Products as of the date hereof, together

with all new policies, certificates or coverages sold or effected under such

Reinsured Products and any new product distributed by a Reinsured Product

Distributor in any country that is substantially similar to a Reinsured Product

distributed by such Reinsured Product Distributor in such country.

 

      "CSL Agreement" has the meaning ascribed to such term in Section 3.7(d).

 

      "Covered Country" means each of the following countries: Argentina,

Australia, Belgium, Brazil, Guam, Hong Kong, Hungary, Ireland, Japan, Poland and

the United Kingdom.

 

      "Exclusive Products" means the Products designated on Schedule 3.2(a) as

being subject to an exclusive relationship.

 

      "Existing Product" has the meaning set forth in Section 3.5(c).

 

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      "First Term" means the five-year period commencing on the date of this

Agreement and ending on the fifth anniversary of the date of this Agreement.

 

      "Indemnified Party" has the meaning set forth in Section 6.4.

 

       "Indemnifying Party" has the meaning set forth in Section 6.4.

 

      "International Exclusive Parent Distributor" means each International

Parent Distributor to which a Travelers Insurer is the exclusive provider of any

Product on the date of this Agreement and such Person's successors and assigns.

 

      "International Parent Distributor" means (i) any Person Affiliated with

Parent that, as of the date of this Agreement, distributes any Product that a

Travelers Insurer offers in any Covered Country and such Person's successors and

assigns and (ii) any Person Affiliated with Parent that distributes any product

offered by a Purchaser Insurer in any country other than a Covered Country

pursuant to an arrangement contemplated by Sections 3.4(b), 3.5(b) and 3.6(b)

(but in each case only from and after such time that such Person begins

distributing such product for a Purchaser Insurer) and such Person's successors

and assigns.

 

      "International Selling Agreements" has the meaning set forth in Section

3.1.

 

      "Law" shall have the meaning set forth in the Acquisition Agreement.

 

      "Level Playing Field" means, with respect to a product, Parent (i) shall,

and shall cause any International Parent Distributor entering into an

International Selling Agreement with respect to such product pursuant to Section

3.1 to, afford the same access to its distribution platforms for such product

offered by a Travelers Insurer (or a Purchaser Insurer, as applicable) as the

access it affords to comparable products offered by a Third Party Insurer and

(ii) shall not, and shall cause its Affiliates (including the International

Parent Distributors) not to, provide to its Sales Force any compensation or

other economic inducement or benefit for the sale of comparable products sold in

a comparable sales support and compensation framework offered by a Third Party

Insurer that are more favorable than the compensation or other economic

inducements or benefits provided to such Sales Force for the sale of such

products offered by a Travelers Insurer (or a Purchaser Insurer, as applicable);

provided, that a Level Playing Field may include variations in Sales Force

compensation that are (x) based upon neutral criteria that do not differentiate

between product providers, such as achieving sales volume or persistency

objectives, or (y) for products (including combined product and service

arrangements) for which distributor compensation is negotiated by the provider

on a sale-by-sale basis, such as group retirement products.

 

      "Licensing Agreement" shall have the meaning set forth in the Acquisition

Agreement.

 

      "Local Incumbent" has the meaning set forth in Section 3.7.

 

      "Losses" has the meaning set forth in Section 6.1.

 

      "Marks" shall mean the Parent Distributor Marks, as defined in the

Licensing Agreement in respect of this Agreement.

 

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      "New Products" means (i), with respect to each Covered Country, any life

insurance or annuity product that a Purchaser Insurer is authorized to offer but

was not included among the types of insurance or annuity products distributed by

an International Parent Distributor in such Covered Country on the date of this

Agreement and (ii) products offered by a Purchaser Insurer pursuant to

arrangements contemplated by Sections 3.5(b) and 3.6(b). For avoidance of doubt,

the addition of new features to Products shall not constitute New Products in

whole or in part, regardless of whether any insurance regulatory filing is

required in connection therewith.

 

      "Non-Exclusive Products" has the meaning set forth in Section 3.3.

 

      "Parent" has the meaning set forth in the introductory paragraph hereof.

 

      "Parent Indemnified Parties" has the meaning set forth in Section 6.1.

 

      "Parent Standards and Practices" means the client service and relationship

standards, business practices, ethical standards, customer privacy and

protection policies and general service quality standards, reputational

considerations and industry standards, as determined from time to time by Parent

or any of its Affiliates, provided that such Parent Standards and Practices, to

the extent they relate to a Product or New Product and/or International Parent

Distributor, shall be applied, and changes thereto shall be made, without

discriminating in any material manner against any Travelers Insurer or Purchaser

Insurer, as applicable, relative to all other similarly situated providers of

such Products or New Products distributed by such International Parent

Distributor.

 

      "Person" shall have the meaning set forth in the Acquisition Agreement.

 

      "PLP Distributor" has the meaning set forth in Section 3.4(b).

 

      "Private Label Product" means a life insurance or annuity product

customized for a PLP Distributor in a Covered Country or Supplemental Country

that (i) is branded under the name of the PLP Distributor in such Covered

Country or Supplemental Country or (ii) is a variable life insurance or variable

annuity contract that offers as an option more than two investment choices or

mutual funds that are advised or managed by Parent or a Parent Affiliate (or any

successor to the Parent or a Parent Affiliate of substantially all of the

business or assets of the Parent or such Parent Affiliate which relate primarily

to the asset management business), including an PLP Distributor (in all cases in

the capacity of either an advisor or sub-advisor). For the avoidance of doubt

and without limitation, a Private Label Product (whether existing on the date of

this Agreement or thereafter) shall be deemed a Product for all purposes under

this Agreement.

 

      "Products" means the life insurance and annuity products issued by the

Travelers Insurers and distributed through the International Parent Distributors

on the date of this Agreement, and any Substitute Products distributed in

replacement thereof pursuant to Section 3.5(c).

 

      "Purchaser" shall have the meaning set forth in the introductory paragraph

hereof.

 

      "Purchaser Indemnified Parties" has the meaning set forth in Section 6.2.

 

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      "Purchaser Insurer" means any insurance company Affiliate of Purchaser,

including the Travelers Insurers.

 

      "Reinsured Product Distributor" means each Affiliate of Parent who, on the

date of this Agreement, distributes life insurance or annuity products on behalf

of a Local Incumbent.

 

      "Reinsured Products" means all life insurance and annuity products being

distributed by an Affiliate of Parent, written by a Local Incumbent and

reinsured by a Reinsurer as of the date of this Agreement.

 

      "Reinsurer" has the meaning set forth in Section 3.7.

 

      "Sales Force" means those point of sale representatives and their direct

supervisors utilized by Parent, International Parent Distributors or one of

their respective Affiliates whose job responsibility includes the sale or

promotion of Products or New Products offered by a Travelers Insurer (or a

Purchaser Insurer, as applicable).

 

      "Second Term" means the five-year period commencing upon the expiration of

the First Term and ending on the tenth anniversary of the date of this

Agreement.

 

      "Substitute Product" has the meaning set forth in Section 3.5(c).

 

      "Supplemental Country" means each of the following countries: Chile,

China, India, Indonesia, South Korea, Taiwan, and Uruguay.

 

      "Target Affiliated Distributor" means any Person Affiliated with Parent

that (i) was an Affiliate of a Target Business (as defined in the Acquisition

Agreement) immediately prior to the acquisition of such Target Business by

Parent or an Affiliate of Parent and (ii) is engaged in the business of

distributing financial services products.

 

      "Term" has the meaning set forth in Section 5.1.

 

      "Third Party Claim" has the meaning set forth in Section 6.4.

 

      "Third Party Insurer" means an insurance company that is not Affiliated

with Purchaser.

 

      "Travelers Insurers" means the International Insurance Companies (as

defined in the Acquisition Agreement) and the Joint Ventures (as defined in the

Acquisition Agreement) to be acquired by Purchaser pursuant to the Acquisition

Agreement and their successors and assigns, and with respect to a Substitute

Product that is offered pursuant to Section 3.5(c), a Purchaser Insurer and its

successors and assigns.

 

      Section 1.2 Purposes of Agreement. Notwithstanding anything in this

Agreement to the contrary, Purchaser and Parent agree that this Agreement is

intended to set forth certain principal business terms upon which they will

enter into International Selling Agreements during the Term and that nothing

herein creates an International Selling Agreement.

 

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      Section 1.3 Construction. For the purposes of this Agreement: (i) words

(including capitalized terms defined herein) in the singular shall be held to

include the plural and vice versa, and words (including capitalized terms

defined herein) of one gender shall be held to include the other gender as the

context requires; (ii) the terms "hereof," "herein" and "herewith" and words of

similar import shall, unless otherwise stated, be construed to refer to this

Agreement as a whole (including all of the Schedules) and not to any particular

provision of this Agreement, and Article, Section, paragraph and Schedule

references are to the Articles, Sections, paragraphs and Schedules to this

Agreement, unless otherwise specified; (iii) the word "including" and words of

similar import when used in this Agreement shall mean "including, without

limitation"; (iv) all references to any period of days shall be deemed to be to

the relevant number of calendar days unless otherwise specified; and (v)

"commercially reasonable efforts" shall not require a waiver by any party of any

material rights or any action or omission that would be a breach of this

Agreement.

 

      Section 1.4 Headings. The Article and Section headings contained in this

Agreement are inserted for convenience of reference only and shall not affect

the meaning or interpretation of this Agreement.

 

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

 

      Section 2.1 Representations and Warranties of Parent. Parent hereby

represents and warrants to Purchaser as set forth below.

 

            (a) Parent is a corporation duly organized, validly existing and in

good standing under the laws of its state of incorporation.

 

            (b) Parent has all necessary corporate power and authority to make,

execute and deliver this Agreement and to perform all of the obligations to be

performed by it hereunder. The making, execution, delivery and performance by

Parent of this Agreement and the consummation by Parent of the transactions

contemplated hereby have been duly and validly authorized by all necessary

corporate action on the part of Parent. This Agreement has been duly and validly

executed and delivered by Parent, and assuming the due authorization, execution

and delivery by Purchaser, this Agreement will constitute the valid, legal and

binding obligation of Parent, enforceable against it in accordance with its

terms, except as may be subject to applicable bankruptcy, insolvency, moratorium

or other similar Laws, now or hereafter in effect, relating to or affecting the

rights of creditors generally and by legal and equitable limitations on the

enforceability of specific remedies.

 

            (c) Neither the execution and delivery of this Agreement by Parent,

nor the consummation of the transactions contemplated hereby, will (i) violate

or conflict with any provision of the articles of incorporation or bylaws or

other organizational documents of Parent or any International Parent

Distributor, (ii) violate any of the terms, conditions, or provisions of any Law

or license to which Parent or any International Parent Distributor is subject or

by which it or any International Parent Distributor or any of its or their

assets are bound, or (iii) violate, breach, or constitute a default under any

contract to which Parent or any International Parent Distributor is a party or

by which it or any International Parent Distributor or any of its or their

 

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assets is bound. The distribution of any Products offered by a Travelers Insurer

and distributed by an International Parent Distributor on the date of this

Agreement does not violate, breach, or constitute a default under any contract

to which Parent or any International Parent Distributor is a party or by which

any of them or any of their respective assets is bound.

 

            (d) None of the arrangements by which any International Parent

Distributor distributes any Products on behalf of a Travelers Insurer in force

on the date of this Agreement violates any of the Parent Standards and Practices

in effect on such date.

 

      Section 2.2. Representations and Warranties of Purchaser. Purchaser hereby

represents and warrants to Parent as set forth below.

 

            (a) Purchaser is a corporation duly organized, validly existing and

in good standing under the laws of its state of incorporation.

 

            (b) Purchaser has all necessary corporate power and authority to

make, execute and deliver this Agreement and to perform all of the obligations

to be performed by it hereunder. The making, execution, delivery and performance

by Purchaser of this Agreement and the consummation by Purchaser of the

transactions contemplated hereby have been duly and validly authorized by all

necessary corporate action on the part of Purchaser. This Agreement has been

duly and validly executed and delivered by Purchaser, and assuming the due

authorization, execution and delivery by Parent, this Agreement will constitute

the valid, legal and binding obligation of Purchaser, enforceable against it in

accordance with its terms, except as may be subject to applicable bankruptcy,

insolvency, moratorium or other similar Laws, now or hereafter in effect,

relating to or affecting the rights of creditors generally and by legal and

equitable limitations on the enforceability of specific remedies.

 

            (c) Neither the execution and delivery of this Agreement by

Purchaser, nor the consummation of the transactions contemplated hereby, will

(i) violate or conflict with any provision of the articles of incorporation or

bylaws or other organizational documents of Purchaser or any Purchaser Insurer

(other than the Travelers Insurers), (ii) violate any of the terms, conditions,

or provisions of any Law or license to which Purchaser is subject or by which it

or any of its assets is bound, or (iii) violate, breach, or constitute a default

under any contract to which Purchaser is a party or by which it or any of its

assets is bound.

 

                                  ARTICLE III.

                           INTERNATIONAL DISTRIBUTION

 

      Section 3.1. Selling Agreements. In order to effectuate the distribution

arrangements contemplated hereby among the Travelers Insurers (and Purchaser

Insurers, as applicable) and the International Parent Distributors for

distribution of the Products and New Products offered by the Travelers Insurers

(and Purchaser Insurers, as applicable) in the Covered Countries and the

Supplemental Countries, Parent shall cause the International Parent

Distributors, and Purchaser shall cause the Travelers Insurers (and Purchaser

Insurers, as applicable), to negotiate in good faith and enter into written

selling agreements that are consistent with industry practice and with the

principles set forth in this Agreement and that contain terms and conditions

taken as a whole that are no less favorable to the Travelers Insurers (and

Purchaser Insurers, as applicable) and the

 

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International Parent Distributors than the terms and conditions of the selling

and selling related arrangements existing on the date of this Agreement between

the Travelers Insurers and the International Parent Distributors (the

"International Selling Agreements"). For each International Parent Distributor

that distributes a Product for a Travelers Insurer on the date of this

Agreement, an International Selling Agreement for the distribution of such

Product, to take effect on the date of this Agreement, shall be executed and

delivered by such International Parent Distributor and the applicable Travelers

Insurer on or prior to the date of this Agreement. The International Selling

Agreements will contain provisions concerning the periodic readjustment of

compensation as agreed by the parties thereto.

 

      Section 3.2. Exclusive Distribution Arrangements.

 

             (a) Parent represents and warrants that Schedule 3.2(a) sets forth a

complete and accurate list of all life insurance and annuity products issued by

a Travelers Insurer and distributed by an International Parent Distributor

(whether pursuant to a written agreement or de facto) in a Covered Country on

behalf of a Travelers Insurer on the date of this Agreement, the identity of

each International Parent Distributor that distributes each such product and

whether or not a Travelers Insurer is the exclusive provider (whether pursuant

to a written agreement or de facto) of such product to such International Parent

Distributor. For purposes of this Agreement (other than Section 3.7), life

insurance and/or annuity products shall be deemed to include any product listed

on Schedule 3.2(a).

 

            (b) If any Travelers Insurer is the exclusive provider (whether

pursuant to a written agreement or de facto) of an Exclusive Product to any

International Exclusive Parent Distributor in a Covered Country on the date of

this Agreement, such Travelers Insurer shall have the right to be the exclusive

provider of such Exclusive Product to such International Exclusive Parent

Distributor in such Covered Country during the First Term. During the Second

Term, each Travelers Insurer shall have the right to be a provider, on a

non-exclusive, Level Playing Field basis, to each International Exclusive Parent

Distributor of each Exclusive Product distributed by such International

Exclusive Parent Distributor on the date of this Agreement. During the First

Term, Parent shall not make any change in the Parent Standards and Practices

(except changes that may be reasonably appropriate to comply with applicable

Law) that would conflict with the rights granted to the Travelers Insurers under

the first sentence of this Section 3.2(b).

 

            (c) Notwithstanding anything herein to the contrary (including,

without limitation, Section 3.5(c)), prior to the earlier of (i) the end of the

60-day period beginning on the date of this Agreement and (ii) December 31,

2005, (x) Purchaser shall cause the Exclusive Products to be marketed under the

brand name and with such trademarks or trade names (including the identity of

the underwriter of such Exclusive Product) as used on the date of this Agreement

and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product

in place of an Exclusive Product.

 

      Section 3.3. Non-Exclusive Distribution Arrangements. If any Travelers

Insurer is a non-exclusive provider of a Product to any International Parent

Distributor in any Covered Country on the date of this Agreement (the

"Non-Exclusive Products"), such Travelers Insurer

 

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shall have the right to be a provider of such Product, on a non-exclusive, Level

Playing Field basis, to such International Parent Distributor in such country

during the Term.

 

      Section 3.4. Private Label Products.

 

            (a) If any Travelers Insurer is the provider of a Private Label

Product to an International Parent Distributor in any Covered Country on the

date of this Agreement, such Travelers Insurer shall have the right to be the

provider of such Private Label Product in such Covered Country during the Term.

 

            (b) Subject to the last sentence of this Section 3.4(b), if, prior

to the seventh anniversary of the date of this Agreement, any International

Parent Distributor or any other Affiliate of Parent that distributes life

insurance or annuity products desires to distribute, as a Private Label Product

in any Covered Country or Supplemental Country, a life insurance product (other

than term life insurance) or annuity product that it does not distribute as a

Private Label Product in such country on the date of this Agreement, Parent

shall cause such International Parent Distributor or other Affiliate of Parent

(a "PLP Distributor") to notify Purchaser no later than the time of notification

of any Third Party Insurer. If the PLP Distributor does not select a Purchaser

Insurer as the provider of the new Private Label Product and the PLP Distributor

desires to continue to seek a Third Party Insurer, as provider, Parent shall

cause the PLP Distributor to include the Purchaser Insurers in the process for

selection of such provider (whether by formal request for proposals or

otherwise) to provide such Private Label Product prior to selecting a Third

Party Insurer. Parent shall cause the PLP Distributor to entertain in good

faith, and on terms no less favorable than those extended to any other proposed

provider, proposals from the Purchaser Insurers to provide such new Private

Label Product. Such PLP Distributor (i) shall have exclusive discretion in

determining the process for selection of, and the criteria for evaluation of,

potential providers of any such Private Label Product and (ii) shall make a good

faith determination of the relative suitability of proposals from potential

providers for satisfying the requirements of such Private Label Product (it

being understood that if such PLP Distributor determines that a proposal from a

Purchaser Insurer satisfies such requirements, considered as a whole, at least

as well as the most favorable proposal or proposals of the other potential

providers, such Purchaser Insurer's proposal shall be selected); provided,

however, that such PLP Distributor shall not be required to select any such

proposal. In the event a proposal from a Purchaser Insurer is selected by a PLP

Distributor, Parent shall cause such PLP Distributor, and Purchaser shall cause

such Purchaser Insurer, to negotiate in good faith an appropriate written

selling agreement with respect thereto upon terms and conditions to be mutually

agreed by the parties thereto. The rights granted to the Purchaser Insurers

under this Section 3.4(b) shall not apply with respect to any new Private Label

Product if an insurance company not Affiliated with Parent or Purchaser contacts

or approaches the International Parent Distributor, without solicitation by such

International Parent Distributor relating to such Private Label Product, about

developing or the possibility of developing such Private Label Product.

Notwithstanding the foregoing, but subject to Section 3.5, nothing in this

Section 3.4 shall be construed to limit such International Parent Distributor's

ability to offer Products substantially the same as any Private Label Product on

a non-private label basis.

 

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      Section 3.5. New Products; New Countries; Substitute Products.

 

            (a) At any ti