NOVATION AGREEMENT
This Novation Agreement (hereinafter "the Agreement") effective as of January 1,
2010 (hereinafter "the Effective Date"), by and among Lincoln National
Reinsurance Company (Barbados) Limited, of Barbados (hereinafter "Assignor"), an
insurance company organized and existing under the laws of Barbados; Lincoln
Life & Annuity Company of New York, of Syracuse, New York (hereinafter
"Company"), an insurance company organized and existing under the laws of New
York; and The Lincoln National Life Insurance Company of Fort Xxxxx, Indiana
(hereinafter "Assignee"), an insurance company organized and existing under the
laws of Indiana.
RECITALS
Assignor entered into a reinsurance agreement with the Company effective
December 31, 2007 and as amended effective January 1,2010 (immediately prior to
the execution of this Novation Agreement), pursuant to which Assignor reinsured
certain policies issued by the Company (hereinafter referred to as the
"Reinsurance Agreement").
The Assignor, Company, and Assignee (collectively referred to as the "Parties"),
desire to have the Assignee assume the position as reinsurer under the terms and
conditions of the Reinsurance Agreement so that all of the Assignor's rights,
duties, and obligations under the Reinsurance Agreement will be and become the
rights, duties, and obligations of Assignee from and after the effective date of
this Agreement.
Assignee is willing to assume Assignor's position as reinsurer under the
Reinsurance Agreement and the Company is willing to have the Assignee assume
Assignor's position in that regard.
NOW, THEREFORE, intending to be legally bound and in consideration of the mutual
promises contained herein, the Parties agree to the following:
ASSIGNMENT
1. Assignor hereby assigns, transfers and conveys to Assignee, as of the
Effective Date, all of its rights, title, interest, privileges, duties
and obligations, in and to the Reinsurance Agreement.
2. Assignee hereby accepts the assignment from Assignor and assumes, as
of the Effective Date, all of Assignor's rights, title, interest,
privileges, duties and obligations, in and to the Reinsurance
Agreement.
3. Company hereby consents to the assignment of the Reinsurance Agreement
to Assignee and shall treat Assignee as the reinsurer thereunder in
place of Assignor, in accordance with the terms and conditions of the
Reinsurance Agreement, as of the Effective Date of this Agreement.
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4. Assignee hereby agrees to administer the Reinsurance Agreement in a
manner consistent with that done previously by Assignor.
CONSIDERATION
1. Assignee agrees to pay, and shall pay, to Company, any and all amounts
it is required to pay under the Reinsurance Agreement, for periods
commencing on and after the Effective Date, and Company assumes and
agrees to pay to Assignee any and all amounts for periods commencing
on and after the Effective Date.
2. Effective for periods commencing after the Effective Date, Assignor
hereby relinquishes any and all claims to payment with reference to
this Agreement and the Reinsurance Agreement and acknowledges and
agrees that nothing shall be due and payable to Assignor under this
Agreement and the Reinsurance Agreement, except as provided in
paragraph 3 below.
3. The Parties agree that any net payment due the Assignee from the
Assignor shall be an amount of cash (or cash equivalent) equal to the
Treaty Reserves as more fully described in the Reinsurance Agreement,
less an adjustment reflecting the anticipated future profitability on
the business being assigned.
MISCELLANEOUS
1. This Agreement represents the entire agreement among the Parties with
respect to the subject matter hereof, and supersedes any prior or
contemporaneous oral or written agreements relating thereto. This
Agreement shall form an integral part of the Reinsurance Agreement,
all terms which shall remain the same except as amended herein
pursuant to this Agreement.
2. This Agreement may be executed in counterparts, each of which shall be
deemed as an original, but all of which together shall constitute one
and the same instrument.
3. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to any
principles of conflicts of laws that are not mandatorily applicable by
law and would permit or require the application of the laws of another
jurisdiction.
4. This Agreement shall be effective January 1,2010 and the provisions of
this Agreement shall be subject to all terms and conditions of the
Reinsurance Agreement which do not conflict with the terms hereof.
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IN WITNESS WHEREOF, Assignor, Company and Assignee have, by their respective
duly authorized officers, executed this Agreement in triplicate on the dates
shown below.
LINCOLN NATIONAL REINSURANCE COMPANY (BARBADOS) LIMITED
(Assignor)
By: /s/ Xxxxx X. Xxxx Attest: /s/ [Illegible]
-------------------------------- ------------------------------
Title: VP Title: AVP
Date: 2-4-2010 Date: 2-4-2010
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
(Company)
By: /s/ Xxxxxx X. Xxxxxxxx Attest: /s/ Xxxxx X. Xxxx
-------------------------------- ------------------------------
Title: AVP Title: VP
Date: 2-4-2010 Date: 2-4-2010
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Assignee)
By: /s/ Xxxxx X. Xxxxxxx Attest: Xxxxxx X. Xxxxxxxx
-------------------------------- ------------------------------
Title: Assistant Vice President Title: AVP
Date: 2-4-2010 Date: 2-4-2010
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