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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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Page
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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
7
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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
8
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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.
9
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Section
3.5. New Products; New Countries; Substitute Products.
(a) At any ti
