AUTOMATIC INDEMNITY REINSURANCE AGREEMENT
Between
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INC.
of Delaware
hereinafter referred to as the "COMPANY" and
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
of New York
hereinafter referred to as the "REINSURER"
giacagre.93a page #1
A. GENERAL PROVISIONS
1. The COMPANY agrees to cede, and the REINSURER agrees to assume, the
business defined in EXHIBIT A.
2. This AGREEMENT is effective JANUARY 1, 1993, and shall remain in force as
long as any of the annuity contracts specified above remain in force,
unless recaptured by the Company. Either party may cancel for new business
upon 30 days advanced written notice.
3. On each contract ceded to the REINSURER, the liability of the REINSURER
shall commence simultaneously with that of the COMPANY, and the COMPANY
shall have the right to maintain the reinsurance in force as long as the
COMPANY remains liable under any contract reinsured.
4. The reinsurance hereunder shall be on the modified coinsurance (or calendar
year renewable term) basis. The terms "Reserves" and "Mod Co Reserves" are
defined in Exhibit F. The mod co reserves shall be maintained by the
Company.
5. The reinsurance shall be subject to the same terms and conditions as the
contracts issued by the COMPANY.
6. If the COMPANY'S liability under any of the contracts reinsured under this
Agreement is changed because of a misstatement of age or sex, the REINSURER
will share in the change proportionately to the amount reinsured hereunder.
7. If a contract that had been reduced, terminated, or lapsed is reinstated by
the COMPANY, the appropriate amount of reinsurance for such contract
hereunder will be reinstated automatically. The COMPANY will pay the
REINSURER the proportionate share of all amounts received by the COMPANY in
connection with such reinstatement.
8. The COMPANY must provide written notification to the REINSURER of any
change in the terms or conditions of any contract reinsured hereunder or in
the calculation of the Reserves within fifteen (15) days after the change
is initiated. If the REINSURER accepts any such change, the COMPANY and the
REINSURER shall share proportionately in any increase or decrease in the
COMPANY's liability which results from such change. If the change is
voluntary on the part of the COMPANY and if the REINSURER does not accept
such change, or does not respond to the COMPANY, the REINSURER's liability
under this Agreement shall be determined as if no such change occurred. If
the change is not voluntary on the part of the COMPANY, the REINSURER shall
participate in such change.
9. It is expressly understood by the parties that the policies reinsured
hereunder are nonparticipating. The expense allowances include provision
for premium taxes, which
giacagre.93a page #2
shall not be separately reimbursed by the REINSURER.
10. Reinsurance transactions shall be accounted for in accordance with the
procedure set forth in Exhibit G.
11. Recapture shall be available under the terms set forth in Exhibit E.
12. Should the COMPANY fail to cede reinsurance that should have been ceded in
accordance with the provisions of this Agreement, or fail to comply with
any of the other 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 COMPANY or the REINSURER, then this
Agreement shall not be deemed abrogated thereby, but both companies shall
be restored to the position they would have occupied had no such oversight,
misunderstanding, or clerical error occurred.
13. At any reasonable time, each party or its designated representative may
inspect, during normal business hours, at the offices where such records
are located, the papers and any and all other books or documents of the
other relating to reinsurance under this Agreement. The information
obtained shall be used only for reinsurance purposes and shall be kept
confidential except to the extent disclosure is required by law. The
REINSURER'S rights under this paragraph shall survive termination of this
Agreement.
14. This Agreement shall constitute the entire agreement between the parties
with respect to the business reinsured hereunder. There are no
understandings 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.
15. This is an Agreement solely between the COMPANY and the REINSURER. The
acceptance of reinsurance hereunder shall not create any right or legal
relation whatever between the REINSURER and the insured or the beneficiary
under any policies of the COMPANY which may be reinsured hereunder.
16. The REINSURER does not indemnify and shall not be liable for any of the
COMPANY'S extracontractual damages, including but not limited to actual
punitive, exemplary or compensatory damages; excluded damages include but
are not limited to damages or liability of any kind whatsoever resulting
from, but not limited to: negligent, reckless or intentional wrongs, fraud,
oppression, bad faith, or strict liability, arising from claims related to
breach of contract or any form of tortious conduct. If the COMPANY is
ordered by a court to make refunds to policyholders on any contract, the
contract shall be considered a recaptured contract, and subject to the
provisions of Exhibit E.
17. Should the payment due either the REINSURER or the COMPANY be delayed
beyond
giacagre.93a page #3
30 days delayed payment shall accrue interest as specified in the
computation of the Experience Account Asset.
B. PREMIUMS and BENEFITS
1. Insuring Clause. The obligation of either party to the other is to pay the
"Net Amount Due," which is the algebraic excess of the "Reinsurance
Premium" over the "Reinsurance Benefits" as defined herein. The COMPANY
shall pay the REINSURER the "Net Amount Due" if such is positive, and the
REINSURER shall pay the ceding company the "Net Amount Due" if such is
negative.
2. The "Reinsurance Premium" is the net of (a)-(b)-(c)-(d)-(e):
(a) Policy Premiums are the reinsured portions of the premiums paid by the
policyholders, unreduced for any premium taxes.
(b) Allowances are as defined in Exhibit C.
(c) The Mod Co Reserve Adjustment for each accounting period equals V1 - VO - I
where
VO = Reserve at the beginning of the Accounting Period,
V1 = Reserve at the end of the Accounting Period,
I = Interest added to the reserve for all variable annuity contracts, plus
all mortality and expense charges, during the Accounting Period. For any
fixed annuities I shall be computed as the fixed annuity reserve at the
beginning of the period times the rate as specified in EXHIBIT B.
For the first accounting period, VO shall be zero. The "Reserves" shall
equal the full account value, unreduced for any surrender charges.
(d) Surrender Payments shall equal the reinsured portions of the surrender
value paid to policyholders.
(e) Experience Refunds are defined in Exhibit D.
3. The "Reinsurance Benefits" shall equal the reinsured portion of the annuity
income benefits (including commuted value benefits), and death benefits on
the reinsured portions of the contracts, corresponding to the benefits paid
by the Company.
In the event that annuitization is made at rates more favorable to the
annuitant than those guaranteed in the contract reinsured, such
annuitization may be considered by the
giacagre.93a page #4
REINSURER to be a surrender, in which case the REINSURER shall pay the full
withdrawal value without reduction for any surrender charge.
4. The "Accounting Period" shall be the calendar quarter, with the first
accounting period running from the effective date to the end of the
calendar quarter, and the last accounting period running from the beginning
of a calendar quarter to the termination date.
5. It is expressly understood that the "Reinsurance Premium" is an indivisible
amount and not to be divided into component parts.
C. INSOLVENCY
1. In the event of the insolvency of the COMPANY, all reinsurance made, ceded,
renewed or otherwise becoming effective under this Agreement shall be
payable by the REINSURER directly to the COMPANY or to its liquidator,
receiver, or statutory successor on the basis of the liability of the
COMPANY under the contract or contracts reinsured without diminution
because of the insolvency of the COMPANY. It is understood, however, that
in the event of the insolvency of the COMPANY the liquidator or receiver or
statutory successor of the insolvent COMPANY shall give written notice of
the pendency of a claim against the insolvent COMPANY on the policy
reinsured within a reasonable time after such claim is filed in the
insolvency proceeding and that during the pendency of such claim the
REINSURER may investigate such claim and interpose, at its own expense, in
the proceeding where such claim is to be adjudicated any defense or
defenses which it may deem available to the COMPANY or its liquidator or
receiver or statutory successor.
It is further understood that the expense thus incurred by the REINSURER
shall be chargeable, subject to court approval, against the insolvent
COMPANY as part of the expense of liquidation to the extent of a
proportionate share of the benefit which may accrue to the COMPANY solely
as a result of the defense undertaken by the REINSURER. Where two or more
assuming insurers are involved in the same claim and a majority in interest
elect to interpose defense to such claim, the expense shall be apportioned
in accordance with the terms of the Reinsurance Agreement as though such
expense had been incurred by the COMPANY.
2. "Insolvent" means the insurer is subject to a rehabilitation or liquidation
proceeding in any state in which it is licensed.
3. If the COMPANY shall become insolvent and this contract is assigned by a
rehabilitator or liquidator of the insolvent company, and if the assignee
shall become insolvent, then this agreement may, at the REINSURER'S option
be considered ipso facto terminated without any further payment due the
COMPANY.
giacagre.93a page #5
D. ARBITRATION and CHOICE of LAW
1. In the event of any dispute relating to or arising under this Agreement,
the dispute shall be referred to three arbitrators who must be current or
former officers of insurance or reinsurance companies (either life/health
or property and casualty) other than the two parties to this Agreement or
their affiliates. Each of the contracting companies to appoint one of the
arbitrators and such two arbitrators to select the third. Should the two
arbitrators not be able to agree on the choice of the third, then the
appointment shall be left to the American Arbitration Association.
The arbitrators so chosen shall consider this Reinsurance Agreement not
merely as a legal document but also as a gentlemen's agreement. The
arbitrators shall consider the customary and standard practices of the
reinsurance business. They shall not be bound by any rules of law. They
shall decide by a majority of votes and from their written decision there
shall be no appeal. The cost of arbitration, including the fees of the
arbitrators, shall be borne equally by the REINSURER and the COMPANY. This
article shall survive the termination of this Agreement.
2. In all arbitrations and legal disputes (whether decided by arbitration or
otherwise) the choice of law shall be New York.
3. The arbitration or legal proceeding shall be held in New York.
E. OFFSET, RECOUPMENT, EXECUTORY CONTRACT
1. All amounts due either party shall be netted, dollar for dollar, regardless
of the solvency of either party.
2. If one party gives notice to the other that it does not intend to pay the
Net Amount Due as defined in this agreement, or if after 45 days written
notice refuses to pay the Net Amount Due, then the other party is entitled
to breach damages and may cancel for non payment, and if it chooses, not to
pay any further amounts.
3. Nothing in this agreement shall be construed to eliminate the defense of
equitable recoupment.
4. It is expressly understood that as long as payments are due both parties
that this contract is an Executory Contract. Upon the insolvency of either
party, the rehabilitator or liquidator of the insolvent party may affirm or
disavow the contract within 90 days of the date the insolvency petition is
filed with the appropriate court (hereinafter the "petition date"), unless
the court having jurisdiction expressly extends such time limit. If
affirmed it is expressly understood, by the parties, that the payments
under this contract shall be entitled to the administrative expense
priority, and if disavowed it is expressly understood
giacagre.93a page #6
that the other party shall be entitled to breach damages and be freed from
future performance. It is expressly understood that payments within a gap
period, between the "petition date" and the date the contract is expressly
affirmed or disavowed shall be entitled to an administrative expense
priority.
F. TAX ELECTIONS
The Company and the Reinsurer agree to make the election to ignore the
General Deductions Limitation in Computing the net consideration between
the parties.
The Company agrees to reimburse the Reinsurer for the Internal Revenue
Code, Section 848 Capitalized Policy Acquisition Expenses if the Section
848 premium is positive (i.e. paid to the Reinsurer) and the Reinsurer
agrees to reimburse the Company if the Section 848 premium is negative. The
reimbursement will equal 10% of the capitalized amount. The 10% is based on
34% corporate rate, 1.75% capitalization rate, 10 year amortization with a
half-year convention and will be adjusted if such factors change.
The Company and the Reinsurer hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulation issued December 1992,
under Section 848 of the Internal Revenue Code of 1986, as amended. This
election shall be effective for 1992 and for all subsequent taxable years
for which this Agreement remains in effect.
The term "party" will refer to either the Company or the Reinsurer as
appropriate.
The terms used in this Article are defined by reference to Regulation
1.848-2 in effect December 1992.
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 deductions
limitation of Section 848(c)(1).
Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency or as
otherwise required by the Internal Revenue Service.
The Reinsurer will submit a schedule to the Company by June 1, of each year
of its calculation of the net consideration for the preceding calendar
year. This schedule of calculations will be accompanied by a statement
stating that the Reinsurer will report such net consideration in its tax
return for the preceding calendar year.
The Company may contest such calculation by providing an alternative
calculation to the Reinsurer by July 15th of the year following the end of
the taxable year. If the Company does not notify the Reinsurer by July
15th, the net considerations reported in the
giacagre.93a page #7
respective tax returns will be the value as submitted to by the Reinsurer
in the previous paragraph.
If the Company contests the Reinsurer's calculation of the net
consideration, the parties will act in good faith to reach an agreement on
the correct amount within thirty (30) days of the date the Company submits
its alternative calculation. If the Company and the Reinsurer reach
agreement on an amount of the net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.
giacagre.93a page #8
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
by their duly authorized representatives.
In New York, New York, this 30 day of Sept, 1993.
ATTEST THE GUARDIAN INSURANCE AND ANNUITY
COMPANY, INC.
/s/ Xxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxx
--------------------------- -------------------------------
Xxxxx X. Xxxx Xxxxxxx X. Xxxxxx
--------------------------- -------------------------------
Print name Print name and title
And in New York, New York, this 30 day of Sept, 1993.
ATTEST: THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxx
--------------------------- -------------------------------
Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx
--------------------------- -------------------------------
Print name Print name and title
giacagre.93a page #9
EXHIBIT A - BUSINESS REINSURED
The business reinsured hereunder shall be a FIFTY PERCENT quota share of the
risk on the variable annuity contracts issued by the COMPANY comprising Guardian
Investor variable annuity contracts issued after January 1, 1993. The reinsured
business will include the reserves on the "fixed" option.
EXHIBIT B - MOD CO INTEREST and INTEREST RATES.
1. The Interest added to the variable contract reserves is the aggregate
interest, derived from all of the Net Investment Factors applicable to such
class of contracts during such settlement period.
2. The mortality and expense charge shall be equal to the mortality and
expense charges issued by the company. For 1993 issues the charge will be
estimated as 28.75 basis points per quarter times the "accumulation value"
at the beginning of the quarter.
3. On fixed account annuities the mod co interest shall equal the "Exhibit 2
plus 4 rate" times the sum of the mod co reserve at the beginning of the
quarter plus one half the algebraic excess of the reinsurance premium over
reinsurance benefits during the quarter.
4. The "Exhibit 2 + 4 rate" equals I/{.5 * (A + B - I)}
Where
I = Net investment income plus realized capital gains less losses
B = Current year invested assets
A = Prior year invested assets
Note: 1992 Annual statement references.
I is computed as follows:
Gross Investment Income (Exhibit 2, line 10, column 7)
Less Investment Expenses (Exhibit 2, line 15, column 7)
Less Gain on Seed Investment Redeemed (Exhibit 4, line 9.201)
Less Dividends on Common Stocks of Affiliates (Exhibit 2, line 2.21,
column 7)
Less Interest on Policy loans on life insurance policies (Exhibit 2,
line 5, column 7, in part)
Plus Net realized capital gains (Page 4, line 4a, column 1 plus Page
4, line 32, column 1)
giacagre.93a page #10
B =
Cash and invested assets (Page 2, line 10a, column 1)
Plus investment income due and accrued (Page 2, line 16, column 1)
Less policy loans (Page 2, line 5, column 1)
Less policy loans due and accrued on life products (Exhibit 2, line 5,
columns 3 & 4, in part)
Plus amount due from broker (Page 2, line 2103, column 1)
Less borrowed money (Page 3, line 22, column 1)
Less amounts due brokers (Page 3, line 2501, column 1)
A is computed like B, but for the previous year.
The rate for the current calendar year will be based on the most recently filed
annual statement, and will be trued up (without interest) when the current year
statement is filed.
EXHIBIT C - ALLOWANCES and EXPERIENCE ACCOUNT
1. The REINSURER shall pay the COMPANY the following allowances:
Single premiums 5.25%
Initial flexible premiums 5.25%
Additional flexible premiums 5.25%
In addition, the Reinsurer shall pay the COMPANY a renewal allowance of
$5.00 per quarter per policy, and aggregating all policies issued to the
same insured in the same year.
2. The experience account asset (EA) at the inception of this treaty, before
any amounts have been paid by either party shall be zero. Thereafter the EA
at the end of any period shall be equal to the quantity (EA'), defined
below, less any experience refund. The quantity (EM) equals:
(a)+(b)-(c)-(d)+(e), where
(a) EA at the beginning of the period
(b) Cash Flow during the period, where the Cash flow is the algebraic
excess of Reinsurance Premiums over Reinsurance Benefits
(c) DAC charge (positive if 848 premiums are paid to the REINSURER)
(d) Interest on the EA, at the Exhibit 2 plus 4 rate, (except that
negative interest rates will be ignored for purposes of computing
the EA).
(Assuming the Reinsurance Premium less Reinsurance Benefits is negative,
the EA will be negative, and the interest on the EA will be negative.)
The DAC charge shall be equal to 10% of the capitalized amount as defined
in Section
giacagre.93a page #11
848 of the Internal Revenue Code. The 10% shall be based on 10-year
amortization with the half year convention, with 1.75% capitalization rate,
and with a 35% corporate income tax rate, and shall be changed is such
factors change.
The interest on the EA shall be the "Exhibit 2 plus 4 rate" as defined in
Exhibit B
EXHIBIT D - EXPERIENCE REFUNDS
1. The experience refund is calculated on an yearly basis, but estimates may
be paid at the REINSURER'S discretion on a quarterly basis. The experience
is one-half of the quantity (EA'), defined in Exhibit C, if (EA') is
positive as of the end of each settlement period. The experience refund
equals zero if (EA') is negative.
2. On recapture a "terminal experience refund" will be paid, equal to 100% of
the EA (before allowance for experience refund) if such is positive.
EXHIBIT E - RECAPTURE
1. Two (2) years after the effective date The COMPANY may recapture the
reinsurance ceded hereunder as of the end of any settlement period upon
thirty days notice provided the "terminal experience refund" calculation
produces a non-negative value of ER defined in Exhibit C subject to the
conditions specified in this Exhibit D.
2. In the final modified coinsurance reserve adjustment, the ending reserve
"V1" is zero.
3. The REINSURER shall pay the COMPANY the full withdrawal values without
surrender charges on the contracts being recaptured. The amount thereof
shall be included with contract benefits in the final experience refund
calculation.
EXHIBIT F - DEFINITIONS
1. The term "Mod Co Reserve" shall mean the policy accumulation value,
unreduced by any surrender charge.
2. The term "Reserve" shall mean the statutory reserves computed using the
methodology the COMPANY used on its 12/31/92 annual statement for similar
policies. It is expressly understood by the parties that "Reserves" are
policy accumulation values, unreduced by any surrender charges.
giacagre.93a page #12
Exhibit G - REINSURANCE REPORTS
The COMPANY shall supply the REINSURER with quarterly reports as described
below:
A. Quarterly Report
1. "Reinsurance Premium"
a. Policy Premium
b. Expense Allowance
c. Mod Co Reserve Adjustment
(A) Reserves at beg. of period
(B) Reserves at end of period
(C) Interest added to reserves
(D) Mod Co interest = (C) + .002875(A)
NET = (B)-(A)-(D)
d. Surrender Payments
e. Experience Refunds
2. "Reinsurance Benefits"
a. Death Benefits
b. Annuitization Benefits
3. "Net Amount Due" (Due Reinsurer if positive) = (1)-(2)
4. Experience Account
a. Experience Account beginning of period
b. Interest on experience account as defined in
c. Cash Flow (Reinsurance Premium less Reinsurance Benefits)
d. Risk Charges
e. DAC charges
e. Experience Account end of period
5. Due and Unpaid Amounts
a. Policy Premiums
b. Surrender Payments
c. Annuity Benefits
giacagre.93a page #13
6. General Information - Inforce
a. Policies Inforce beginning of period
b. Termination by death
c. Termination by lapse
d. Policies Inforce end of period
7. General Information - Reserve
a. Reserve beginning of period
b. Reserve end of period
c. Reserve released on termination
d. Net investment addition to beginning reserve
B. Annual Report
1. Analysis of Increase in Reserve for the policies ceded (Page 7 of the
1992 Annual Statement).
2. Exhibit of Numbers for the policies ceded (Page 25 of the 1992 Annual
Statement)
C. Annual Tax Data.
1. Section 848 Premiums, including a split of the section 848 premiums
into "pension" and "non pension" portions.
2. Tax reserves on any coinsured business.
giacagre.93a page #14
EXHIBIT H - Reinsurance Questionnaire For Federal Income Tax
Determinations
The purpose of this questionnaire is to secure sufficient information to allow
Guardian Life Insurance Company of America to account properly under the federal
income tax rules for the reinsurance agreement we have with you.
Answer the following questions:
(1). Are you either
(a) A company that is subject to U.S. taxation directly under the
provisions of subchapter L of chapter 1 of the Internal Revenue Code
(i.e., is an insurance company liable for filing Form 1120L or
Form-PC), or
(b) A company that is subject indirectly to U.S. taxation under the
provisions of subpart F of subchapter N of chapter 1 of the Internal
Revenue Code (i.e., is a "controlled foreign corporation" within the
meaning of Internal Revenue Code ss.957)?
Answer: ___ Yes ___ No
(2) If your answer to 1 is no, have you entered into a closing agreement with
the Internal Revenue Service to be subject to U.S. taxation with respect to
reinsurance income pursuant to Treasury Regulation ss.1.848-2(h)(ii)(B)?
Answer: ___ Yes ___ No
(If your answer is yes, please provide a copy of the closing agreement.)
Company Name: The Guardian Insurance and Annuity Company, Incorporated
Signed by: ________________________ Title:________________________
Print Name: ____________________________
Date: ______________________
giacagre.93a page #15
19___ NET CONSIDERATIONS
COMPANY NAME _________________________________________________________
19___ CONSIDERATIONS UNDER CONTRACTS DATED PRIOR TO 11-15-91:
$_______________________________
19___ CONSIDERATIONS UNDER CONTRACTS DATED 11-15-91 AND AFTER:
$_______________________________
AGREE _____________
DISAGREE _____________
If you disagree with the above figures, please attach supporting data with your
calculations.
VERIFIED BY:____________________________________________________________________
DATED:__________________________________________________________________________
Please return this form by July 15th to:
Ms. Xxxxxx Xxxxxxxx Xxxxxxx, Director
Federal Income Tax Department
The Guardian Life Insurance Company of America
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
giacagre.93a page #16
AMENDMENT I
to the Automatic Indemnity Reinsurance Agreement between
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED
of
Delaware,
hereinafter referred to as the "COMPANY"
and
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
of New York
hereinafter referred to as the "REINSURER
1. This amendment is effective January 1, 1994.
2. The COMPANY agrees to cede, and the REINSURER agrees to assume, a twenty
percent quota share of the risk on Guardian Investor variable annuity
contracts issued on or after January 1, 1994 by the COMPANY.
It is expressly understood and agreed that the provisions of this amendment
shall be subject to all the terms and conditions of the reinsurance agreement of
which this amendment is a part which do not conflict with the terms hereof.
IN WITNESS WHEREOF the parties hereto have caused this amendment to be executed
in duplicate on the dates shown below.
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxx
----------------------------- ------------------------------
Date December 30, 1994 Date December 30, 1994
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By /s/ Xxxxx Xxxxxxxxx By /s/ [ILLEGIBLE]
----------------------------- ------------------------------
Date Dec 30, 1994 Date Dec. 30, 1994
AMENDMENT II
to the Automatic Indemnity Reinsurance Agreement between
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED
of
Delaware,
hereinafter referred to as the "COMPANY"
and
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
of New York
hereinafter referred to as the "REINSURER"
1. This amendment is effective January 1, 1995.
2. The agreement is closed for new business as of January 1, 1995.
It is expressly understood and agreed that the provisions of this amendment
shall be subject to all the terms and conditions of the reinsurance agreement of
which this amendment is a part which do not conflict with the terms hereof.
IN WITNESS WHEREOF the parties hereto have caused this amendment to be executed
in duplicate on the dates shown below.
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxx
----------------------------- ------------------------------
Date February 8, 1995 Date February 8, 1995
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By /s/ Xxxxx Xxxxxxxxx By /s/ [ILLEGIBLE]
----------------------------- ------------------------------
Date 2-8-95 Date 2-10-95
AMENDMENT NO. III
To The Automatic Indemnity Reinsurance Agreement
Between
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED
of
Delaware
(hereinafter referred to as the "Company")
and
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
New York, New York
(hereinafter referred to as the "Reinsurer")
1. This Amendment is effective March 30, 1995
2. As of the effective date of this Amendment, the Company shall recapture the
Guardian Investor 1994 issues.
3. There shall be a terminal accounting for recaptured business. Such
calculation shall be conclusive for all purposes without exception and
neither party shall owe any further obligations to the other party (with
respect to the recaptured business only) subsequent to the Termination
Date.
IN WITNESS WHEREOF, the Company and the Reinsurer have caused their names to be
subscribed and duly attested hereunder by their respective Authorized Officers.
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INCORPORATED (the Company)
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: V.P. & Actuary
Date: March 30, 1995
ATTEST:
By: /s/ Xxxxx X. Xxxx
-------------------------------
Title: V.P. & Controller
Date: March 30, 1995
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA (the Reinsurer)
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------
Title: EVP & CFO
Date: 3-30-95
ATTEST:
By: /s/ [ILLEGIBLE]
-------------------------------
Title: AVP
Date: 3-30-95
