EXHIBIT 7(c)
REINSURANCE AGREEMENT
[THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS
EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS
OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE
OMITTED PORTIONS OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PUSRSUANT TO A CONFIDENTIAL TREATMENT REQUEST.]
Amendment No. 9 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
Schedule B, Investment Funds, is hereby replaced by the attached revised
Schedule B, to document fund revisions and additions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx Date: 9/3/09
--------------------------------------------- ------
Xxxxxxx X. Xxxxxxx, Vice President - Individual Annuity
Product Management
Attest: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx, 2nd Vice President & Associate Actuary
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx Date: 8/28/09
--------------------------------------------- -------
Xxxxxx Xxxxxx, Senior Vice President & Chief Actuary
Attest: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
--------------------------------------------------------------------------------
FUNDS AND STATUS CHANGES
--------------------------------------------------------------------------------
AIM FUNDS (NAME CHANGED 5/1/04; FORMERLY INVESCO FUNDS)
AIM V.I. Dynamics, Series I (new name as of 5/1/05)
AIM V.I. Global Real Estate (added 5/1/09)
AIM V.I. International Growth, Series I (added 5/1/08)
--------------------------------------------------------------------------------
XXXXX - 0 CLASS (CHANGED TO 0 CLASS AS OF 5/1/04)
American Balanced
--------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
VP Mid Cap Value Fund, Class I (added 5/1/08)
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Core Strategies (added 11/1/03)
Focused MidCap Value (name changed 5/1/06; formerly Select)
MidCap Growth
Money Market
Small Capitalization
Small Company Equity Fund (name changed 4/1/06; formerly Micro Cap)
--------------------------------------------------------------------------------
XXXXXXX SOCIAL
Income (added 5/1/02)
Social Balanced
Social Equity (added 5/1/02)
Social International Equity
Social Mid Cap Growth (closed to new money 5/1/08)
Social Small Cap Growth (closed 9/26/07)
--------------------------------------------------------------------------------
DREYFUS
Dreyfus MidCap Stock Portfolio - Service Shares (added 11/1/021
--------------------------------------------------------------------------------
DWS
Dreman Small Mid Value VIP, Class A (added 5/1/08)
Global Thematic VIP, Class A (added 5/1/08)
--------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
Asset Manager
Asset Manager: Growth
Contrafund
Equity-Income
Growth
High Income
Investment Grade Bond
Mid Cap (added 5/1/09)
Overseas
--------------------------------------------------------------------------------
MFS
Strategic income - Initial Class (Initial Class added to name 11/1/05; name
changed 5/1/02; formerly Global Governments)
New Discovery - Initial Class (Initial Class added to name 11/1/05)
Research International - Initial Class (added 5/1/08)
Total Return, Initial Class (added 5/1/08)
Utilities - Initial Class (Initial Class added to name 11/1/05)
--------------------------------------------------------------------------------
XXXXXXXXX XXXXXX
AMT Regency, Class I (added 5/1/08)
--------------------------------------------------------------------------------
PIMCO VIT ADMINISTRATIVE CLASS
Total Return (added 5/1/09)
--------------------------------------------------------------------------------
Schedule B
Investment Funds
--------------------------------------------------------------------------------
FUNDS AND STATUS CHANGES
--------------------------------------------------------------------------------
SUMMIT SERIES (PINNACLE REMOVED FROM NAME 5/1/06)
Inflation Protected Plus (added 5/1/08)
International Index (added 5/1/08)
Lifestyle ETF Market Strategy Aggressive (added 5/1/08)
Lifestyle ETF Market Strategy Conservative (added 5/1/08)
Lifestyle ETF Market Strategy Target (added 5/1/08)
Nasdaq-100 Index
Natural Resources (added 5/1/08)
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
S & P 500 Index (added 12/12/08)
Zenith (added 12/12/08)
--------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
--------------------------------------------------------------------------------
X. XXXX PRICE
Blue Chip Growth II (added 5/1/08)
--------------------------------------------------------------------------------
XXX XXXXXX (FORMERLY XXXXXX XXXXXXX)
(Xxx Xxxxxx now represents Xxxxxx Xxxxxxx for Institutional Investors, as
of 5/1/02.)
Emerging Markets Equity - Class I (formerly Emerging Markets Equity; name
changed 5/1/03)
Global Value Equity - Class I (formerly Global Equity; name changed 5/1/03)
International Magnum - Class I (formerly International Magnum; name changed
5/1/03)
U.S. Real Estate - Class I (formerly U.S. Real Estate; name changed 5/1/03)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLOSED OR MERGED FUNDS (NO LONGER OFFERED)
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Emerging Growth (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth with Income (MFS Co.) (merged into Core Strategies, 11/1/03)
Income & Growth (closed 12/12/08, and funds moved to Summit Zenith)
Index 500 (closed 12/12/08, and funds moved to Summit S & P 500 Index)
Research (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth (Xxxx Xxxxx) (closed and substituted 11/1/05 into Ameritas VIT
Income & Growth)
XXXXX
American Leveraged AllCap (closed and substituted 11/1/05 into Ameritas VIT
Income & Growth)
SALOMON BROTHERS
Variable All Cap (closed and substituted 11/1/05 into Ameritas VIT Income &
Growth; formerly Variable Capital; name changed 5/1/03)
SUMMIT SERIES
Bond Portfolio (closed 12/12/08, and funds moved to CVS Income; added
5/1/08)
--------------------------------------------------------------------------------
Amendment Xx. 0 xx
Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xx. 0000-00, Dated January 1, 2001
between
AMERITAS LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
Schedule B, Investment Funds, is hereby replaced by the attached revised
Schedule B, to document fund revisions and additions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx Date: 12/23/08
--------------------------------------------- ----------
Xxxxxxx X. Xxxxxxx, Vice President - Individual Annuity Product Management
Attest: /s/ Xxxxxx X. Xxxxx
-------------------------------------------------------
Xxxxxx X. Xxxxx, 2nd Vice President & Associate Actuary
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx Date: 12/10/2008
--------------------------------------------- -----------
Xxxxx X. Xxxxxx, Senior Vice President & Chief Actuary
Attest: /s/ Xxxxx Xxxxxxx
------------------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
---------------------------------------------------------------------------------------------------------
Funds and Status Changes
---------------------------------------------------------------------------------------------------------
AIM FUNDS (NAME CHANGED 5/1/04; FORMERLY INVESCO FUNDS)
AIM V.I. Dynamics, Series I (new name as of 5/1/05)
AIM V.I. International Growth, Series I (added 5/1/08)
---------------------------------------------------------------------------------------------------------
XXXXX - O CLASS (CHANGED TO O CLASS AS OF 5/1/04)
American Balanced
---------------------------------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
VP Mid Cap Value Fund, Class I (added 5/1/08)
---------------------------------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Core Strategies (added 11/1/03)
Focused MidCap Value (name changed 5/1/06; formerly Select)
MidCap Growth
Money Market
Small Capitalization
Small Company Equity Fund (name changed 4/1/06; formerly Micro Cap)
---------------------------------------------------------------------------------------------------------
XXXXXXX SOCIAL
Income (added 5/1/02)
Social Balanced
Social Equity (added 5/1/02)
Social International Equity
Social Mid Cap Growth (closed to new money 5/1/08)
Social Small Cap Growth
---------------------------------------------------------------------------------------------------------
DREYFUS
Dreyfus MidCap Stock Portfolio - Service Shares (added 11/1/02)
---------------------------------------------------------------------------------------------------------
DWS
Dreman Small Mid Value VIP, Class A (added 5/1/08)
Global Thematic VIP, Class A (added 5/1/08)
---------------------------------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
---------------------------------------------------------------------------------------------------------
MFS
Strategic Income - Initial Class (Initial Class added to name 11/1/05; name changed 5/1/02; formerly
Global Governments)
New Discovery - Initial Class (Initial Class added to name 11/1/05)
Research International - Initial Class (added 5/1/08)
Total Return, Initial Class (added 5/1/08)
Utilities - Initial Class (Initial Class added to name 11/1/05)
---------------------------------------------------------------------------------------------------------
XXXXXXXXX XXXXXX
AMT Regency, Class I (added 5/1/08)
---------------------------------------------------------------------------------------------------------
Schedule B
Investment Funds
---------------------------------------------------------------------------------------------------------
Funds and Status Changes
---------------------------------------------------------------------------------------------------------
SUMMIT SERIES (PINNACLE REMOVED FROM NAME 5/1/06)
Inflation Protected Plus (added 5/1/08)
International Index (added 5/1/08)
Lifestyle ETF Market Strategy Aggressive (added 5/1/08)
Lifestyle ETF Market Strategy Conservative (added 5/1/08)
Lifestyle ETF Market Strategy Target (added 5/1/08)
Nasdaq-100 Index
Natural Resources (added 5/1/08)
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
S & P 500 Index (added 12/12/08)
Zenith (added 12/12/08)
---------------------------------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
---------------------------------------------------------------------------------------------------------
X. XXXX PRICE
Blue Chip Growth II (added 5/1/08)
---------------------------------------------------------------------------------------------------------
XXX XXXXXX (FORMERLY XXXXXX XXXXXXX)
(Xxx Xxxxxx now represents Xxxxxx Xxxxxxx for institutional investors, as of 5/1/02.)
Emerging Markets Equity - Class I (formerly Emerging Markets Equity; name changed 5/1/03)
Global Value Equity - Class I (formerly Global Equity; name changed 5/1/03)
International Magnum - Class I (formerly International Magnum; name changed 5/1/03)
U.S. Real Estate - Class I (formerly U.S. Real Estate; name changed 5/1/03)
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Closed or Merged Funds (no longer offered)
---------------------------------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Emerging Growth (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth with Income (MFS Co.) (merged into Core Strategies, 11/1/03)
Income & Growth (closed 12/12/08, and funds moved to Summit Zenith)
Index 500 (closed 12/12/08, and funds moved to Summit S & P 500 Index)
Research (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth (Xxxx Xxxxx) (closed and substituted 11/1/05 into Ameritas VIT Income & Growth)
XXXXX
American Leveraged AllCap (closed and substituted 11/1/05 into Ameritas VIT Income & Growth)
SALOMON BROTHERS
Variable All Cap (closed and substituted 11/1/05 into Ameritas VIT Income & Growth; formerly
Variable Capital; name changed 5/1/03)
SUMMIT SERIES
Bond Portfolio (closed 12/12/08, and funds moved to CVS Income; added 5/1/08)
---------------------------------------------------------------------------------------------------------
Amendment Xx. 0 xx
Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xx. 0000-00, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
Schedule B, Investment Funds, is hereby replaced by the attached revised
Schedule B, to document fund revisions and additions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx Date: 9/1/08
--------------------------------------------- ------
Xxxxxxx X. Xxxxxxx, Vice President - Individual Annuity
Product Management
Attest: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx, 2nd Vice President & Associate Actuary
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx Date: 8/21/08
--------------------------------------------- -------
Xxxxx X. Xxxxxx, Senior Vice President & Chief Actuary
Attest: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds and Status Changes
--------------------------------------------------------------------------------
AIM FUNDS (NAME CHANGED 5/1/04; FORMERLY INVESCO FUNDS)
AIM V.I. Dynamics, Series I (new name as of 5/1/05)
AIM V.I. International Growth, Series I (added 5/1/08)
--------------------------------------------------------------------------------
XXXXX - 0 CLASS (CHANGED TO 0 CLASS AS OF 5/1/04)
American Balanced
--------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
VP Mid Cap Value Fund, Class I (added 5/1/08)
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Core Strategies (added 11/1/03)
Focused MidCap Value (name changed 5/1/06; formerly Select)
Income & Growth
Index 500
MidCap Growth
Money Market
Small Capitalization
Small Company Equity Fund (name changed 4/1/06; formerly Micro Cap)
--------------------------------------------------------------------------------
XXXXXXX SOCIAL
Income (added 5/1/02)
Social Balanced
Social Equity (added 5/1/02)
Social International Equity
Social Mid Cap Growth (closed to new money 5/1/08)
Social Small Cap Growth
--------------------------------------------------------------------------------
DREYFUS
Dreyfus MidCap Stock Portfolio - Service Shares (added 11/1/02)
--------------------------------------------------------------------------------
DWS
Dreman Small Mid Value VIP, Class A (added 5/1/08)
Global Thematic VIP, Class A (added 5/1/08)
--------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
--------------------------------------------------------------------------------
MFS
Strategic Income - Initial Class (Initial Class added to name 11/1/05; name
changed 5/1/02; formerly Global Governments)
New Discovery - Initial Class (Initial Class added to name 11/1/05)
Research International - Initial Class (added 5/1/08)
Total Return, Initial Class (added 5/1/08)
Utilities - Initial Class (Initial Class added to name 11/1/05)
--------------------------------------------------------------------------------
XXXXXXXXX XXXXXX
AMT Regency, Class I (added 5/1/08)
--------------------------------------------------------------------------------
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds and Status Changes
--------------------------------------------------------------------------------
SUMMIT SERIES (PINNACLE REMOVED FROM NAME 5/1/06)
Bond Portfolio (added 5/1/08)
Inflation Protected Plus (added 5/1/08)
International Index (added 5/1/08)
Lifestyle ETF Market Strategy Aggressive (added 5/1/08)
Lifestyle ETF Market Strategy Conservative (added 5/1/08)
Lifestyle ETF Market Strategy Target (added 5/1/08)
Nasdaq-100 Index
Natural Resources (added 5/1/08)
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
--------------------------------------------------------------------------------
THIRD AVENUE .
Third Avenue Value
--------------------------------------------------------------------------------
X. XXXX PRICE
Blue Chip Growth II (added 5/1/08)
--------------------------------------------------------------------------------
XXX XXXXXX (FORMERLY XXXXXX XXXXXXX)
(Xxx Xxxxxx now represents Xxxxxx Xxxxxxx for institutional Investors, as
of 5/1/02)
Emerging Markets Equity - Class I (formerly Emerging Markets Equity; name
changed 5/1/03)
Global Value Equity - Class I (formerly Global Equity; name changed 5/1/03)
International Magnum - Class I (formerly International Magnum; name changed
5/1/03)
U.S. Real Estate - Class I (formerly U.S. Real Estate; name changed 5/1/03)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Closed or Merged Funds (no longer offered)
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Emerging Growth (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth with Income (MFS Co.) (merged into Core Strategies, 11/1/03)
Research (MFS Co.) (merged into Core Strategies, 11/1/03)
Growth (Xxxx Xxxxx) (closed and substituted 11/1/05 into Ameritas VIT
Income & Growth)
XXXXX
American Leveraged AllCap (closed and substituted 11/1/05 into Ameritas
VIT Income & Growth)
SALOMON BROTHERS
Variable All Cap (closed and substituted 11/1/05 into Ameritas VIT Income
& Growth, formerly Variable Capital; name changed 5/1/03)
--------------------------------------------------------------------------------
Novation to Reinsurance Agreement
---------------------------------
WHEREAS, Ameritas Variable Life Insurance Company ("AVLIC") and AXA Corporate
Solutions Life Reinsurance Company ("Reinsures"), are parties to a reinsurance
agreement ("Reinsurance Agreement"), whereby Reinsurer reinsures AVLIC in
accordance with the terms of the Reinsurance Agreement, which is identified on
Exhibit "A", attached hereto and incorporated herein; and
WHEREAS, AVLIC is merging into its parent, Ameritas Life Insurance Corp.
("Ameritas") with Ameritas as the surviving company and with the closing of the
merger (the "Merger") scheduled to occur after the close of business on April
30, 2007;
It is therefore agreed:
1. Substitution of Party -- The Reinsurance Agreement is amended to
provide for Ameritas to act as the reinsured party in substitution of
AVLIC.
2. Performance of Duties, Assumption of Rights -- Ameritas hereby assumes
and agrees to perform the duties previously performed by AVLIC under
the Reinsurance Agreement and hereby assumes the rights previously
held by AVLIC under the Reinsurance Agreement. AXA Corporate Solutions
Life Reinsurance Company hereby accepts Ameritas' agreement and
assumption of such duties and rights and accepts the substitution of
Ameritas for AVLIC under the Reinsurance Agreement.
3. Effective Date -- This Novation shall take effect as of the actual
closing date of the Merger, and such effectiveness is conditioned upon
the closing of the Merger. Ameritas will notify the other parties
hereto of any change in the scheduled closing date and of the actual
closing date.
In witness whereof the parties have signed this instrument.
Executed this 9th day of April, 2007.
Ameritas Variable Life Insurance Company
By: Xxxxx X. Xxxxxxx
Print: Xxxxx X. Xxxxxxx
Title: Asst. Vice President Individual Policy Processing
Date: 4/9/07
Ameritas Life Insurance Corp.
By: Xxxxxx X. Xxxxx
Print: Xxxxxx X. Xxxxx
Title: Vice President and Asst. Sec.
Date: April 9, 2007
AXA Corporate Solutions Life Reinsurance Company
By: Xxxxx Xxxxx
Print: Xxxxx Xxxxx
Title: Sr Vice President & Chief Actuary
Date: April 24, 2007
EXHIBIT A
---------
Reinsurance
Cedant Reinsurer Agreement Number Effective Date
-------------------------------------------------------------------------------------------
Ameritas Variable Life AXA Corporate Solutions 2001-36 January 1, 2001
Insurance Company Life Reinsurance Company
ASSUMPTION AGREEMENT
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
AMERITAS VARIABLE LIFE INSURANCE COMPANY hereby gives notice that effective the
1st day of May, 2003, it assumes the interests and obligations of ACACIA
NATIONAL LIFE INSURANCE COMPANY in the reinsurance agreement known as Agreement
No. 2001-43, dated May 1, 2001, between ACACIA NATIONAL LIFE INSURANCE COMPANY
and AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY (the "Reinsurance
Agreement").
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY acknowledges such assumption
and agrees that all transactions with respect to reinsurance heretofore ceded
under the aforesaid Agreement shall hereafter be between AMERITAS VARIABLE LIFE
INSURANCE COMPANY (now the CEDING COMPANY) and AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY.
This Assumption Agreement does not alter, amend or modify the Reinsurance
Agreement other than as set forth herein, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx VP Date: 12/23/03
-----------------------------------------------
Attest: /s/ Xxxxx X. Xxxxxxx VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Sokoulas Date: 19 December 2003
-----------------------------------------------
Xxxxxxx X. Sokoulas, Senior Vice President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Amendment No. 5 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Schedule B, Investment Funds, is replaced by the attached revised Schedule
B, to document fund revisions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx VP Date: 11/19/03
-----------------------------------------------
Attest: /s/ Xxxxx X. Xxxxxxx VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Sokoulas Date: 22 October 2003
-----------------------------------------------
Xxxxxxx X. Sokoulas, Senior Vice President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds and Status Changes
--------------------------------------------------------------------------------
XXXXX
American Balanced
American Leveraged AllCap
--------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Growth (Xxxx Xxxxx)
Income & Growth (Xxxx Xxxxx)
XxxXxx Growth (Xxxx Xxxxx)
Small Capitalization (XxXxxx - formerly Xxxx Xxxxx) (subadvisor replaced
11/1/01)
Micro Cap (Babson)
Money Market (Xxxxxxx)
Select (Oakmark)
Index 000 (Xxxxx Xxxxxx)
Xxxxxxx MidCap Stock (added 11/7/02)
Core Strategies (Xxxxxxxxx) (added 11/1/03)
--------------------------------------------------------------------------------
XXXXXXX SOCIAL
Social Balanced
Social International Equity
Social Mid Cap Growth
Social Small Cap Growth
--------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
--------------------------------------------------------------------------------
INVESCO FUNDS
VIF Dynamics
--------------------------------------------------------------------------------
MFS
Global Governments
New Discovery
Utilities
--------------------------------------------------------------------------------
XXX XXXXXX (FORMERLY XXXXXX XXXXXXX)
(Xxx Xxxxxx now represents Xxxxxx Xxxxxxx for institutional investors, as of
5/1/02.)
Emerging Markets Equity - Class I formerly Emerging Markets Equity (name
changed 5/1/03)
Global Value Equity - Class I formerly Global Equity (name changed 5/1/03)
International Magnum - Class I formerly International Magnum (name changed
5/1/03)
U.S. Real Estate - Class I formerly U.S. Real Estate (name changed 5/1/03)
--------------------------------------------------------------------------------
SALOMON BROTHERS
Variable All Cap (formerly Variable Capital; name changed 5/1/03)
--------------------------------------------------------------------------------
SUMMIT PINACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
--------------------------------------------------------------------------------
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds and Status Changes
--------------------------------------------------------------------------------
THIRD AVENUE
--------------------------------------------------------------------------------
THIRD AVENUE VALUE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Closed or Merged Funds No Longer Offered
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Emerging Growth (MFS Co.) (merged into Core Strategies 11/1/03)
Growth With Income (MFS Co.) (merged into Core Strategies 11/1/03)
Research (MFS Co.) (merged into Core Strategies 11/1/03)
--------------------------------------------------------------------------------
Amendment No. 4 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Schedule B, Investment Funds, is replaced by the attached revised Schedule
B, to document fund revisions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx VP Date: 5-20-03
-----------------------------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxx VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Sokoulas Date: 12 May 2003
-----------------------------------------------
Xxxxxxx X. Sokoulas, Senior Vice President
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Xxxxx Xxxxx, Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
-------------------------------------------------------------------------------------------------------
Funds Status Changes
-------------------------------------------------------------------------------------------------------
XXXXX
American Balanced
American Leveraged AllCap
-------------------------------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
-------------------------------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Growth (Xxxx Xxxxx)
Income & Growth (Xxxx Xxxxx)
MidCap Growth (Xxxx Xxxxx)
Small Capitalization (XxXxxx -- formerly Xxxx Subadvisor replaced November 1, 0000
Xxxxx)
Micro Cap (Babson)
Money Market (Xxxxxxx)
Emerging Growth (MFS Co.)
Growth with Income (MFS Co.)
Research (MFS Co.)
Select (Oakmark)
Index 000 (Xxxxx Xxxxxx)
Xxxxxxx MidCap Stock Added November 1, 2002
-------------------------------------------------------------------------------------------------------
XXXXXXX SOCIAL
Social Balanced
Social International Equity
Social Mid Cap Growth
Social Small Cap Growth
-------------------------------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
-------------------------------------------------------------------------------------------------------
INVESCO FUNDS
VIF Dynamics
-------------------------------------------------------------------------------------------------------
MFS
Global Governments
New Discovery
Utilities
-------------------------------------------------------------------------------------------------------
XXX XXXXXX (FORMERLY XXXXXX XXXXXXX) Xxx Xxxxxx now represents Xxxxxx Xxxxxxx
for Emerging Markets Equity -- Class I formerly institutional investors, as of 5/1/02.
Emerging Markets Equity Name changed 5/1/03
Global Value Equity -- Class I formerly Global Name changed 5/1/03
Equity
International Magnum - Class I formerly Name changed 5/1/03
International Magnum
U.S. Real Estate -- Class I formerly U.S. Real Estate Name changed 5/1/03
-------------------------------------------------------------------------------------------------------
SALOMON BROTHERS Name changed 5/1/03
Variable All Cap, formerly Variable Capital
------------------------------------------------------------------------------------------------------
Schedule B
Investment Funds
------------------------------------------------------------------------------------------------------
Funds Status Changes
------------------------------------------------------------------------------------------------------
SUMMIT PINACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
------------------------------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
------------------------------------------------------------------------------------------------------
Amendment No. 3 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Schedule B, Investment Funds, is replaced by the attached revised Schedule
B, to document fund additions and/or revisions as of the dates shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx, VP Date: 8/16/02
-----------------------------------------------
Attest: /s/ Xxxxxx X. Xxxxx, AVP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 05 August 2002
-----------------------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule B
Investment Funds
----------------------------------------------------------------------------------------------------
Funds Status Changes
----------------------------------------------------------------------------------------------------
XXXXX
American Balanced
American Leveraged AllCap
----------------------------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
----------------------------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Growth (Xxxx Xxxxx)
Income & Growth (Xxxx Xxxxx)
MidCap Growth (Xxxx Xxxxx)
Small Capitalization (XxXxxx -- formerly Subadvisor replaced November 1, 0000
Xxxx Xxxxx)
Micro Cap (Babson) Money Market (Xxxxxxx)
Emerging Growth (MFS Co.)
Growth with Income (MFS Co.)
Research (MFS Co.)
Select (Oakmark)
Index 000 (Xxxxx Xxxxxx)
Xxxxxxx MidCap Stock Added November 1, 2002
----------------------------------------------------------------------------------------------------
XXXXXXX SOCIAL
Social Balanced
Social International Equity
Social Mid Cap Growth
Social Small Cap Growth
----------------------------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
----------------------------------------------------------------------------------------------------
INVESCO FUNDS
VIF Dynamics
----------------------------------------------------------------------------------------------------
MFS
Global Governments
New Discovery
Utilities
----------------------------------------------------------------------------------------------------
XXXXXX XXXXXXX
Emerging Markets Equity
Global Equity
International Magnum
U.S. Real Estate
----------------------------------------------------------------------------------------------------
SALOMON BROTHERS
Variable Capital
----------------------------------------------------------------------------------------------------
SUMMIT PINACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
----------------------------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
----------------------------------------------------------------------------------------------------
Amendment No. 2 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective as noted below, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Schedule A, Plans of Reinsurance, is replaced by the attached Schedule A,
effective January 15, 2002, to document the addition of 403(b) policy forms
and riders as covered business hereunder.
o Schedule B, Investment Funds, is replaced by the attached Schedule B,
effective November 1, 2001, to document the replacement of a sub-advisor,
as shown.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx, VP Date: 4/1/02
-----------------------------------------------
Attest: /s/ Xxxxx X. Xxxxxxx, VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 25 March 2002
-----------------------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule A
Plans of Reinsurance
A. Quota Share Percentage: 100%
B. Issue Dates:
New Policies issued on or after January 1, 2001. See Paragraph D below
for coverages coming into effect thereafter, and Paragraph F for
Inforce Elections.
C. GMDB Rider Reinsured:
o Optional Enhanced GMDB Benefit 1 for issue ages 0 - 70: Maximum
Anniversary Value (Annual Step-Up) to attained age 80; GMDB frozen
thereafter.
o Optional Enhanced GMDB Benefit 2 for issue ages 0 - 70: 5% Roll-up to
attained age 80 subject to 200% of net considerations; GMDB frozen
thereafter.
o Optional Enhanced GMDB Benefit 3 for issue ages 0 - 70: Greater of
Optional Enhanced GMDB 1 and Optional Enhanced GMDB 2.
Note: For all GMDB coverages, withdrawals reduce the death benefit
proportionately.
Spousal Continuance
-------------------
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance, the attained age of the surviving
spouse satisfies the issue age restrictions and benefit limitations under
the Related Contracts covered by this Agreement.
Continued on next page...
Schedule A
Plans of Reinsurance
(continued)
D. Related Contracts:
---------------------------------------------------------------------------------------------------------------
Form No. Description Effective Date
---------------------------------------------------------------------------------------------------------------
4888 Medley Unbundled Variable Annuity January 1, 2001
---------------------------------------------------------------------------------------------------------------
GMDB 4902 Optional Enhanced GMDB Benefit 1 January 1, 2001
---------------------------------------------------------------------------------------------------------------
GMDB 4903 Optional Enhanced GMDB Benefit 2 May 1, 2001
---------------------------------------------------------------------------------------------------------------
GMDB 4904 Optional Enhanced GMDB Benefit 3 May 1, 2001
---------------------------------------------------------------------------------------------------------------
FPW 4901 10% Free Withdrawal Feature May 1, 2001
---------------------------------------------------------------------------------------------------------------
FPW 4902 Expanded Free Partial Withdrawal Feature May 1, 2001
---------------------------------------------------------------------------------------------------------------
5WCP 4901 5-Year Withdrawal Charge May 1, 2001
---------------------------------------------------------------------------------------------------------------
7WCP 4902 7-Year Withdrawal Charge May 1, 2001
---------------------------------------------------------------------------------------------------------------
MP 4901 Minimum Initial Premium of $2,000 May 1, 2001
---------------------------------------------------------------------------------------------------------------
TSA-V Ed.1-02 403(b) Tax Sheltered Annuity Endorsement January 15, 2002
---------------------------------------------------------------------------------------------------------------
HDW 4901 TSA Hardship Waiver Rider January 15, 2002
---------------------------------------------------------------------------------------------------------------
WCP 4903 TSA No Withdrawal Charge Rider (= > $25K) January 15, 2002
---------------------------------------------------------------------------------------------------------------
WCP 4904 TSA No Withdrawal Charge Rider (< $25K) January 15, 2002
---------------------------------------------------------------------------------------------------------------
MP 4902 TSA Minimum Premium Rider January 15, 2002
---------------------------------------------------------------------------------------------------------------
E. Retention:
The CEDING COMPANY shall be liable for claims associated with the
excess of Net Considerations over Account Value upon death of the
policyholder.
Note: Net considerations is defined as total deposits less a
dollar-for-dollar reduction for any withdrawals.
F. Window of Opportunity for Inforce Elections
Contracts issued on or after January 1, 2001 through April 30, 2001
that were reinsured under the terms of this Agreement and that are
still in force as of the effective date of this Amendment will have
the option to:
1. Elect a GMDB Rider within sixty (60) days from the effective date of
this Amendment, or sixty (60) days from the date of state approval,
beginning May 1, 2001 and ending no later than September 30, 2001.
2. Elect a new Optional Feature within one hundred and twenty (120) days
from the effective date of this Amendment, or one hundred and twenty
(120) days from the date of state approval, beginning May 1, 2001 and
ending no later than October 31, 2001.
Schedule B
Investment Funds
------------------------------------------------------------------------------------------------------------------------
Funds Status Changes
------------------------------------------------------------------------------------------------------------------------
XXXXX
American Balanced
American Leveraged AllCap
------------------------------------------------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
------------------------------------------------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Growth (Xxxx Xxxxx)
Income & Growth (Xxxx Xxxxx)
XxxXxx Growth (Xxxx Xxxxx)
Small Capitalization (XxXxxx -- formerly Xxxx Subadvisor replaced November 1, 0000
Xxxxx)
Micro Cap (Babson)
Money Market (Xxxxxxx)
Emerging Growth (MFS Co.)
Growth with Income (MFS Co.)
Research (MFS Co.)
Select (Oakmark)
Index 000 (Xxxxx Xxxxxx)
------------------------------------------------------------------------------------------------------------------------
XXXXXXX SOCIAL
Social Balanced
Social International Equity
Social Mid Cap Growth
Social Small Cap Growth
------------------------------------------------------------------------------------------------------------------------
FIDELITY - SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
------------------------------------------------------------------------------------------------------------------------
INVESCO FUNDS
VIF Dynamics
------------------------------------------------------------------------------------------------------------------------
MFS
Global Governments
New Discovery
Utilities
------------------------------------------------------------------------------------------------------------------------
XXXXXX XXXXXXX
Emerging Markets Equity
Global Equity
International Magnum
U.S. Real Estate
------------------------------------------------------------------------------------------------------------------------
SALOMON BROTHERS
Variable Capital
------------------------------------------------------------------------------------------------------------------------
SUMMIT PINACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
------------------------------------------------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
------------------------------------------------------------------------------------------------------------------------
Amendment No. 1 to
Automatic Reinsurance Agreement No. 2001-36, Dated January 1, 2001
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective May 1, 2001, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
GMDB reinsurance coverage hereunder is hereby expanded to add the Optional
Enhanced Death Benefits (GMDB Riders) as described in the revised treaty
provisions referenced below.
o Article V, Reinsurance Premiums, is replaced by the attached Article V, to
describe the true-up of reinsurance premiums that will occur for certain
GMDB Rider elections on inforce contracts.
o Schedule A, Plans of Reinsurance, is replaced by the attached Schedule A,
to describe the additional benefits reinsured, the policy forms covered and
the timeframe open for GMDB Rider elections to inforce contracts.
o Exhibit I, Reinsurance Premiums, is replaced by the attached Exhibit I, to
set forth the reinsurance premiums for the reinsured benefits.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx, VP Date: 8/21/01
-----------------------------------------------
Attest: /s/ Xxxxx X. Xxxxxxx, VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 19 July 2001
-----------------------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Article V
Reinsurance Premiums
A. The reinsurance premium rate is a flat asset-based premium rate which is
applied to the average aggregate account value in force over the reporting
period multiplied by the quota share percentage reinsured by the REINSURER.
The reporting period is monthly.
B. The annualized reinsurance premium rates are shown in Exhibit I and vary by
variable annuity contract type. The rates are expressed in terms of basis
points. In practice, they shall be applied on a monthly basis by utilizing
one-twelfth (1/12th)-of the annualized rates.
C. The total reinsurance premium due and payable in the first month shall at
least equal [*]. Thereafter, the minimum reinsurance premium that is due
and payable shall increase by [*] for each month after the first month
until it reaches [*] six months after the Effective Date of this Agreement.
The total reinsurance premium that is due and payable in any month
thereafter shall at least be [*]. The minimum reinsurance premium applies
in aggregate to the business reinsured with the REINSURER by the CEDING
COMPANY under this Agreement and by the CEDING COMPANY's affiliates, First
Ameritas Life Insurance Corporation of New York and Acacia National Life
Insurance Company, under the Agreements known as No. 2001-38 and No.
2001-43, respectively.
D. For Spousal Continuances, reinsurance premium rates shall apply as
described in this Article V. Should these rates be age-based then the new
reinsurance premium rate for spousal continuances shall be based off the
attained age of the surviving spouse at the time of election of spousal
continuance. After the new business facility expires, as described under
Article XX, the REINSURER reserves the right to declare new rates.
E. The reinsurance premium structure described above shall remain in effect as
long as the death benefit design, contract fees, mortality and expense
charges, administration fees and surrender charges in effect at the
inception of this Agreement remain unchanged.
F. In the event that a GMDB Rider covered under the terms of this Agreement is
elected after the issue date of a contract, in accordance with the terms
set forth under Paragraph F of Schedule A, and the GMDB Rider goes into
effect as of the original issue date of the contract instead of as of the
election date of the GMDB Rider, then a true-up of reinsurance premiums
will be due. If the GMDB Rider goes into effect on the date of its
election, there will be no true-up of reinsurance premiums.
Schedule A
Plans of Reinsurance
A. Quota Share Percentage: 100%
B. Issue Dates:
New Policies issued on or after January 1, 2001. See Paragraph D below
for coverages coming into effect thereafter, and Paragraph F for
Inforce Elections.
C. GMDB Rider Reinsured:
o Optional Enhanced GMDB Benefit I for issue ages 0 - 70: Maximum
Anniversary Value (Annual Step-Up) to attained age 80; GMDB frozen
thereafter.
o Optional Enhanced GMDB Benefit 2 for issue ages 0 - 70: 5% Roll-up to
attained age 80 subject to 200% of net considerations; GMDB frozen
thereafter.
o Optional Enhanced GMDB Benefit 3 for issue ages 0 - 70: Greater of
Optional Enhanced GMDB 1 and Optional Enhanced GMDB 2.
Note: For all GMDB coverages, withdrawals reduce the death benefit
proportionately.
Spousal Continuance
-------------------
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance, the attained age of the surviving
spouse satisfies the issue age restrictions and benefit limitations under
the Related Contracts covered by this Agreement.
D. Related Contracts:
------------------------------------------------------------------------------------------
Form No. Description Effective Date
------------------------------------------------------------------------------------------
4888 Medley Unbundled Variable Annuity January 1, 2001
------------------------------------------------------------------------------------------
GMDB 4902 Optional Enhanced GMDB Benefit 1 January 1, 2001
------------------------------------------------------------------------------------------
GMDB 4903 Optional Enhanced GMDB Benefit 2 May 1, 2001
------------------------------------------------------------------------------------------
GMDB 4904 Optional Enhanced GMDB Benefit 3 May 1, 2001
------------------------------------------------------------------------------------------
FPW 4901 10% Free Withdrawal Feature May 1, 2001
------------------------------------------------------------------------------------------
FPW 4902 Expanded Free Partial Withdrawal Feature May 1, 2001
------------------------------------------------------------------------------------------
5WCP 4901 5-Year Withdrawal Charge May 1, 2001
------------------------------------------------------------------------------------------
7WCP 4902 7-Year Withdrawal Charge May 1, 2001
------------------------------------------------------------------------------------------
MP 4901 Minimum Initial Premium of $2,000 May 1, 2001
E. Retention: The CEDING COMPANY shall be liable for claims associated with
the excess of Net Considerations over Account Value upon death of the
policyholder.
Note: Net considerations is defined as total deposits less a
dollar-for-dollar reduction for any withdrawals.
Schedule A
Plans of Reinsurance
(continued)
F. Window of Opportunity for Inforce Elections
Contracts issued on or after January 1, 2001 through April 30, 2001 that
were reinsured under the terms of this Agreement and that are still in
force as of the effective date of this Amendment will have the option to:
1. Elect a GMDB Rider within sixty (60) days from the effective date of
this Amendment, or sixty (60) days from the date of state approval,
beginning May 1, 2001 and ending no later than September 30, 2001.
2. Elect a new Optional Feature within one hundred and twenty (120) days
from the effective date of this Amendment, or one hundred and twenty
(120) days from the date of state approval, beginning May 1, 2001 and
ending no later than October 31, 2001.
Exhibit I
Reinsurance Premiums
GMDB Rider Design Issue Age Current Reinsurance Guaranteed Maximum
--------------------------------------------------------------------------------
Benefit 1 0 -- 70 Flat Max
Annual Step-Up [*] [*]
--------------------------------------------------------------------------------
Benefit 2 0 -- 70 Flat Max
5% Roll Up [*] [*]
--------------------------------------------------------------------------------
Benefit 3 0 -- 70 Flat Max
Max (Annual Step-Up,
5% Roll Up) [*] [*]
--------------------------------------------------------------------------------
*The current premium rate shall be in effect for a minimum of [*] years
from the Effective Date of this Reinsurance Agreement. Thereafter, it may be
increased based on expected experience but not beyond the stated guaranteed
maximum rate shown.
AUTOMATIC REINSURANCE AGREEMENT
between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(a corporation organized under the laws of the state of Nebraska,
having its principal place of business in Lincoln, Nebraska;
hereinafter referred to as the CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(a corporation organized under the laws of the state of Delaware,
having its principal place of business in New York, New York;
hereinafter referred to as the REINSURER)
Effective Date: January 1, 2001
This Agreement will hereinafter be referred to as Agreement No. 2001-36
Contents
Articles Page
I. Scope of Agreement 1
II. Commencement and Termination of Liability 2
III. Oversights and Clerical Errors 3
IV. Net Amount at Risk 4
V. Reinsurance Premiums 5
VI. Reinsurance Administration 6
VII. Settlement of Claims 7
VIII. Treaty Reserve 8
IX. Recapture Privileges 9
X. Inspection of Records 10
XI Insolvency 11-12
XII. Negotiation 13
XIII. Arbitration 14
XIV. Right to Offset Balances Due 15
XV. Contract and Program Changes 16
XVI. Confidentiality 17
XVII. Miscellaneous 18
XVIII. Severability 19
XIX. DAC Tax 20
XX. Duration of Agreement 21
XXI. Execution of Agreement 22
Schedules
A. Plans of Reinsurance
B. Investment Funds
C. Data Layout
Exhibits
I: Reinsurance Premiums
II. Benefit Limitation Rule
III. Confidentiality and Non-Disclosure Agreement
All provisions of this Agreement are subject to the laws of the State of
Delaware.
Article I
Scope of Agreement
A. On and after January 1, 2001 (Effective Date), the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept, a quota share percentage (defined in Schedule A) of
the MNAR (defined in Article IV), generated prior to termination of the
REINSURER's liability (defined in Article II), by the Guaranteed Minimum
Death Benefit (GMDB) provisions within the variable annuity contracts
issued by the CEDING COMPANY as set forth in Schedule A.
B. The REINSURER's maximum aggregate VNAR (defined in Article IV) claim
payment in any one calendar year shall not exceed [*] basis points of the
REINSURER's quota share percentage of the average aggregate account value
over each respective calendar year of coverage. This claim limit applies in
aggregate to both this Agreement and Agreement No. 2001-43 between the
REINSURER and the CEDING COMPANY's affiliate, Acacia National Life
Insurance Company. (Agreement No. 2001-43 reinsures a related product.)
This average shall be calculated by way of a trapezoidal rule as shown in
Exhibit II.
C. The REINSURER's annual aggregate SCNAR (defined in Article IV) claim
payment has no independently calculated annual aggregate claim limit.
D. The REINSURER's maximum MNAR (defined in Article IV) claim payment on any
individual life reinsured hereunder shall be limited to [*] multiplied by
the quota share percentage reinsured by the REINSURER.
E. This Agreement covers only the CEDING COMPANY's contractual liability for
claims paid under variable annuity contract forms specified in Schedule A
and supported by investment funds specified in Schedule B and its
Amendments, that were submitted to the REINSURER prior to their issuance.
Page 1
Article II
Commencement and Termination of Liability
A. On reinsurance ceded under the terms of this Agreement, the liability of
the REINSURER shall commence simultaneously with that of the CEDING
COMPANY. The liability under this Agreement will terminate either in
accordance with the Duration of Agreement provisions of this Agreement as
stated in Article XX, or, for an individual contract, upon the earliest of
the following occurrences defined in the contract(s) reinsured hereunder:
1. the date the owner elects to annuitize;
2. surrender or termination of the contract;
3. the death of the owner or annuitant where such death triggers the
payment of a contractual death benefit, except when spousal
continuance has been elected. On spousal continuance election the
REINSURER's liability will be terminated upon death of the spouse;
4. attainment of the maximum annuitization age or attained age 85, if
earlier.
B. The REINSURER shall be liable to reimburse claims only on those deaths
where the actual date of death is on or after the Effective Date of this
Agreement, in accordance with Article VII.
Page 2
Article III
Oversights and Clerical Errors
A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if this is shown to be unintentional
and the result of a misunderstanding, oversight or clerical error on the
part of either the CEDING COMPANY or the REINSURER, then this Agreement
shall not be deemed abrogated thereby, but both companies shall be
restored to the positions they would have occupied had no such oversight,
misunderstanding or clerical error occurred. Such conditions are to be
reported and corrected promptly after discovery.
B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a contract it should have reinsured under this
Agreement, the CEDING COMPANY will take prompt, reasonable and necessary
steps to ensure that similar oversights do not recur. Then this Agreement
shall not be deemed abrogated thereby, but both companies shall be
restored to the positions they would have occupied had the CEDING COMPANY
ceded such reinsurance at the original date. If the REINSURER receives no
evidence that the CEDING COMPANY has taken action to remedy such a
situation, the REINSURER reserves the right to limit its liability to
reported contracts only.
C. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDINQ COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement.
Page 3
Article IV
Net Amount at Risk
A. The MNAR (mortality net amount at risk) for each variable annuity contract
reinsured hereunder shall be equal to the following:
MNAR = VNAR + SCNAR where:
o VNAR (Variable Net Amount at Risk) = Maximum (a, b) multiplied by
the quota share percentage (defined in Schedule A) where:
a = (Contractual Rider Death Benefit - Maximum (Net Considerations,
Account Value))
b=0
o SCNAR (Surrender Charge Net Amount at Risk) = Surrender Charges
multiplied by the quota share percentage
B. The CEDING COMPANY's risk shall be equal to its retention, as defined
in Schedule A.
C. Spousal Continuances (as described in Schedule A).
The REINSURER will reimburse the CEDING COMPANY for the REINSURER's quota
share percentage of the SCNAR realized upon death consistent with the
manner in which the CEDING COMPANY waives the surrender charges when death
benefit is paid out.
Also covered under this Agreement are surrender charges arising from
additional premium deposits contributed by the spouse to the contract on or
after the spousal continuance date.
In no event will the REINSURER reimburse surrender charges arising from the
same premium deposits more than once.
D. The death benefit and the surrender charges will be as described in the
variable annuity contract forms specified in Schedule A.
Page 4
Article V
Reinsurance Premiums
A. The reinsurance premium rate is a flat asset-based premium rate which is
applied to the average aggregate account value in force over the reporting
period multiplied by the quota share percentage reinsured by the REINSURER.
The reporting period is monthly.
B. The annualized reinsurance premium rate is shown in Exhibit I and is
expressed in terms of basis points. In practice, it shall be applied on a
monthly basis by utilizing one-twelfth (1/12th) of the annualized rate.
C. The total reinsurance premium due and payable in the first month shall at
least equal [*]. Thereafter, the minimum reinsurance premium that is due
and payable shall increase by [*] for each month after the first month
until it reaches [*] six months after the Effective Date of this Agreement.
The total reinsurance premium that is due and payable in any month
thereafter shall at least be [*]. The minimum reinsurance premium applies
in aggregate to the business reinsured with the REINSURER by the CEDING
COMPANY under this Agreement and by the CEDING COMPANY's affiliates, First
Ameritas Life Insurance Corporation of New York and Acacia National Life
Insurance Company, under the Agreements known as No. 2001-38 and No.
2001-43, respectively.
D. For Spousal Continuances, reinsurance premium rates shall apply as
described in this Article V. Should these rates be age-based then the new
reinsurance premium rate for spousal continuances shall be based off the
attained age of the surviving spouse at the time of election of spousal
continuance. After the new business facility expires, as described under
Article XX, the REINSURER reserves the right to declare new rates.
E. The reinsurance premium structure described above shall remain in effect as
long as the death benefit design, contract fees, mortality and expense
charges, administration fees and surrender charges in effect at the
inception of this Agreement remain unchanged.
Page 5
Article VI
Reinsurance Administration
A. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY will furnish the REINSURER with a seriatim electronic report as
detailed in Schedule C, for each contract specified in Schedule A, valued
as of the last day of that month.
B. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER with a separate paper report
summarizing the following:
1. reinsurance premiums due to the REINSURER separate for each premium
class, if any, as shown in Exhibit I;
2. benefit claim reimbursements due to the CEDING COMPANY in total and
broken down by VNAR and SCNAR.
C. If the net balance is due to the REINSURER, the amount due shall be
remitted with the report statement. If the net balance is due to the CEDING
COMPANY, the REINSURER shall remit the amount to the CEDING COMPANY within
ten (10) days of receipt of the report.
D. Furthermore, the REINSURER will use the summary data in Schedule C to
calculate and monitor its maximum annual aggregate VNAR liability
throughout the calendar year. Upon the receipt of the final report for the
calendar year, the REINSURER will "true-up" benefit claim reimbursements,
if necessary, for that calendar year.
E. The payment of reinsurance premiums is a condition precedent to the
liability of the REINSURER under this Agreement. In the event the CEDING
COMPANY does not pay reinsurance premiums in a timely manner as defined
below, the REINSURER may exercise the following rights:
1. The REINSURER reserves the right to charge interest if premiums are
not paid within sixty (60) days of the due date, as defined in
Paragraph B of this Article. The interest rate charged shall be based
on the ninety-(90) day Federal Government Treasury Xxxx as first
published by the Wall Street Journal in the month following the end of
the billing period plus[*]. The method of calculation shall be simple
interest (360-day year).
2. The REINSURER will have the right to terminate this Agreement when
premium payments are more than ninety (90) days past due by giving
ninety (90) days written notice of termination to the CEDING COMPANY.
As of the close of the last day of this ninety-(90) day notice period,
the REINSURER's liability for all risks reinsured associated with the
defaulted premiums under this Agreement will terminate. If all
premiums in default are received within the ninety-(90) day time
period, the Agreement will remain in effect.
F. Payments between the CEDING COMPANY and the REINSURER may be paid net of
any amount due and unpaid under this Agreement.
Page 6
Article VII
Settlement of Claims
A. The claims that are eligible for reimbursement are only those that the
CEDING COMPANY is contractually required to pay on deaths that occur on or
after the Effective Date of this Agreement, subject to the benefit
limitations described in Article I.
B. In the event the CEDING COMPANY provides satisfactory proof of claim
liability to the REINSURER, claim settlements made by the CEDING COMPANY
shall be unconditionally binding on the REINSURER. In every case of claim,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient.
C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured contractual death
benefits paid in that month, based on the net amount at risk definition set
forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY,
as provided in Article VI, for the reinsured benefits.
D. Settlements by the REINSURER shall be in a lump sum regardless of the mode
of payment made by the CEDING COMPANY.
E. With respect to Extra-Contractual Damages, in no event will the REINSURER
participate in punitive or compensatory damages or statutory penalties
which are awarded against the CEDING COMPANY as a result of an act,
omission or course of conduct committed solely by the CEDING COMPANY in
connection with the insurance reinsured under this Agreement.
The parties recognize that circumstances may arise in which equity would
require the REINSURER, to the extent permitted by law, to share
proportionately in certain assessed situations in which the REINSURER was
an active party and directed, consented to, or ratified the act, omission
or course of conduct of the CEDING COMPANY which ultimately resulted in the
assessment of the extracontractual damages. In such situations, the
REINSURER and the CEDING COMPANY shall share such damages so assessed in
equitable proportions.
If the REINSURER declines to be party to the contest, compromise or
litigation of a claim, it will pay its full share of the amount reinsured,
as if there had been no contest, compromise or litigation. In addition, the
REINSURER will pay its proportionate share of covered expenses incurred to
the date it notifies the CEDING COMPANY that it declines to be a party to
the contest, compromise or litigation of a claim.
F. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits.
Page 7
Article VIII
Treaty Reserve
The reserves held by the REINSURER in its statutory financial statement will be
greater than or equal to those required by the state where the statement is
filed.
Page 8
Article IX
Recapture Privileges
The CEDING COMPANY may recapture existing reinsurance in force in accordance
with the following rules:
A. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.
B. No recapture will be made unless reinsurance has been in force for fifteen
(15) years.
C. Recapture will only be available provided the total carryforward, upon
release of treaty reserves, is in a positive position. The total
carryforward is defined as the sum of the carryforwards of this Agreement
and the complementary GMIB Agreement, if any, that reinsures the same
related contracts.
D. The carryforward for each Agreement is defined as the current period's
reinsurance premium, minus all reinsurance claims paid under this Agreement
for the current period, minus [*] annual expense allowance applied against
the average aggregate Account Value for the current period, minus the
change in treaty reserves from the prior period to the current period, plus
the prior period's loss carryforward. The monthly carryforward amount is
accumulated at the ninety- (90) day Federal Government Treasury Xxxx rate
as published in the Wall Street Journal on the first business day of the
current period plus [*].
E. Upon election, recapture shall occur ratably over a thirty-six (36) month
period (i.e., every month the initial quota share percentage reduces 2.78%
times the initial quota share percentage). It is irrevocable once elected.
F. The CEDING COMPANY and the REINSURER agree to exchange carryforward
calculations each year-end to ensure ongoing agreement on the position of
the carryforward.
Page 9
Article X
Inspection of Records
A. The REINSURER, or its duly appointed representatives, shall have the right
at all reasonable times and for any reasonable purpose to inspect at the
office of the CEDING COMPANY all records referring to reinsurance ceded to
the REINSURER.
B. Relating to the business reinsured hereunder, the CEDING COMPANY or its
duly appointed representatives shall have the right at all reasonable times
and for any reasonable purpose, to inspect at the office of the REINSURER
all records referring to reinsurance ceded from the CEDING COMPANY.
Page 10
Article XI
Insolvency
A. A party to this Agreement will be deemed insolvent when it:
1. Applies for or consents to the appointment of a receiver,
rehabilitator, conservator, liquidator or statutory successor
("Authorized Representative") of its properties or assets; or
2. Is adjudicated as bankrupt or insolvent; or
3. Files or consents to the filing of a petition in bankruptcy, seeks
reorganization or an arrangement with creditors or takes advantage of
any bankruptcy, dissolution, liquidation, or similar law or statute;
or
4. Files or consents to the filing of a petition in bankruptcy, seeks
reorganization or an arrangement with creditors or takes advantage of
any bankruptcy, dissolution, liquidation, or similar law or statute.
B. In the event of the insolvency of the CEDING COMPANY, all reinsurance will
be payable on the basis of the liability of the CEDING COMPANY on the
policies reinsured directly to the CEDING COMPANY or its liquidator,
receiver or statutory successor without diminution because of the
insolvency of the CEDING COMPANY.
C. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver
or statutory successor will, within a reasonable time after the claim is
filed in the insolvency proceeding, give written notice to the REINSURER of
all pending claims against the CEDING COMPANY or any policies reinsured.
While a claim is pending, the REINSURER may investigate such claim and
interpose, at its own expense, in the proceedings where the claim is
adjudicated, any defense or defenses which it may deem available to the
CEDING COMPANY or its liquidator, receiver or statutory successor. The
expenses incurred by the REINSURER will be chargeable, subject to court
approval, against the CEDING COMPANY as part of the expense of liquidation
to the extent of a proportionate share of the benefit which may accrue to
the CEDING COMPANY solely as a result of the defense undertaken by the
REINSURER. Where two or more reinsurers are participating in the same claim
and a majority in interest elect to interpose a defense or defenses to any
such claim, the expenses will be apportioned in accordance with the terms
of the Reinsurance Agreement as though such expense had been incurred by
the CEDING COMPANY.
D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in
favor of or against either the REINSURER or CEDING COMPANY with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
will be offset, and only the balance will be allowed or paid. However, in
the event of liquidation, the REINSURER may offset against undisputed
amounts which are due and payable to the CEDING COMPANY, only those
undisputed amounts due the REINSURER which are not more than one hundred
and eighty (180) days past due at the date of the court order of
liquidation.
E. In the event of insolvency of the REINSURER, the liability of the REINSURER
shall not terminate but shall continue with respect to the reinsurance
ceded to the REINSURER by the CEDING COMPANY prior to the date of such
insolvency, and the CEDING COMPANY shall have a security interest in any
and all sums held by or under deposit in the name of the REINSURER. The
provisions of Article XX notwithstanding, the CEDING COMPANY may terminate
this Agreement immediately
Page 11
Article XI -Insolvency
(Continued)
for new business. The CEDING COMPANY shall provide written notification of
its intent, but no waiting period shall be required.
Page 12
Article XII
Negotiation
A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location as early as possible and as often as
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information will
be honored. The designated officers will decide the specific format for
such discussions.
B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting, the parties will agree to submit the dispute to formal
arbitration, in accordance with Article XIII. However, the parties may
agree in writing to extend the negotiation period for an additional thirty
(30) days.
Page 13
Article XIII
Arbitration
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute that arises out of or relates to
this Agreement, the dispute will be decided through arbitration. The
arbitrators will base their decision on the terms and conditions of this
Agreement and, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law. There will be no appeal of their written decision, and
any court having jurisdiction of the subject matter and the parties, may
reduce that decision to judgement.
B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
C. There will be three arbitrators who will be current or former officers of
life insurance companies other than the contracting companies or affiliates
thereof. Each of the contracting companies will appoint one of the
arbitrators and these two arbitrators will select the third. If either
party refuses or neglects to appoint an arbitrator within thirty (30) days,
the other party may appoint the second arbitrator. If the two arbitrators
do not agree on a third arbitrator within thirty (30) days of their
appointment, then the appointment of said arbitrator shall be left to the
President of the American Arbitration Association. Once chosen, the
arbitrators are empowered to decide all substantive and procedural issues
by majority vote.
D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Section A of this Article.
E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than three (3) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warranted by the
facts and issues of the particular case. At least ten (10) days prior to
the arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any objections raised concerning it.
Each party may examine any witnesses who testify at the arbitration
hearing.
F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
Page 14
Article XIV
Right to Offset Balances Due
The CEDING COMPANY and the REINSURER shall have, and may exercise at any time,
the right to offset any balance or balances due one party to the other, its
successors or assignees, against balances due to the other party under this
Agreement or under any other Agreements or Contracts previously or subsequently
entered into between the CEDING COMPANY and the REINSURER. This right of offset
shall not be affected or diminished because of the insolvency of either party to
this Agreement.
Page 15
Article XV
Contract and Program Changes
A. The CEDING COMPANY may amend, substitute, add or delete variable investment
funds to the investment options supporting the annuity contract as
described in the contract general provisions. No such change shall be made
by the CEDING COMPANY without prior notification to the REINSURER and
without the prior approval of the Securities and Exchange Commission (SEC),
if necessary. The CEDING COMPANY agrees to maintain at all times a
satisfactory selection of core investment options with characteristics
similar to those listed in Schedule B.
B. The CEDING COMPANY shall also give the REINSURER advance notice of any
other changes to its annuity product design and/or death benefit design,
its fees and charges, its distribution systems and/or methods, or the
addition of any riders to any contract forms reinsured hereunder.
C. Should any such change as stated above result in a material change in the
underlying risk, the REINSURER shall have the right to modify, for that
product line only, any of the terms of this Agreement in order to restore
the REINSURER to its original position.
D. The CEDING COMPANY agrees to provide the REINSURER with certain
contractholder communications, described below, as though the REINSURER
were a contractholder in the CEDING COMPANY's state of domicile.
1. Contract
2. Informational Mailings
3. Prospectuses
4. Prospectus Supplements
5. Annual Reports
Page 16
Article XVI
Confidentiality
A. This Agreement incorporates, under Exhibit III, the confidentiality
agreement previously agreed to between the parties on November 10, 1999.
All matters with respect to this Agreement require the utmost good faith of
both parties. Both the CEDING COMPANY and the REINSURER shall hold
confidential and not disclose or make competitive use of any shared
proprietary information unless otherwise agreed to in writing, or unless
the information otherwise becomes publicly available, or the disclosure of
which is required for retrocession purposes, or has been mandated by law,
or is duly required by external auditors.
B. The REINSURER will treat all personal policyholder information received
from the CEDING COMPANY as confidential information and will use good faith
efforts to keep such information private and secure, in accordance with the
CEDING COMPANY's commitment to its policyholders and in accordance with
federal and state privacy laws. The CEDING COMPANY recognizes that the
REINSURER may need to share certain information with auditors, regulators
and retrocessionaires in the normal course of conducting business.
Page 17
Article XVII
Miscellaneous
A. This Agreement shall constitute the entire Agreement between the parties
with respect to business reinsured hereunder. There is no understanding
between the parties other than as expressed in this Agreement and any
change or modification of this Agreement shall be null and void unless made
by Amendment to the Agreement and signed by both parties.
B. Any notice or communication given pursuant to this Reinsurance Agreement
must be in writing and either 1) delivered personally, 2) sent by facsimile
or other similar transmission to a number specified in writing by the
recipient, 3) delivered by overnight express, or 4) sent by Registered or
Certified Mail, Postage Prepaid, Return Receipt Requested, as follows:
If to CEDING COMPANY: Ameritas Variable Life Insurance Company
P. O. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxx X. XxXxxxx,
Assistant Vice President & Associate Actuary
If to the REINSURER: AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Assistant Vice President
All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
1) if delivered personally or by overnight express, be deemed given upon
delivery; 2) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and 3) if sent
by Registered or Certified mail, be deemed given when marked Postage
Prepaid by the sender's terminal. Any party from time-to-time may change
its address, but no such notice of change will be deemed to have been given
until it is actually received by the party sought to be charged with the
contents thereof.
C. This Agreement shall be binding to the parties and their respective
successors and permitted assignees. This Agreement may not be assigned by
either party without the written consent of the other.
D. This Agreement is an indemnity reinsurance agreement solely between the
CEDING COMPANY and the REINSURER. The acceptance of reinsurance hereunder
shall not create any right or legal relation whatever between the REINSURER
and the annuitant, owner, beneficiary or any other party under any
contracts of the CEDING COMPANY which may be reinsured hereunder; the
CEDING COMPANY shall be and remain solely liable to such parties under such
contracts reinsured hereunder.
E. All financial transactions under this Agreement shall be made in U. S.
dollars.
Page 18
Article XVIII
Severability
If any provision of this Agreement is determined to be invalid or unenforceable,
such determination will not affect or impair the validity or the enforceability
of the remaining provisions of this Agreement.
Page 19
Article XIX
DAC Tax
Treasury Regulation Section 1.848-2(g)(8) Election
The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992,
under Section 848 of the Internal Revenue Code 1986, as amended. This election
shall be effective for 1993 and all subsequent taxable years for which this
Agreement remains in effect.
A. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.
B. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.
C. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of IRC Section 848(c)(1).
D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.
E. The CEDING COMPANY will submit to the REINSURER by April 1st of each year,
a schedule of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.
F. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY in writing within thirty (30) days of the
REINSURER's receipt of the CEDING COMPANY's calculation. If the REINSURER
does not notify the CEDING COMPANY, the REINSURER will report the net
consideration as determined by the CEDING COMPANY in the REINSURER's tax
return for the previous calendar year.
G. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount within thirty (30) days of the date the REINSURER
submits its alternate calculation. If the REINSURER and CEDING COMPANY
reach agreement on an amount of net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.
Page 20
Article XX
Duration of Agreement
A. This Agreement shall be unlimited as to its duration but may be reduced or
terminated as provided in this Article, below.
B. This Agreement shall be open for new business for a minimum of two (2)
years as measured from the Effective Date of this Agreement subject to a
limit of the sum of [*] of total new considerations to the CEDING COMPANY
under this Agreement and to the CEDING COMPANY's affiliate, Acacia National
Life Insurance Company, under Agreement No. 2001-43, divided by the quota
share percentage as described in Schedule A. Anytime on or after the second
anniversary of this Agreement, and upon one hundred and eighty (180) days
written notice, or anytime on or after attainment of the sum of total new
considerations described in this Paragraph, either the CEDING COMPANY or
the REINSURER may cancel this Agreement for new business unilaterally or
amend the terms of reinsurance for new business by mutual agreement. The
facility may be renewed thereafter, subject to mutually accepted terms.
C. The terms of this Agreement may be altered due to the actual insolvency
(either party is in the liquidation process) of the REINSURER or the CEDING
COMPANY.
Page 21
Article XXI
Execution of Agreement
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of January 1, 2001.
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. XxXxxxx VP Date: 8/21/01
-----------------------------------------------
Attest: /s/ Xxxxx X. Xxxxxxx, VP
-----------------------------------------------
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 19 July 2001
-----------------------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx X. Xxxxxx, AVP
-----------------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Page 22
Schedule A
Plans of Reinsurance
A. Quota Share Percentage: 100%
B. Issue Dates:
New Policies issued on or after January 1, 2001
C. GMDB Reinsured:
Optional Enhanced GMDB Benefit 1 for ages 0 - 70: Maximum Anniversary
Value (Annual Step-Up) to attained age 80; GMDB frozen thereafter.
Note: Withdrawals reduce the death benefit proportionately.
Spousal Continuance
-------------------
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to
the extent that, at time of continuance, the attained age of the
surviving spouse satisfies the issue age restrictions and benefit
limitations under the Related Contracts covered by this Agreement.
D. Related Contracts:
----------------------------------------------------------------------------
Form No. Description Effective Date
----------------------------------------------------------------------------
4888 Medley Unbundled Variable Annuity January 1, 2001
----------------------------------------------------------------------------
GMDB 4902 o Optional Enhanced GMDB Benefit 1 January 1, 2001
----------------------------------------------------------------------------
E. Retention:
The CEDING COMPANY shall be liable for claims associated with the excess of
Net Considerations over Account Value upon death of the policyholder.
Note: Net considerations is defined as total deposits less a
dollar-for-dollar reduction for any withdrawals.
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds Status Changes
--------------------------------------------------------------------------------
XXXXX
American Balanced
American Leveraged AllCap
--------------------------------------------------------------------------------
AMERICAN CENTURY
VP Income & Growth
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS
Growth (Xxxx Xxxxx)
Income & Growth (Xxxx Xxxxx)
XxxXxx Growth (Xxxx Xxxxx)
Small Capitalization (Xxxx Xxxxx)
Micro Cap (Babson)
Money Market (Xxxxxxx)
Emerging Growth (MFS Co.)
Growth with Income (MFS Co.)
Research (MFS Co.)
Select (Oakmark)
Index 000 (Xxxxx Xxxxxx)
--------------------------------------------------------------------------------
XXXXXXX SOCIAL
Social Balanced
Social International Equity
Social Mid Cap Growth
Social Small Cap Growth
--------------------------------------------------------------------------------
FIDELITY -- SERVICE CLASS 2
VIP Asset Manager
VIP Asset Manager: Growth
VIP Contrafund
VIP Equity-Income
VIP Growth
VIP High Income
VIP Investment Grade Bond
VIP Overseas
--------------------------------------------------------------------------------
INVESCO FUNDS
VIF Dynamics
--------------------------------------------------------------------------------
MFS
Global Governments
New Discovery
Utilities
--------------------------------------------------------------------------------
XXXXXX XXXXXXX
Emerging Markets Equity
Global Equity
International Magnum
U.S. Real Estate
--------------------------------------------------------------------------------
SALOMON BROTHERS
Variable Capital
--------------------------------------------------------------------------------
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds Status Changes
--------------------------------------------------------------------------------
SUMMIT PINACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S & P Mid Cap 400 Index
--------------------------------------------------------------------------------
THIRD AVENUE
Third Avenue Value
--------------------------------------------------------------------------------
Schedule C
Required Data and Suggested Data Layout
Field Description Comments
Annuitant's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Annuitant's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Owner's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Owner's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Policy Number
Policy Issue Date YYYYMMDD
Policy Issue Status NI = True New Issue, SC = Spousal
Continuance, EX = 1035 Exchange
Tax Status Qualified(Q),or Non-qualified (N)
Schedule C
Required Data and Suggested Data Layout
(continued)
Field Description Comments
GMDB/EEB SECTION (if applicable)
---------------------------------
Mortality Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death Claim Trigger A = Annuitant, O = Owner, 1 = 1st to die, 2 = 2nd to die
(e.g., A2 = payable upon death of sencond of joint annuitants)
Curent Ratchet Value If Applicable
Current Reset Value If Applicable
Current Rollup Value If Applicable
Current Return of Premium Value If Applicable
Minimum Guaranteed Death Benefit
Contract Death Benefit Greater of Account Value and Minimum Guaranteed Death Benefit
Mortality Risk VNAR Max [Contractual Death Benefit - Max (Net Considerations,
Account Value), 0]
SCNAR Surrender Charge, if applicable
EEMNAR T%(AV less Net Purchase Payments Gain), if applicable
Gain Cap If Applicable
GMIB SECTION (if applicable)
GMIB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Income Benefit Elected 01 = option 1, 02 = option 2, etc.
Expiration of Waiting Period YYYYMMDD
GMIB Annuitization Date YYYYMMDD - actual date
Most Recent GMIB Step-up / Reset Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
IBB Amount
GMIB IBNAR Amount Calculated using an individual life annuity form with 10 years certain
Treasury Rate Used in IBNAR calculation
GMAB SECTION (if applicable)
GMAB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Accumulation Benefit Elected 01 = option 1, 02 = option 2, etc.
Maturity Date YYYYMMDD
Most Recent GMAB Step-up / Rollover Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
GMAB Guaranteed Value Current Value
GMAB NAR Max [(GMAB Guaranteed Value - Account Value),0]
Account Value Current total value
Surrender Charge If reinsured
Cumulative Deposits Total premiums
Cumulative Withdrawals Total withdrawals
Net Purchase Payments Total premiums less total withdrawals (proportional adjustment)
Deposits made in quarter of death dollar value
Quota Share reinsured percentage
Schedule C
Required Data and Suggested Data Layout
(continued)
Field Description Comments
Funding Vehicle Values:
"MorningStar" designations (US)
Aggressive Growth
Balanced
Corporate Bond
Government Bond
Growth
Growth and Income
High Yield Bond
International Bond
International Stock
Money Market
Specialty Fund
Fixed Account
Dollar Cost Averaging
Note: total of funding vehicles should equal account value.
Termination Information:
------------------------
Termination Date YYYYMMDD, If applicable
Reason for Termination Death (D), Annuitization (A), 1035 Exchange
(X), GMIB Election (I), Other (O).
Cause of Death If applicable. Use your Cause of Death
code, and provide translation
Summary Information:
-------------------- For reconciliation purposes (may be paper
summary)
Total number of records Monthly aggregate information by GMIB
Design, GMAB Design, and Pricing Cohort
(if applicable)
Total of each dollar field Monthly aggregate information by GMIB
Design, GMAB Design, and Pricing Cohort
(if applicable)
Note: All values to nearest dollar
Exhibit I
Reinsurance Premiums
--------------------------------------------------------------------------------
GMDB Rider Design Issue Ages Current Reinsurance Guaranteed Maximum
Premiums*
--------------------------------------------------------------------------------
Annual Step-Up 0 -- 70 Flat Max
[*] [*]
--------------------------------------------------------------------------------
*The current premium rate shall be in effect for a minimum of [*] years from the
Effective Date of this Reinsurance Agreement. Thereafter, it may be increased
based on expected experience but not beyond the stated guaranteed maximum rate
shown.
Exhibit II
Benefit Limitation Rule
Trapezoidal Rule
Average Aggregate Account Value inforce in calendar year Z equals:
AV(Jan,B)
---------- +
24
AV(Feb,B) + AV(Mar,B) + AV(Apr,B) + AV(May,B)
--------------------------------------------- +
12
AV(Jun,B)+ AV(Ju1,B)+ AV(Aug,B)+ AV(Sep,B)
--------------------------------------------- +
00
XX(Xxx,X)x XX(Xxx,X)x XX(Xxx,X)
------------------------------- +
00
XX (Xxx.X)
----------
24
where AV(Month,B) is equal to the beginning of month aggregate account value of
the Related Contracts listed in Schedule A and AV(Month,E) is equal to the end
of month aggregate account value of the Related Contracts listed in Schedule A.
For partial calendar years AV(Month,B) for months prior to the Effective Date of
this Reinsurance Agreement or for months subsequent to the termination of all
business hereunder, should be set equal to zero.
Note: The Account Value represents the sum of such values under this Agreement
and Agreement No. 2001-43 between the REINSURER and the CEDING COMPANY's
affiliate, Acacia National Life Insurance Company.
Exhibit III
Confidentiality and Non-Disclosure Agreement
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement') is made as of 10
November, 1999 by and between AXA Re Life Insurance Company ("AXA Re"), a life
insurance company organized and existing under the laws of the State of
Delaware, and Ameritas Life Insurance Corporation ("Company"), a corporation
organized and existing under the laws of the State of Nebraska.
WHEREAS, the parties hereto intend to disclose, both orally and in writing,
certain confidential and proprietary information ("Confidential Information") to
each other, and to the designated Affiliates and representatives of each other
(including any consultants, third party contractors, actuaries, economists, or
their employers), in furtherance of evaluating the possibility of entering into
a reinsurance program between AXA Re and the Company covering various guaranteed
benefits within new and/or inforce variable annuity and/or variable life
contracts that incorporate Company Confidential Information; and
WHEREAS, the parties wish to protect certain Confidential Information which may
be disclosed between them, particularly regarding AXA Re's program for
reinsuring variable annuity contracts.
NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto acknowledge and agree that the Confidential Information disclosed
hereunder is confidential, proprietary and trade secret to the disclosing party
and is disclosed to the receiving party on a confidential basis under this
Agreement, to be used only as expressly permitted by the terms and conditions of
this Agreement. Title to the Confidential Information will remain at all times
in the disclosing party and no transfer of any interest is either expressly
granted or implied.
CONFIDENTIAL INFORMATION
As used in this Agreement, the term "Confidential Information" includes but is
not limited to the following items, whether existing now or created in the
future: (a) all knowledge or information concerning the business, operations and
assets of the parties hereto and their respective Subsidiaries and Affiliates
which is not readily available to the public, such as: internal operating
procedures; investment strategies; sales data and customer lists; financial
plans, projections and reports; and insurance and investment company programs,
plans and products; (b) all property owned, licensed and/or developed by or for
the parties, their Subsidiaries or Affiliates or their respective clients and
not readily available to the public, such as computer systems, programs,
software and devices, plus information about the design, methodology and
documentation therefore (c) information, materials, products or any other
tangible or intangible assets in the possession or the control of the parties or
their Subsidiaries or Affiliates which is proprietary to, or confidential to or
about, any other person or entity; (d) proprietary or confidential information
obtained from persons or entities conducting business with the parties
Page 1 of 5
or their Subsidiaries or Affiliates in any capacity; and (e) records and
repositories of all of the foregoing, in whatever form maintained. This shall
not limit the generality of the foregoing: (a) Confidential Information of AXA
Re shall include, without limitation, all information with respect to AXA Re's
program for reinsuring variable annuities and/or variable life insurance, any
actuarial, pricing and financial information provided by AXA Re or its
Affiliated companies to the Company, and all information conveyed orally or by
any other means by AXA Re or its Affiliated companies to the Company, with
respect to reinsurance of variable annuities and/or variable life insurance; and
(b) Confidential Information of the Company shall include, without limitation,
all information with respect to its variable annuity and/or variable life
contract, any actuarial, pricing and financial information provided by the
Company or its Affiliated companies to AXA Re, the Company annuity pricing
model, and all information conveyed orally or by any other means by the Company
or its Affiliated companies to AXA Re, with respect to Company variable annuity
and/or variable life insurance programs.
Failure to xxxx any material or information "Confidential" shall not affect the
confidential nature thereof.
The restrictions against disclosing and disseminating the Confidential
Information shall not apply to:
i. general skills and experience gained by employees of either party,
their Subsidiaries or their Affiliates; or
ii. information known by the receiving party prior to disclosure under
this Agreement; or
iii. information disclosed to the receiving party by a third party who was
not under an obligation of confidentiality to the disclosing party; or
iv. information which is publicly available or generally known within the
insurance or data processing industries; or
v. information which is independently developed by the receiving party
prior to, concurrent with or subsequent to the disclosing party's
disclosure without any wrongful act or breach of this Agreement by the
receiving party; or
vi. information which becomes available to one party, its Subsidiaries,
its Affiliates or its representatives on a non-confidential basis from
sources other than the other party or its Subsidiaries, Affiliates or
representatives, provided that the recipient of such information does
not know or have reason to know that such sources are prohibited by
contractual, legal or fiduciary obligation from transmitting the
information.
The foregoing notwithstanding, nothing in this Agreement shall be construed to
prohibit the disclosure of Confidential Information in accordance with the terms
of a court order. In the event one of the parties, or their representatives
becomes legally compelled to disclose the Confidential Information of the other,
the party being compelled shall refrain from providing such Confidential
Information for seven days (or such shorter period as permitted by court order),
and shall provide prompt and reasonable notice to the other party, so that the
other party may seek a protective order, an appeal, or other appropriate remedy.
If any party having been advised in writing of the requirement to disclose
Confidential Information, fails within five days of receiving such notice to
obtain a restraining order preventing such disclosure,
Page 2 of 5
they will be assumed to have waived their rights to prevent such disclosure
under this Agreement. The disclosing party may rely on opinion of counsel as to
whether information is or is not subject to disclosure under the court order.
BREACH
The parties hereto recognize that the unauthorized disclosure, duplication,
reproduction or use of the Confidential Information would cause irreparable harm
to the disclosing party and that monetary damages will be inadequate to
compensate the disclosing party for such breach. For that reason, the parties
hereto shall be entitled to seek, in any court of competent jurisdiction,
injunctive relief including a preliminary injunction and an order of seizure and
impoundment under Section 503 of the Copyright Act and the receiving party will
not object to the entry of an injunction or other equitable relief against it on
the basis of an adequate remedy at law or other reason. Such relief shall be
cumulative and in addition to whatever other remedies the disclosing party may
have.
MISCELLANEOUS
(a) No waiver of any provision of this Agreement shall be effective unless
contained in a writing executed by the party against whom enforcement
thereof is sought. A waiver of any specific term hereof shall not be deemed
to constitute a waiver of any other term hereof, nor shall a waiver on any
one or more occasions be deemed to imply or constitute a waiver of the same
of any other term on any other occasion.
(b) If any part of this Agreement shall be held to be void or unenforceable,
such part shall be treated as severable, leaving valid the remainder of the
Agreement.
(c) Anything in this Agreement to the contrary notwithstanding, nothing herein
shall be construed as a commitment by either party to enter into a
Reinsurance Agreement or to engage in anything beyond having initial
discussions and exchanging information which may lead to a formal request
for a reinsurance proposal and subsequent preparation thereof.
(d) Each of the parties shall cause its respective Subsidiaries and Affiliates
to abide by the terms of this Agreement, and in the event of a violation of
this Agreement by their respective Subsidiaries or Affiliates, shall be
liable hereunder to the same extent as if, themselves, had committed such
violation.
(e) For purposes of this Agreement:
(i) "Affiliate" shall mean a person that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under
common control with another person or beneficially owns or has the
power to vote or direct the vote of twenty-five percent (25%) or more
of any class of voting stock (or of any form of voting equity interest
in the case of a person that is not a corporation) of such other
person. For purposes of this definition, "control", including the
terms "controlling" and "controlled", means the power to direct or
cause the direction of the management and policies of a person,
directly or indirectly, whether
Page 3 of 5
through the ownership of securities or partnership or other ownership
interests, by contract or otherwise.
(ii) "Subsidiary" of a person means any person with respect to whom such
specified person, directly or indirectly, beneficially owns fifty
percent (50%) or more of the equity interests in, or holds the voting
control of fifty percent (50%) to more of the equity interests in,
such person.
(f) Upon the written request of AXA Re at any time, the Company will return to
AXA Re all AXA Re Confidential Information, provided that if AXA Re enters
into a reinsurance agreement with the Company, that the Company shall be
entitled to retain AXA Re Confidential Information required by the Company
in order to fulfill its obligations under the reinsurance agreement (but
that any such Confidential Information shall not be used for any other
purpose).
(g) Upon the written request of the Company at any time, AXA Re will return to
the Company all Company Confidential Information, provided that if AXA Re
enters into a reinsurance agreement with the Company, that AXA Re shall be
entitled to retain Company Confidential Information required by AXA Re in
order to fulfill its obligations under the reinsurance agreement (but that
any such Confidential Information shall not be used for any other purpose).
(h) Nothing in this agreement shall prevent the Company and AXA Re from
developing reinsurance products, or limit their respective rights to
develop reinsurance products, provided the Company does not use AXA Re
Confidential Information and AXA Re does not use Company Confidential
Information in connection with the development of such products.
COMMENCEMENT AND TERMINATION OF AGREEMENT
This Agreement is effective upon the date first written above. The obligations
of each party set out in the preceding paragraphs above shall survive the
termination of the Agreement.
Notwithstanding anything in this Agreement to the contrary, each party agrees
that any agreement executed between them as a result of these discussions shall
incorporate the confidentiality provisions contained herein, and this Agreement
shall be deemed to continue in full force and effect during all terms of such
subsequent agreement.
GENERAL PROVISIONS
This Agreement shall be governed by and construed, and the legal relations
between the parties shall be determined, in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws.
This Agreement supersedes all prior understandings and negotiations, oral and
written, and constitutes the entire understanding between the parties on this
subject. This Agreement and any of the rights or obligations hereunder are not
assignable by either party without the other party's prior written permission.
No waiver, modification, or amendment to the Agreement shall be
Page 4 of 5
binding upon the parties unless it is in writing signed by an Authorized
Representative of the party against whom enforcement is sought
IN WITNESS THEREOF, the parties by their duly Authorized Representatives have
caused this Agreement to be executed as of the date first written above.
AXA RE LIFE INSURANCE COMPANY AMERITAS LIFE INSURANCE CORPORATION
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxx Xxxxx
------------------------- -------------------------------
Xxx Xxxxxxx Xxxxxx Xxxxx
Title: Vice President Title: AVP and Associate Actuary
Date: 10 November, 1999 Date: 23 November, 1999
Page 5 of 5
