EXHIBIT 7(b)
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. 4
to the
VARIABLE ANNUITY REINSURANCE AGREEMENT
Effective January 1, 2003
Between
AMERITAS LIFE INSURANCE CORPORATION
("CEDING COMPANY")
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Hamilton, Bermuda
Effective May 1, 2010, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
o Schedules B-2 is hereby replaced by the attached Schedules B-2.
AMERITAS LIFE INSURANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxx Xxxxxxx
------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxx Xxxxxxx
------------------------------- -------------------------------
Title: 2nd VP & Assoc Actuary Title: Corporate Actuary
------------------------------- -------------------------------
Date: Sept 2, 2010 Date: 10/26/2010
------------------------------- -------------------------------
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxxx Xxxxx Attest: /s/ Xxxxx Xxxxxxx
------------------------------- -------------------------------
Name: Xxxx Xxxxx Name: Xxxxx Xxxxxxx
------------------------------- -------------------------------
Title: SVP & Chief Pricing Officer Title: VP and Life Actuary
------------------------------- -------------------------------
Date: Aug 30, 2010 Date: Aug 30, 2010
------------------------------- -------------------------------
SCHEDULE B-2
------------
Investment Funds under CONTRACT TYPES Reinsured under this Agreement
CUSIP
AIM
VIF Dynamics 8892473
VI Intnl Growth Series I 892507
VI Global Real Estate Series I 8892523
Xxxxx
Xxxx Bal CL-0 15544208
American Century
VP Inc & Growth 24936601
XX XxxXxx Value Class I 24936742
Xxxxxxx
Xxxxxxx VP SRI Strategic Portfolio 131647869
Xxxxxxx XX Money Market Portfolio 131647828
Xxxxxxx XX Mid Cap Value Portfolio 131647810
Xxxxxxx XX Small Cap Growth Portfolio 131647885
Xxxxxxx XX Income Portfolio 131647778
Xxxxxxx XX SRI Balanced Portfolio 131647208
Xxxxxxx XX SRI Equity Portfolio 131647786
Xxxxxxx XX SRI Mid Cap Growth Portfolio 131647307
Xxxxxxx XX Barclays Capital Aggregate Bond Index Portfolio 866167505
Xxxxxxx XX EAFE International Index Portfolio 866167695
Xxxxxxx XX Inflation Protected Plus Portfolio 866167620
Xxxxxxx XX Lifestyle Aggressive Portfolio 866167612
Xxxxxxx XX Lifestyle Conservative Portfolio 866167638
Xxxxxxx XX Lifestyle Moderate Portfolio 866167653
Xxxxxxx XX Nasdaq 100 Index Portfolio 866167810
Xxxxxxx XX Natural Resources Portfolio 866167646
Xxxxxxx XX Xxxxxxx 2000 Small Cap Index Portfolio 866167794
Xxxxxxx XX S&P 500 Index Portfolio 866167109
Xxxxxxx XX S&P XxxXxx 400 Index Portfolio 866167208
Xxxxxxx XX SRI Large Cap Value Portfolio 866167307
Dreyfus
Stock-Srv Shr 00000X000
DWS Xxxxxxx
Dreman Sml Mid VI VIP Cls A 00000X000
Global Thematic VIP Class A 00000X000
Fidelity
Equity Inc-IC 922174305
Equity Inc-SCII 922174859
Growth-IC 922174404
Growth-SCII 922174867
High Income-IC 922174206
High Inc-SCII 922174842
Overseas-IC 922174503
Overseas-SCII 922174875
Asset Mgr-IC 922175203
Asset Mgr-SCII 922175872
Invest Xxx Xx-XX 000000000
Xxxxxx Xxx Xx-XX 922175880
Contra-IC 922175500
Contra-SCII 922175849
Asset Mgr Gr-IC 922175401
Asst Mgr Gr-SCII 922175864
MidCap-SC2 922176805
MFS
Utilities Series IC 00000X000
Strategic Inc IC 00000X000
New Discovery IC 00000X000
VIT Total Rtrn Series IC 00000X000
VIT Int. Research IC 00000X000
Xxxxxx Xxxxxxx
Emerg Mrkt Eqty 00000X000
Glob Value Eqty (eff 0/0/00 Xxx Xxxxxx Xxx Xxx Xx - 00000X000) 00000X000
Internal Magnum 00000X000
US Real Estate 913590794
Xxxxxxxxx Xxxxxx
AMT Regency 641222708
PIMCO
Total Return-Admin Class 693394405
X. Xxxx Price
Blue Chip Growth Port II 00000X000
Third Avenue
Var Xxx Trust 884117102
FIXED ACCOUNT
LOANED AMOUNT
AMENDMENT NO. 3
to the
VARIABLE ANNUITY REINSURANCE AGREEMENT
Effective January 1, 2003
Between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
("CEDING COMPANY')
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Hamilton, Bermuda
Effective May 1, 2007, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
o The CEDING COMPANY is will be renamed AMERITAS LIFE INSURANCE CORPORATION
as per the attached cover page.
o Article XVII - Notices, is hereby replaced by the attached Article XVII.
o Schedules X-0, X-0, and D are hereby replaced by the attached Schedules
X-0, X-0, and D.
AMERITAS LIFE INSURANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx Attest: /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Title: VP Title: 2nd VP & Assoc Actuary
------------------------------- -------------------------------
Date: 6/27/08 Date: 6/27/08
------------------------------- -------------------------------
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxxx Xxxxx Attest: /s/ Xxxxx Xxxxxxx
------------------------------- -------------------------------
Name: Xxxx Xxxxx Name: Xxxxx Xxxxxxx
------------------------------- -------------------------------
Title: SVP & Chief Pricing Officer Title: AVP and Life Actuary
------------------------------- -------------------------------
Date: May 20, 2008 Date: May 20, 2008
------------------------------- -------------------------------
VARIABLE ANNUITY REINSURANCE AGREEMENT
This Agreement
is by and between
AMERITAS LIFE INSURANCE CORPORATION
("CEDING COMPANY")
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Hamilton, Bermuda
ARTICLE XVII - NOTICES
----------------------
A All notices required to be given hereunder shall be in writing and shall
be deemed delivered if personally delivered, sent via reputable overnight
carrier, facsimile with proof of successful transmission, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:
Ameritas Life Insurance Corporation
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Chief Financial Officer
ACE Tempest Life Reinsurance Ltd.
The ACE Tempest Re Xxxxxxxx
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00 Bermuda
Phone: (000) 000-0000
Fax: (000) 000-0000
B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Any party may change the address to which to send notices by
notifying the other party of such change of address in writing in
accordance with the foregoing.
SCHEDULE B-1
------------
CONTRACT TYPES reinsured under this Agreement
Contract Description Form Number Issue Dates
-------------------- ----------- -----------
Ameritas Variable Life Insurance Company
Medley 4888 January 1, 2003 - April 30, 2007*
Benefit Rider Forms with Medley
Value+ Option VP 4901 January 1, 2003 - April 30, 2007
GMDB - Periodic Step-Up GMDB 4902 Rev. 2-01 January 1, 2003 - April 30, 2007
GMDB - 5% Roll-Up GMDB 4903 January 1, 2003 - April 30, 2007
GMDB "Greater of" GMDB 4904 January 1, 2003 - April 30, 0000
XXX - Xxxxxx Protection Benefit EPB 4901 January 1, 2003 - April 30, 2007
EEB - Expanded Estate
Protection Benefit EEPB 4902 January 1, 2003 - April 30, 2007
Acclaim 4882 January 1, 2003
Annuity III-Plus 4786 January 1, 2003
Benefit Rider Forms with Acclaim and Annuity III-Plus
GMDB - 7-yr Step-Up GMDB 4095 January 1, 2003
* An inforce Medley policy which elected the EPB 4901 or the EEPB 4902 riders
within 60 days of the introduction of the riders (or state approval if later)
will be covered under this treaty.
Ameritas Life Insurance Corporation
Medley 4888 May 1, 2007
Benefit Rider Forms with Medley
Value+ Option VP 4901 May 1, 2007 - November 4, 2007
GMDB - Periodic Step-Up GMDB 4902 May 1, 2007
GMDB - 5% Roll-Up GMDB 4903 May 1, 2007
GMDB - "Greater of" GMDB 0000 Xxx 0, 0000
XXX - Xxxxxx Protection Benefit XXX 0000 Xxx 0, 0000
XXX - Xxxxxxxx Xxxxxx
Protection Benefit EEPB 4902 May 1, 2007
All state variations of the above listed contract and rider forms are reinsured
under this Agreement.
SCHEDULE B-2
------------
Investment Funds under CONTRACT TYPES Reinsured under this Agreement
FIXED ACCOUNT
LOANED AMOUNT
AIM
AIM VI International Growth, Series I (5/1/08)
XXXXX - referred to as XXXXX Class 0 (5/1/04)
Xxxxx American Balanced
Xxxxx American Leveraged AllCap - merged into Ameritas Income & Growth 11/1/05)
AMERICAN CENTURY
VP Income & Growth
VP Mid Cap Value Fund, Class I (5/1/08)
AMERITAS PORTFOLIOS
Ameritas Core Strategies - added (11/1/03)
Ameritas Emerging Growth - merged into Core Strategies (10/30/03)
Ameritas Growth - merged into Ameritas Income & Growth (11/1/05)
Ameritas Growth With Income - merged into Core Strategies (10/30/03)
Ameritas Income & Growth - subadvisor changed to Summit (6/8/07)
Ameritas Index 500
Ameritas MidCap Growth - renamed Ameritas Focused MidCap Value (5/01/03)
Ameritas Money Market
Ameritas Research - merged into Core Strategies (10/30/03)
Ameritas Select - renamed Focused Mid-Cap Value (5/1/06)
Ameritas Small Capitalization - renamed Ameritas Small Cap (12/10/04)
Ameritas Small Company Equity
XXXXXXX PORTFOLIOS
CVS Income
CVS Social Balanced
CVS Social Equity
CVS Social International Equity
CVS Social Mid Cap Growth - closed to new money (5/1/08)
CVS Social Small Cap Growth - merged into the Xxxxxxx Mid Cap Growth (9/27/07)
DREYFUS
MidCap Stock - Service Shares
DWS
Dreman Small Mid Value VIP, Class A (5/1/08)
Global Thematic VIP, Class A (5/1/08)
FIDELITY (Initial Class for Acclaim, Annuity III-Plus; Service Class 2 for
Medley)
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 - renamed AIM V.I. Dynamics - Series I (5/1/05)
MFS
New Discovery - renamed New Discovery - Initial Class (11/1/05)
Global Governments - renamed Global Governments - Initial Class (11/1/05)
Research International Initial Class (5/1/08)
Total Return, Initial Class (5/1/08)
Utilities - renamed Utilities - Initial Class (11/1/05)
XXXXXX XXXXXXX - referred to as XXX XXXXXX (5/1/03)
Emerging Markets Equity - renamed Emerging Markets Equity - Class I (5/1/03)
Global Value Equity - renamed Global Value Equity - Class I (5/1/03)
International - renamed International Magnum - Class I (5/1/03)
U.S. Real Estate - renamed U.S. Real Estate - Class I (5/1/03)
XXXXXXXXX XXXXXX
AMT Regency, Class I (5/1/08)
SALOMON BROTHERS
Variable Capital renamed Variable All Cap (5/1/03); merged into Ameritas
Income & Growth (11/1/05)
SUMMIT PINNACLE SERIES - referred to as SUMMIT (5/1/06)
Bond Portfolio (5/1/08)
Inflation Protected Plus (5/1/08)
International Index (5/1/08)
Lifestyle ETF Market Strategy Aggressive (5/1/08)
Lifestyle ETF Market Strategy Conservative (5/1/08)
Lifestyle EFT Market Strategy Target (5/1/08)
Nasdaq - 100 Index
Natural Resources (5/1/08)
Xxxxxxx 2000 Small Cap Index
S&P MidCap 400 Index
THIRD AVENUE
Third Avenue Value
X. XXXX PRICE
Blue Chip Growth II (5/1/08)
SCHEDULE D
----------
REINSURANCE PREMIUM RATE
The Annual REINSURANCE PREMIUM RATE is expressed below in basis points (0.0001):
--------------------------------------------------------------------------------
BENEFIT Type Issue Ages Annual Reinsurance
Premium Rate (basis points)
------------------------------ -------------------- ----------------------------
------------------------------ -------------------- -------------- -------------
Inactive or Activated
No GLWB GLWB
------------------------------ -------------------- -------------- -------------
7-Year "Step-Up" GMDB 0-70 [*] [*]
------------------------------ -------------------- -------------- -------------
1-Year "Step-Up" GMDB 0-70 [*] [*]
------------------------------ -------------------- -------------- -------------
"5% Roll-up" GMDB 0-70 [*] [*]
------------------------------ -------------------- -------------- -------------
"Greater of" GMDB 0-70 [*] [*]
------------------------------------------------------------------ -------------
Subject to the terms and conditions of this Agreement, the REINSURANCE PREMIUM
RATE is guaranteed for all ACTIVE CONTRACTS reinsured under this Agreement.
Novation to Reinsurance Agreement
---------------------------------
WHEREAS, Ameritas Variable Life Insurance Company ("AVLIC") and ACE Tempest Life
Reinsurance LTD. ("Reinsurer"), 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 ACE Tempest Life Reinsurance LTD., 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: /s/ Xxxxx X. Xxxxxxx
------------------------------------------------------
Print: Xxxxx X. Xxxxxxx
------------------------------------------------------
Title: Asst. Vice President Individual Policy Processing
------------------------------------------------------
Date: 4/9/07
------------------------------------------------------
Ameritas Life Insurance Corp.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------------------
Print: Xxxxxx X. Xxxxx
------------------------------------------------------
Title: Vice President and Asst. Sec.
------------------------------------------------------
Date: April 9, 2007
------------------------------------------------------
ACE Tempest Life Reinsurance LTD.
By: /s/ Xxxx Xxxxx
------------------------------------------------------
Print: Xxxx Xxxxx
------------------------------------------------------
Title: SVP and Chief Pricing Officer
------------------------------------------------------
Date: April 27, 2007
------------------------------------------------------
EXHIBIT A
---------
Reinsurance
Cedant Reinsurer Agreement Number Effective Date
------ --------- ---------------- --------------
Ameritas Variable Life ACE Tempest Life N/A January 1, 2003
Insurance Company Reinsurance LTD.
AMENDMENT NO.2
to the
VARIABLE ANNUITY REINSURANCE AGREEMENT
Effective January 1, 2003
Between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
("CEDING COMPANY")
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Hamilton, Bermuda
Effective December 31, 2006, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Article III Section C, is hereby replaced by the attached Article III
Section C
o Article XV Section D, is hereby added by the attached Article XV Section D
o Schedule B-2, is hereby replaced by the attached Schedule B-2
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxxx Attest: /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Title: VP Title: 2nd VP & Assoc Actuary
------------------------------- -------------------------------
Date: 2/14/07 Date: 2/13/07
------------------------------- -------------------------------
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxxx Xxxxx Attest: /s/ Xxxxxxx X. Xxxxxxxxx Xx.
------------------------------- -------------------------------
Title: SVP and Chief Pricing Officer Title: Chief Actuary
------------------------------- -------------------------------
Date: Jan 31, 2007 Date: January 31, 2007
------------------------------- -------------------------------
ARTICLE III -- EFFECTIVE DATE, BUSINESS COVERED, TERM AND TERMINATION
C. Business covered by this Agreement does not include new VARIABLE ANNUITY
CONTRACTS issued by the CEDING COMPANY on and after the earlier of (i)
11:59 p.m. Eastern Standard Time, on December 31, 2008 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS paid on ACTIVE CONTRACTS exceed the
limit provided in schedule C-2.
ARTICLE XV -- MISCELLANEOUS
D. The REINSURER will reimburse the CEDING COMPANY for United States
Federal Excise Tax assessed and paid on this Agreement for the REINSURER's
quota share of the business, as described in Schedule E, but in no event
will the reimbursement be greater than [*] of reinsurance premium paid on
this Agreement. Such reimbursement will be made on the first MONTHLY
VALUATION DATE that coincides with a REINSURANCE PREMIUM DUE DATE and that
falls at least ten (10) BUSINESS DAYs after notice of the tax payment is
received by the REINSURER. The CEDING COMPANY will be responsible for the
timely payment of Federal Excise Tax and for the filing of all required
tax, information returns or filings with the Internal Revenue Service with
respect to this Agreement.
SCHEDULE B-2
Investment Funds under CONTRACT TYPES Reinsured under this Agreement
FIXED ACCOUNT
LOANED AMOUNT
XXXXX - referred to as XXXXX Class 0 (5/1/04)
Xxxxx American Balanced
Xxxxx American Leveraged AllCap-merged into Ameritas Income & Growth (11/1/05)
AMERICAN CENTURY
VP Income & Growth
AMERITAS PORTFOLIOS
Ameritas Core Strategies - added (11/1/03)
Ameritas Emerging Growth-merged into Core Strategies (10/30/03)
Ameritas Growth - merged into Ameritas Income & Growth (11/1/05)
Ameritas Growth With Income - merged into Core Strategies (10/30/03)
Ameritas Income & Growth
Ameritas Index 500
Ameritas MidCap Growth-renamed Ameritas Focused MidCap Value (5/01/03)
Ameritas Money Market
Ameritas Research - merged into Core Strategies (10/30/03)
Ameritas Select - renamed Focused Mid-Cap Value (5/1/06)
Ameritas Small Capitalization - renamed Ameritas Small Cap (12/10/04)
Ameritas Small Company Equity
XXXXXXX PORTFOLIOS
CVS Income
CVS Social Balanced
CVS Social Equity
CVS Social International Equity
CVS Social Mid Cap Growth
CVS Social Small Cap Growth
DREYFUS
MidCap Stock - Service Shares
FIDELITY (Initial Class for Acclaim, Annuity III-Plus; Service Class 2
for Medley)
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 - renamed AIM V.I. Dynamics - Series I (5/1/05)
MFS
New Discovery - renamed New Discovery - Initial Class (11/1/05)
Global Governments - renamed Global Governments - Initial Class (11/1/05)
Utilities - renamed Utilities - Initial Class (11/1/05)
XXXXXX XXXXXXX - referred to as XXX XXXXXX (5/1/03)
Emerging Markets Equity - renamed Emerging Markets Equity - Class I
(5/1/03) Global Value Equity - renamed Global Value Equity - Class I
(5/1/03) International - renamed International Magnum - Class I (5/1/03)
U.S. Real Estate - renamed U.S. Real Estate - Class I (5/1/03)
SALOMON BROTHERS
Variable Capital - renamed Variable All Cap (5/1/03); merged into Ameritas
Income & Growth (11/1/05)
SUMMIT PINNACLE SERIES - referred to as SUMMIT (5/1/06)
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S&P MidCap 400 Index
THIRD AVENUE
Third Avenue Value
AMENDMENT NO. 1
to the
VARIABLE ANNUITY REINSURANCE AGREEMENT
Effective January 1, 2003
Between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
("CEDING COMPANY")
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Hamilton, Bermuda
Effective December 31, 2004, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
o Article III Section C, is hereby replaced by the attached Article III
Section C
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx Attest: /s/ Xxxxx X. Xxxxxxx
------------------------------- -------------------------------
Title: VP Title: Vice President
------------------------------- -------------------------------
Date: 2/29/04 Date: 12/29/04
------------------------------- -------------------------------
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxx Xxxxxxx Attest: /s/ Xxxx Xxxxx
------------------------------- -------------------------------
Title: SVP and Chief Life Officer Title: VP and Life Actuary
------------------------------- -------------------------------
Date: Dec. 22, 2004 Date: Dec 22, 2004
------------------------------- -------------------------------
ARTICLE III - EFFECTIVE DATE, BUSINESS COVERED, TERM AND TERMINATION
C. Business covered by this Agreement does not include new VARIABLE ANNUITY
CONTRACTS issued by the CEDING COMPANY on and after the earlier of (i)
11:59 p.m. Eastern Standard Time, on December 31, 2006 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS paid on ACTIVE CONTRACTS exceed
the limit provided in schedule C-2.
VARIABLE ANNUITY REINSURANCE AGREEMENT
This Agreement
is by and between
AMERITAS VARIABLE LIFE INSURANCE COMPANY
("CEDING COMPANY")
Lincoln, Nebraska
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Xxxxxxxx, Xxxxxxx
0
TABLE OF CONTENTS
-----------------
ARTICLE PAGE
------- ----
Access to Records IX 10
Arbitration XIII 13
Automatic Provisions IV 7
Confidentiality IX 10
Currency XI 12
Definitions I 3
Effective Date, Term, and Termination III 6
Insolvency XII 12
Litigation VIII 10
Miscellaneous XV 14
Governing Law XVI 14
Notices XVII 15
Offset XIV 14
Parties to the Agreement II 5
Premium Accounting V 9
Reinsurance Claim Settlement VI 9
Reserves VII 10
Unintentional Errors, Misunderstandings, or Omissions X 12
SCHEDULES
---------
A-1 Description of Guaranteed Minimum Death Benefit (GMDB) for CONTRACT TYPES
listed in Schedule B-1
B-1 CONTRACT TYPES Reinsured Under this Agreement
B-2 Investment Funds Under CONTRACT TYPES Reinsured Under this Reinsurance
Agreement
C-1 Limits and Rules of CEDING COMPANY
C-2 Limits and Rules of REINSURER
D REINSURANCE PREMIUM RATE
E REINSURER'S Quota Share
F Monthly Reporting Format and Data Requirements
2
ARTICLE I - DEFINITIONS
-----------------------
A. DURATION OF AGREEMENT:
EFFECTIVE DATE means January 1, 2003.
BUSINESS DAY means any day that securities are traded on the New York Stock
Exchange.
MONTHLY VALUATION DATE means the last BUSINESS DAY of any month.
TERMINATION DATE means the date the last ACTIVE CONTRACT is terminated due to
death, lapse, surrender, the annuitant reaching the maximum annuitization age,
annuitization or some other valid contingency.
B. CONTRACT DEFINITIONS:
VARIABLE ANNUITY CONTRACT means a written annuity contract issued by the CEDING
COMPANY to a contract owner under which CEDING COMPANY agrees to provide
specified benefits in accordance with specified terms and conditions.
ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT, other than an EXCLUDED
CONTRACT, which is in effect, which has not been terminated due to death, lapse,
surrender, the annuitant's reaching the maximum annuitization age, or some other
valid contingency, and which has not been annuitized.
EXCLUDED CONTRACT means any VARIABLE ANNUITY CONTRACT that has
elected either the Value+ Option and/or an Estate Protection Benefit Rider or
Expanded Estate Protection Benefit Rider identified in Schedule B-1 provided,
however, that any EXCLUDED CONTRACT shall be treated as such only on and after
the date as of which it satisfies any of the conditions identified herein.
RETAIL ANNUITY PREMIUMS means contributions made in accordance with the
provisions of any VARIABLE ANNUITY CONTRACT by or on behalf of its owner,
whether referred to as purchase payments, premiums, deposits or otherwise, in
amounts not in excess of the limit provided in Schedule C-1.
CONTRACT TYPE means any one of the VARIABLE ANNUITY CONTRACT forms specified in
Schedule B-1.
GMDB TYPE means any one of the Guaranteed Minimum Death Benefits specified in
the VARIABLE ANNUITY CONTRACTS and described in Schedule A-1.
C. REINSURANCE PREMIUM DEFINITIONS:
ACCOUNT VALUE means, for each VARIABLE ANNUITY CONTRACT, the sum of the invested
assets in the investment funds shown in Schedule B-2.
3
REINSURED ACCOUNT VALUE means the ACCOUNT VALUE multiplied by the REINSURER'S
Quota Share, as shown in Schedule E.
REINSURANCE PREMIUM RATE means the premium rate provided in Schedule D, for each
CONTRACT TYPE.
MONTHLY REINSURANCE PREMIUM RATE means the REINSURANCE PREMIUM RATE divided by
12.
MONTHLY REINSURANCE PREMIUM means the sum, for all ACTIVE CONTRACTS reinsured
under this Agreement, of the product of (i) the MONTHLY REINSURANCE PREMIUM RATE
and (ii) the average of (a) the REINSURED ACCOUNT VALUE as of the current
month's MONTHLY VALUATION DATE and (b) the REINSURED ACCOUNT VALUE as of the
previous month's MONTHLY VALUATION DATE. If this calculation produces a figure
smaller than the MINIMUM MONTHLY REINSURANCE PREMIUM, then the MONTHLY
REINSURANCE PREMIUM shall be the MINIMUM MONTHLY REINSURANCE PREMIUM.
MINIMUM MONTHLY REINSURANCE PREMIUM means [*].
REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE.
REMITTANCE DATE means the MONTHLY VALUATION DATE following the REINSURANCE
PREMIUM DUE DATE.
D. REINSURANCE CLAIM DEFINITIONS:
GMDB AMOUNT means, in accordance with each VARIABLE ANNUITY CONTRACT, the CEDING
COMPANY'S contractually determined minimum amount payable on the death of the
INSURED.
INSURED means the (a) annuitant in the case of Overture Annuity III-Plus and
Overture Acclaim, and (b) owner in the case of Overture Medley.
ROP GMDB AMOUNT means, in accordance with each VARIABLE ANNUITY CONTRACT, the
CEDING COMPANY'S contractually determined minimum return of premium amount
payable on the death of the INSURED.
REINSURED GMDB AMOUNT means, for each ACTIVE CONTRACT, the product of the GMDB
AMOUNT and the REINSURER'S Quota Share, determined in accordance with Schedule
E.
REINSURED ROP GMDB AMOUNT means, for each ACTIVE CONTRACT, the product of the
ROP GMDB AMOUNT and the REINSURER'S Quota Share, determined in accordance with
Schedule E.
4
GMDB CLAIM means the excess of (i) the REINSURED GMDB AMOUNT over (ii) the
greater of (a) the REINSURED ROP GMDB AMOUNT and (b) the REINSURED ACCOUNT
VALUE, if a positive value, as of the date that CEDING COMPANY calculates the
GMDB AMOUNT under the terms of the applicable CONTRACT TYPE.
REIMBURSEMENT DATE means 30 days after the later of the REMITTANCE DATE
or the date that REINSURER receives a request for claim reimbursement from the
CEDING COMPANY.
ANNUAL AGGREGATE CLAIM LIMIT means the limit, applicable for each calendar year,
upon GMDB CLAIMS under this Agreement, calculated by multiplying (a) [*] basis
points [*] by (b) the ANNUAL AVERAGE REINSURED ACCOUNT VALUE.
ANNUAL AVERAGE REINSURED ACCOUNT VALUE means the sum of the MONTHLY AVERAGE
REINSURED ACCOUNT VALUES divided by the number of months that reinsurance is
effective under this Agreement during any calendar year.
MONTHLY AVERAGE REINSURED ACCOUNT VALUE means, for any calendar month, the
average of the REINSURED ACCOUNT VALUE as of the previous calendar month's
MONTHLY VALUATION DATE and the REINSURED ACCOUNT VALUE as of the current month's
MONTHLY VALUATION DATE.
PER LIFE CLAIM LIMIT means the maximum reinsurance claim liability (the GMDB
CLAIM) on any single life, which shall be equal to [*] multiplied by the
REINSURER'S Quota Share, determined in accordance with Schedule E.
ARTICLE II - PARTIES TO THE AGREEMENT
-------------------------------------
This Agreement shall be binding upon and shall inure solely to the benefit of
the CEDING COMPANY and the REINSURER, and their respective successors and
permitted assignees. Nothing in this Agreement in any manner is intended to
create or shall create any obligations as to or rights against the REINSURER or
establish any legal relationship between the REINSURER and any third party or
any persons not party to this Agreement, including without limitation,
annuitants, contract owners, certificate owners, beneficiaries, applicants or
assignees under any VARIABLE ANNUITY CONTRACT covered by this Agreement, except
as provided in the Insolvency Article.
5
ARTICLE III - EFFECTIVE DATE, BUSINESS COVERED, TERM AND TERMINATION
--------------------------------------------------------------------
A. This Agreement is effective as of 12:01 a.m. Eastern Standard Time, on the
EFFECTIVE DATE.
B. Business covered by this Agreement includes VARIABLE ANNUITY CONTRACTS
issued by the CEDING COMPANY that:
(i) are among the CONTRACT TYPES identified by form number (and all state
variations thereof) and which satisfy all the specifications contained
in Schedule B-1;
(ii) have assets invested only to the investment funds listed in Schedule
B-2;
(iii)are issued on and after the EFFECTIVE DATE but prior to the date
determined in Section C (i) or (ii) below;
(iv) are issued in accordance with the limits and rules described in
Schedule C-1;
(v) are in compliance with all of the other teens and provisions of this
Agreement and Schedules; and
(vi) are ACTIVE CONTRACTS.
C. Business covered by this Agreement does not include new VARIABLE ANNUITY
CONTRACTS issued by the CEDING COMPANY on and after the earlier of (i)
11:59 p.m. Eastern Standard Time, on December 31, 2004 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS paid on ACTIVE CONTRACTS exceed the
limit provided in schedule C-2.
D. CEDING COMPANY shall have the option of terminating this Agreement for new
business, existing business, or both, immediately upon an order appointing
a receiver, conservator or trustee for management of REINSURER is entered
or a proceeding is commenced for rehabilitation, liquidation, supervision
or conservation of REINSURER. CEDING COMPANY may recapture immediately all
ceded benefits upon written notice to REINSURER, its receiver, conservator,
or trustee, thereby releasing REINSURER, its receiver, conservator or
trustee from all liability with respect to business ceded pursuant to this
Agreement. REINSURER agrees to notify CEDING COMPANY promptly upon receipt
of an order appointing a receiver, conservator or trustee for management of
REINSURER. For any business for which the CEDING COMPANY does not terminate
the effect of this Agreement as permitted to do so pursuant to this
paragraph, the liability of REINSURER shall continue with respect to such
business.
E. REINSURER shall have the option of terminating this Agreement for new
business, existing business or both upon providing 60 days written notice
to CEDING COMPANY (in which REINSURER will identify whether termination
applies to new business, existing business or both) upon the occurrence of
any of the following:
6
1. CEDING COMPANY fails to provide any timely submission of data in
accordance with Schedule F. If, during the 60 days following this
notification, REINSURER receives all data submissions in arrears, the
notice of termination shall be deemed withdrawn.
2. CEDING COMPANY fails to pay MONTHLY REINSURANCE PREMIUM on or before
the REMITTANCE DATE. If REINSURER receives all MONTHLY REINSURANCE
PREMIUM in arrears, including interest calculated in accordance with
paragraph F of this Article, within the 60 day notice period, the
notice of termination shall be deemed withdrawn.
Upon termination in accordance with this paragraph, subject to the terms
and conditions of this Agreement, as of the close of the last BUSINESS DAY
of this 60 day notice period, REINSURER'S liability for all business
terminated in accordance with such notice will terminate.
F. Notwithstanding termination of reinsurance as provided herein, CEDING
COMPANY shall continue to be liable to REINSURER for all unpaid MONTHLY
REINSURANCE PREMIUM earned by REINSURER under this Agreement, and REINSURER
shall continue to be liable to CEDING COMPANY for all unpaid GMDB CLAIMS to
the extent due under this Agreement as of the effective date of
termination. Any such net amounts due from either party shall be subject to
an annual interest charge equal to the 3 month LIBOR rate as of the
REMITTANCE DATE as published in the Wall Street Journal, plus 1.00%,
applied daily as rate/365. Interest shall be assessed from the REMITTANCE
DATE for MONTHLY REINSURANCE PREMIUM or the REIMBURSEMENT DATE for GMDB
CLAIMS until the date paid.
ARTICLE IV - AUTOMATIC PROVISIONS
---------------------------------
A. On or after the EFFECTIVE DATE of this Agreement, CEDING COMPANY shall
automatically cede and REINSURER shall automatically accept a Quota Share
percentage, as provided in Schedule E, with respect to the CEDING COMPANY'S
liability for the GMDB CLAIMS for each ACTIVE CONTRACT reinsured under this
Agreement as provided in this Article.
B. (1) This Agreement covers only the liability for GMDB CLAIMS paid under
VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed
and approved by REINSURER prior to their issuance. Approved Benefit rider
forms and contract forms, as supplemented by additional materials, are
listed on Schedule B-1. REINSURER shall have no liability with respect to
any new or revised contract form or benefit rider form not so approved
unless and until REINSURER has reviewed and expressly approved such form in
writing. CEDING COMPANY shall provide prior written notice to REINSURER of
a request for such approval together with a copy of the new or revised
contract form or rider form, and a revised Schedule B-1. REINSURER will
approve or disapprove any new or
7
revised contract forms or benefit rider forms within 30 days of the date it
receives notification and copies thereof; provided, however, that such
forms are deemed disapproved unless the REINSURER'S written approval is
submitted within such time period. Notice of disapproval will not affect
VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments
to Schedule B-1 that were previously approved by REINSURER.
(2) Moreover, REINSURER shall have no liability with respect to any
contract form or benefit rider form if funds have been deleted from the
form as approved by the REINSURER. REINSURER shall be liable with respect
to such form only after REINSURER has reviewed and expressly approved any
such fund deletion in writing. CEDING COMPANY shall provide prior written
notice to REINSURER of a request for such approval together with a copy of
the new or revised contract form or rider form, and a revised Schedule B-1.
REINSURER will approve or disapprove any new or revised contract forms or
benefit rider forms within 30 days of the date it receives notification and
copies thereof; provided, however, that such forms are deemed disapproved
unless the REINSURER'S written approval is submitted within such time
period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS
issued under Schedule B-1, including amendments to Schedule B-1 that were
previously approved by REINSURER.
C. This Agreement covers only the liability for GMDB CLAIMS paid under
VARIABLE ANNUITY CONTRACTS invested in investment funds listed on Schedule
B-2. REINSURER shall have no liability with respect to any new or revised
investment fund not so approved unless REINSURER has reviewed and expressly
approved such fund in writing. CEDING COMPANY shall provide prior written
notice to REINSURER of a request for such approval together with a copy of
the new or revised investment fund, and a revised Schedule B-2. REINSURER
will approve or disapprove any new or revised investment funds within 30
days of the date it receives notification and copies thereof; provided,
however, that such funds are deemed disapproved unless the REINSURER'S
written approval is submitted within such time period. Notice of
disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under
Schedule B-1, including amendments to Schedule B-2 that were previously
approved by REINSURER.
D. Notwithstanding Paragraphs B and C above, CEDING COMPANY must notify
REINSURER in advance of any upcoming changes to the policy form, contract,
or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under
this Agreement. REINSURER will determine whether such changes require a
modification to this Agreement within 30 days of the date it receives
notification. REINSURER shall have no liability with respect to any
proposed change to the policy form, contract, or prospectus which may
affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement unless and
until REINSURER has agreed in writing to be bound with respect to such
change and, where REINSURER concludes that an Amendment to this Agreement
is required, such Amendment is effected by the parties hereto.
8
E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must
fall within the automatic limits as shown in Schedule C-1, unless an
exception is permitted by mutual written agreement between the parties.
CEDING COMPANY shall provide prior written notice to REINSURER of any
changes in its published limits and rules identified on Schedule C-1, and
REINSURER shall have no liability with respect to revised limits and rules
unless and until REINSURER provides written notice to CEDING COMPANY that
such revised limits and rules are acceptable.
ARTICLE V - PREMIUM ACCOUNTING
------------------------------
A. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to REINSURER
its statement of account and data requirements as set forth in Schedule F
together with its remittance of the MONTHLY REINSURANCE PREMIUM as shown
therein, as well as any premium adjustments from the prior period.
B. If the MONTHLY REINSURANCE PREMIUM is not paid by CEDING COMPANY on or
before the REMITTANCE DATE, interest calculated in accordance with Article
III, paragraph F will be assessed from the REMITTANCE DATE until the date
such unpaid MONTHLY REINSURANCE PREMIUM is paid in full to REINSURER.
C. If any MONTHLY REINSURANCE PREMIUM amounts due hereunder cannot be
determined by the REMITTANCE DATE, CEDING COMPANY shall have 30 days to
determine the appropriate MONTHLY REINSURANCE PREMIUM amount and remit such
amount to REINSURER with interest, from the REMITTANCE DATE to the date of
payment, calculated in accordance with Article Ill, paragraph F.
ARTICLE VI - REINSURANCE CLAIM SETTLEMENT
-----------------------------------------
A. REINSURER shall at no time be responsible for any obligation of CEDING
COMPANY to any party under any VARIABLE ANNUITY CONTRACT issued by CEDING
COMPANY.
B. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to
REINSURER its statement of account and data requirements as set forth in
Schedule F, together with its request for reimbursement for GMDB CLAIMS as
shown therein. If requested by REINSURER, CEDING COMPANY shall promptly
provide REINSURER with proof of claim, proof of claim payment and any
other claim documentation identified by REINSURER, in accordance with
Schedule F.
C. If GMDB CLAIMS are not paid by the REIMBURSEMENT DATE interest calculated
in accordance with Article III, paragraph F will be assessed from the
REIMBURSEMENT DATE and will continue until the GMDB CLAIMS are paid in
full.
D. Notwithstanding any other provision of this Agreement, the REINSURER'S
total liability under this Agreement shall not exceed (1) in connection
with any single life, the PER LIFE
9
CLAIM LIMIT; and (2) for GMDB CLAIMS, the ANNUAL AGGREGATE CLAIM LIMIT.
ARTICLE VII - RESERVES
----------------------
A. REINSURER will establish and hold a reserve in connection with the
reinsurance provided under this Agreement, which will satisfy the
requirements of the insurance regulatory requirements of the state of
domicile of the CEDING COMPANY (the "Domiciliary State"), as in effect on
the EFFECTIVE DATE.
B. Additional reserves requested by CEDING COMPANY may be established by
REINSURER and secured by a trust or a letter of credit. An additional
reinsurance premium will be required annually and will be equal to [*]
basis points [*] multiplied by the additional reserve amount established.
C. With respect to the reserve so established, REINSURER will comply with the
provisions of insurance law of the Domiciliary State relating to
reinsurance credit for non-authorized reinsurers as in effect on the
EFFECTIVE DATE, including providing security to enable the CEDING COMPANY
to qualify for such reserve credit through the issuance of letters of
credit or otherwise, at the REINSURER'S expense.
ARTICLE VIII - LITIGATION
-------------------------
In the event of any legal action brought against CEDING COMPANY relating to any
VARIABLE ANNUITY CONTRACT that is reinsured in accordance with the terms and
conditions of this Agreement, CEDING COMPANY shall provide to the REINSURER
written notice thereof, including a copy of the complaint and/or all other
pleadings and correspondence relating to such legal action within 20 BUSINESS
DAYS after CEDING COMPANY'S receipt thereof.
ARTICLE IX - ACCESS TO RECORDS: CONFIDENTIALITY
-----------------------------------------------
A. The REINSURER, or its duly authorized representatives, shall have access at
any reasonable time during regular business hours, to all records of the
CEDING COMPANY, including the right to photocopy and retain copies of
documents that reasonably pertain in any way to this Agreement. Books and
records shall be maintained in accordance with prudent standards of
insurance company record keeping and must be retained for a period of at
least three (3) years after the final settlement date. Within one hundred
and fifty (150) days following the end of each calendar year, the CEDING
COMPANY and the REINSURER shall provide each other with copies of their
respective audited financial statements.
B. The CEDING COMPANY and the REINSURER may come into the possession or
10
knowledge of Confidential Information of the other in fulfilling
obligations under this Agreement. Each party agrees to hold such
Confidential Information in the strictest confidence and to take all
reasonable steps to ensure that Confidential Information is not disclosed
in any form by any means by each of them or by any of their employees to
third parties of any kind, other than attorneys, accountants, reinsurance
intermediaries, consultants or retrocessionaires having an interest in such
information, except by advance written authorization by an officer of the
authorizing party; provided, however, that either party will be deemed to
have satisfied its obligations as to the Confidential Information by
protecting its confidentiality in the same manner that the party protects
its own proprietary or confidential information of like kind, which shall
be at least a reasonable manner. Subject to the exclusion provided in
Paragraph C, below, "Confidential Information" means:
(1.) any information or knowledge about each party's products, processes,
services, finances, customers, research, computer programs, marketing and
business plans and/or claims management practices; and
(2.) any medical or other personal, individually identifiable information
about people or business entities with whom each party does business,
including customers, prospective customers, vendors, suppliers, individuals
covered by insurance plans, and each party's producers and employees; and
(3.) records provided pursuant to Paragraph A, above.
C. Notwithstanding the definition of "Confidential Information" provided in
Paragraph B, above, Confidential Information does not include information
that
(1.) is generally available to or known by the public; or
(2.) is disclosed pursuant to written authorization of an officer of the
disclosing party; or
(3.) is disclosed pursuant to operation of law (including without
limitation the lawful requirement of a governmental agency), provided (a)
the non-disclosing party is given reasonable prior notice to enable it to
seek a protective order, and (b) the disclosing party discloses only that
information which, in the reasonable judgment of its counsel, is required
to be disclosed; or
(4.) has been lawfully obtained or developed by either party (a)
independently or from any source other than the other party (provided that
such source is not bound by a duty of confidentiality to such other party),
and (b) not in violation of this Agreement.
D. If either the CEDING COMPANY or the REINSURER discloses Confidential
Information to interested parties such as, but not limited to, attorneys,
accountants, reinsurance intermediaries, consultants or retrocessionaires
having an interest in such information, such interested parties shall also
be bound by this Article's provisions on disclosing Confidential
Information. The CEDING COMPANY or the REINSURER must inform the interested
party of the provisions of this Article and agree to ensure that the
interested parties honor the provisions.
E. This Article expires 3 year after the TERMINATION DATE.
11
ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS
----------------------------------------------------------------
It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either CEDING COMPANY or REINSURER,
both CEDING COMPANY and REINSURER, will be restored to the position they would
have occupied, had no such error, misunderstanding or omission occurred, subject
always to the correction of the error, misunderstanding or omission.
ARTICLE XI - CURRENCY
---------------------
All retentions and limits hereunder, and all monetary data elements as described
in Schedule F, are expressed in United States dollars and all premium and claim
payments shall be made in United States dollars.
ARTICLE XII - INSOLVENCY
------------------------
A. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS due
CEDING COMPANY, after offset for REINSURANCE PREMIUM due REINSURER as
described in Article XIV, will be payable directly by REINSURER to CEDING
COMPANY or to its liquidator, receiver, conservator or statutory successor
on the basis of REINSURER'S liability to CEDING COMPANY without diminution
because of the insolvency of CEDING COMPANY, or because the liquidator,
receiver, conservator or statutory successor of CEDING COMPANY has failed
to pay all or a portion of any claim.
B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or
statutory successor will, within reasonable time after the claim is filed
in the insolvency proceeding, give written notice to REINSURER of all
pending claims against CEDING COMPANY on any VARIABLE ANNUITY CONTRACTS
reinsured. While a claim is pending, REINSURER may investigate and
interpose, at its own expense, in the proceedings where the claim is
adjudicated, any defense or defenses that it may deem available to CEDING
COMPANY or its liquidator, receiver, or statutory successor. The expense
incurred by REINSURER will be chargeable, subject to court approval against
CEDING COMPANY as part of the expense of liquidation to the extent of a
proportionate share of the benefit that may accrue to CEDING COMPANY solely
as a result of the defense undertaken by REINSURER. Where two or more
reinsurers are participating in the same claim and a majority in interest
elects to interpose a defense or defenses to any such claim, the expense
will be apportioned in accordance with the terms of the reinsurance
agreement as though such expense had been incurred by CEDING COMPANY.
12
ARTICLE XIII - ARBITRATION
--------------------------
A. Any dispute between the parties arising out of or in connection with this
Agreement including its formation and validity, whether such dispute arises
before or after the termination of this Agreement, shall be submitted to
arbitration upon the written request of either party. Unless the parties
agree upon a single arbitrator, within 30 days of one party receiving a
written request from the other for arbitration, the claimant (the party
requesting arbitration) shall appoint an arbitrator and give written notice
thereof to the respondent (the party receiving the request for
arbitration). Within 30 days of receiving such notice, the respondent shall
appoint the second arbitrator and give notice thereof to the claimant,
failing which the claimant may apply to the President, for the time being,
of the Chartered Institute of Arbitrators, Bermuda Branch to nominate an
arbitrator on behalf of the respondent. The two arbitrators shall select a
third arbitrator within 30 days of the appointment of the second
arbitrator. If the two arbitrators fail to agree on the selection of the
third arbitrator within 30 days of the appointment of the second
arbitrator, each arbitrator shall submit to the other a list of three
candidates, each arbitrator shall select one name from the list submitted
by the other and the third arbitrator shall be selected from the two names
chosen by a lot drawing procedure to be agreed upon by the arbitrators,
failing which agreement the third arbitrator shall be chosen by the
President, for the time being, of the Chartered Institute of Arbitrators,
Bermuda Branch.
B. Unless the parties otherwise agree, the arbitrators shall be present or
former officers of life insurance or reinsurance companies other than the
contracting companies or affiliates thereof. The three arbitrators shall
decide by majority. If no majority can be reached, the verdict of the third
arbitrator, who shall act as chairman of the tribunal, shall prevail.
C. The arbitration tribunal shall have power to fix all procedural rules for
the holding of the arbitration including discretionary power to make orders
as to matters which it may consider proper in the circumstances of the case
including pleadings, discovery, inspection of documents, examination of
witnesses and any other matter whatsoever relating to the conduct of the
arbitration and may receive and act upon such evidence whether oral or
written strictly admissible or not as it shall in its discretion think fit.
The panel will be relieved of all judicial formality and will not be bound
by rules of procedure and evidence. The panel will interpret this Agreement
as an honorable engagement rather than merely as a legal obligation and
will make its decision based upon the custom and practice of the insurance
and reinsurance business following the termination of the hearings.
Judgment upon the award may be entered in any court having jurisdiction
thereof. The panel is empowered to grant interim relief as it may deem
appropriate.
D. The decision of the arbitration panel shall be in writing and shall be
final and binding on both parties. The arbitration panel may, at its
discretion, award costs and expenses, as it deems appropriate, including,
but not limited to, attorneys' fees, and interest. In the absence of a
decision to the contrary by the arbitration panel, each party shall bear
the expense of its own arbitrator and shall jointly and equally bear with
the other party the expense of the third arbitrator and of the arbitration.
13
E. The seat of the arbitration shall be in Bermuda.
ARTICLE XIV - OFFSET
--------------------
Either party shall have, and may exercise at any time the right to offset any
balance or amounts whether on account of premiums, or on account of claims or
otherwise, due from one party to the other under the terms of this Agreement.
ARTICLE XV - MISCELLANEOUS
--------------------------
A. This Agreement means the text hereof, the Schedules and any Amendments
effected in accordance with this paragraph. The Agreement constitutes the
entire statement of agreement between the parties with regard to the
subject matter hereof. There are no other understandings or agreements
between the parties regarding the contracts reinsured other than as
expressed in this Agreement. Any changes or additions to this Agreement
must be effected by means of a written amendment that has been signed by
both parties.
B. Notwithstanding the termination of this Agreement as provided herein, its
provisions will continue to apply hereunder to the end that all obligations
and liabilities incurred by each party hereunder will be fully performed
and discharged.
C. If any provision of this Agreement should be rendered invalid, illegal or
unenforceable, the parties will renegotiate the Agreement in good faith to
cure such invalid, illegal or unenforceable provision. If such negotiations
are unsuccessful to resolve the matter, then (i) such invalid, illegal or
unenforceable provision will be deleted from the Agreement, (ii) to the
maximum extent permitted by law, such invalidity, illegality or
unenforceability will not affect any other provisions of this Agreement and
(iii) this Agreement will be construed to give effect to the remaining
provisions hereof to carry out its original intent.
ARTICLE XVI - GOVERNING LAW
---------------------------
This Agreement shall be governed by and construed in accordance with the laws of
the state of Nebraska.
14
ARTICLE XVII - NOTICES
----------------------
A All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via reputable overnight
carrier, facsimile with proof of successful transmission, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:
Ameritas Variable Life Insurance Company
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxx X. XxXxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Chief Financial Officer
ACE Tempest Life Reinsurance Ltd.
Xxx XXX Xxxxxxxx, 00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00 Xxxxxxx
Xxxxx: (000) 000-0000 Fax: (000) 000-0000
B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Any party may change the address to which to send notices by
notifying the other party of such change of address in writing in
accordance with the foregoing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.
ACE Tempest Life Reinsurance Ltd. Ameritas Variable Life Insurance Company
By /s/ Xxx Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------ -------------------------------
Name Xxx Xxxxxxx Name Xxxxxxx X. Xxxxxxx
------------------------------ -------------------------------
Title SVP and Chief Life Officer Title VP - Ind. Prod. Mgmt
------------------------------ -------------------------------
Date April 28, 2004 Date 5/5/04
------------------------------ -------------------------------
ATTEST: ATTEST:
By /s/ Xxxxx Xx By /s/ Xxxxx X. Xxxxxxx
------------------------------ -------------------------------
Name Xxxxx Xx Name Xxxxx X. Xxxxxxx
------------------------------ -------------------------------
Title AVP & LIfe Actuary Title VP - Ind. Policy Processing
------------------------------ -------------------------------
Date April 28, 2004 Date 5/5/04
------------------------------ -------------------------------
15
SCHEDULE A-1
------------
Description of Guaranteed Minimum Death Benefit (GMDB)
for CONTRACT TYPES listed in Schedule B-1
7-Year "Step-Up" GMDB 7-Year ratchet GMDB frozen at the most recent 7-year contract anniversary
on or prior to the contract anniversary nearest the INSURED'S 75th
birthday. GMDB for attained ages 75-84 is the GMDB on the most recent
7-year contract anniversary on or prior to the contract anniversary
nearest the INSURED's 75th birthday adjusted for subsequent premiums and
withdrawals. GMDB after the contract anniversary nearest the INSURED's
85th birthday is the standard death benefit (Return of Premium or Account
Value, if greater). GMDB is reduced proportionally (based on Account
Value) for any partial withdrawals. For issue ages 68-70, ACCOUNT VALUE as
of 7th contract anniversary is used in determining GMDB prior to contract
anniversary nearest the INSURED's 85th birthday. For issue ages 69 and 70,
reference to 75th birthday is replaced by 76th and 77th birthday,
respectively.
Note: this benefit is a 6-year ratchet for contracts in the state of
Texas.
"1-Yr Periodic Step-Up" Annual ratchet GMDB frozen at the contract anniversary nearest
GMDB the INSURED"S 80th birthday. GMDB for attained ages 80-84 is the GMDB on
the contract anniversary nearest the INSURED's 80th birthday adjusted for
subsequent premiums and withdrawals. GMDB after the contract anniversary
nearest the INSURED's 85th birthday is the standard death benefit (Return
of Premium or Account Value, if greater). GMDB is reduced proportionally
(based on Account Value) for any partial withdrawals.
"5% Roll-up" GMDB 5% roll-up GMDB (limited to 200% of premiums minus adjustments for partial
surrenders) frozen at the contract anniversary nearest the INSURED"S 80th
birthday. GMDB for attained ages 80-84 is the GMDB on the contract
anniversary nearest the INSURED's 80th birthday adjusted for subsequent
premiums and withdrawals. GMDB after the contract anniversary nearest the
INSURED's 85th birthday is the standard death benefit (Return of Premium
or Account Value, if greater). GMDB is reduced proportionally (based on
Account Value) for any partial withdrawals.
16
"Greater of' GMDB Greater of annual ratchet GMDB frozen at the contract anniversary nearest
the INSURED"S 80th birthday and 5% rollup GMDB (limited to 200% of premiums
minus adjustments for partial surrenders) frozen at the contract
anniversary nearest the INSURED"S 80th birthday. GMDB for attained ages
80-84 is the GMDB on the contract anniversary nearest the INSURED's 80th
birthday adjusted for subsequent premiums withdrawals. GMDB after the
contract anniversary nearest the INSURED's 85th birthday is the standard
death benefit (Return of Premium or Account Value, if greater). GMDB is
reduced proportionally (based on Account Value) for any partial withdrawals.
"Return of Premium" GMDB Total premiums paid less an adjustment for any partial withdrawals.
GMDB is reduced dollar-for-dollar for any partial withdrawals.
GMDB benefits are fully defined in the prospectus and related materials.
17
SCHEDULE B-1
------------
CONTRACT TYPES reinsured under this Agreement
Contract Description Form Number Issue Dates
-------------------- ----------- ---------------
Medley 4888 January 1, 2003
Benefit Rider Forms with Medley
Value+ Option VP 4901 January 1, 2003
GMDB - 1-Yr Periodic Step-Up GMDB 4902 Rev. 2-01 January 1, 2003
GMDB - 5% Roll-Up GMDB 4903 January 1, 2003
GMDB - Greater of GMDB 4904 January 1, 0000
XXX - Xxxxxx Protection Benefit XXX 0000 Xxxxxxx 0, 0000
XXX - Xxxxxxxx Xxxxxx
Protection Benefit EEPB 4902 January 1, 2003
Acclaim 4882 January 1, 2003
Annuity III-Plus 4786 January 1, 2003
Benefit Rider Forms with Acclaim and Annuity III-Plus
GMDB - 7-yr Step-Up GMDB 4095 January 1, 2003
All state variations of the above listed contract and rider forms are reinsured
under this Agreement.
18
SCHEDULE B-2
------------
Investment Funds under CONTRACT TYPES Reinsured under this Agreement
FIXED ACCOUNT
LOANED AMOUNT
XXXXX
Xxxxx American Balanced
Xxxxx American Leveraged AllCap
AMERICAN CENTURY
VP Income & Growth
AMERITAS PORTFOLIOS
Ameritas Core Strategies effective 11/1/03
Ameritas Emerging Growth discontinued 10/30/03
Ameritas Growth
Ameritas Growth With Income discontinued 10/30/03
Ameritas Income & Growth
Ameritas Index 500
Ameritas MidCap Growth
Ameritas Money Market
Ameritas Research discontinued 10/30/03
Ameritas Select
Ameritas Small Capitalization
Ameritas Small Company Equity
XXXXXXX PORTFOLIOS
CVS Income
CVS Social Balanced
CVS Social Equity
CVS Social International Equity
CVS Social Mid Cap Growth
CVS Social Small Cap Growth
DREYFUS
MidCap Stock - Service Shares
FIDELITY (Initial Class for Acclaim, Annuity III-Plus; Service Class 2 for
Medley)
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
New Discovery
19
Strategic Income
Utilities
XXXXXX XXXXXXX - referred to as XXX XXXXXX effective 5/1/03
Emerging Markets Equity - renamed Emerging Markets Equity -Class I effective 5/1/03
Global Value Equity - renamed Global Value Equity - Class I effective 5/1/03
International Magnum - renamed International Magnum - Class I effective 5/1/03
U.S. Real Estate - renamed U.S. Real Estate - Class I effective 5/1/03
SALOMON BROTHERS
Variable Capital- - renamed Variable All Cap effective 5/1/03
SUMMIT PINNACLE SERIES
Nasdaq-100 Index
Xxxxxxx 2000 Small Cap Index
S&P MidCap 400 Index
THIRD AVENUE
Third Avenue Value
20
SCHEDULE C-1
------------
Limits and Rules of CEDING COMPANY
1) CEDING COMPANY will determine the GMDB CLAIM (if any) for each VARIABLE
ANNUITY CONTRACT within seven (7) working days of receipt of due proof of
death and all claim forms required under the VARIABLE ANNUITY CONTRACTS.
2) RETAIL ANNUITY PREMIUMS shall not exceed [*] unless the CEDING COMPANY has
granted prior written approval to some other limit.
3) Valid VARIABLE ANNUITY CONTRACT issue ages are 0 through 70 for policies to
which a GMDB rider is attached.
21
SCHEDULE C-2
------------
Limits and Rules of REINSURER
1) The limitation on RETAIL ANNUITY PREMIUM (the "Premium Maximum") for any
VARIABLE ANNUITY CONTRACT is provided in Schedule C-1. If a VARIABLE
ANNUITY CONTRACT has a RETAIL ANNUITY PREMIUM in excess of the Premium
Maximum, and the CEDING COMPANY does not receive written approval from the
REINSURER for such excess amount, then the REINSURER'S Quota Share as
provided in Schedule E will be proportionally reduced as described in
Schedule E.
2) The REINSURER'S liability cannot be increased as a result of CEDING
COMPANY'S actions with respect to contested claims.
3) The REINSURER will not be liable for extra contractual damages (whether
they constitute compensatory damages, statutory penalties, exemplary or
punitive damages) which are awarded against the CEDING COMPANY unless the
REINSURER provided written consent to the action or inaction of the CEDING
COMPANY which resulted in the imposition of extra contractual damages.
4) For purposes of Article III, paragraph C (ii), the limit on cumulative
RETAIL ANNUITY PREMIUMS is [*] multiplied by the REINSURER'S Quota Share as
provided in Schedule E.
5) RETAIL ANNUITY PREMIUMS paid under reinsured ACTIVE CONTRACTS after the
date provided in Article III, paragraph C will continue to be subject to
this Agreement.
6) Any VARIABLE ANNUITY CONTRACT under which a spousal continuation occurs
will continue to be subject to this Agreement if the re-registration occurs
before the date provided in Article III, paragraph C (ii).
7) REINSURER'S liability is restricted to VARIABLE ANNUITY CONTRACTS issued in
the United States of America.
22
SCHEDULE D
----------
REINSURANCE PREMIUM RATE
The Annual REINSURANCE PREMIUM RATE is expressed below in basis points (0.0001):
--------------------------------------------------------------------------------
Benefit Type Issue Ages Annual Reinsurance
Premium Rate (basis points)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7-Year "Step-Up" GMDB 0-70 [*]
--------------------------------------------------------------------------------
1-Year "Step-Up" GMDB 0-70 [*]
--------------------------------------------------------------------------------
"5% Roll-up" GMDB 0-70 [*]
--------------------------------------------------------------------------------
"Greater of" GMDB 0-70 [*]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Subject to the terms and conditions of this Agreement, the REINSURANCE PREMIUM
RATE is guaranteed for all ACTIVE CONTRACTS reinsured under this Agreement.
23
SCHEDULE E
----------
REINSURER'S Quota Share
1) For each VARIABLE ANNUITY CONTRACT under which aggregate RETAIL ANNUITY
PREMIUMS are equal to or less than [*], REINSURER accepts a 100%
Quota Share of the GMDB CLAIMS described in this Agreement, subject to the
limits and other teens and conditions described herein.
2) For each VARIABLE ANNUITY CONTRACT for which aggregate RETAIL ANNUITY
PREMIUMS are in excess of [*], and where the CEDING COMPANY has not
received written approval to include such excess amount, the REINSURER'S
Quota Share percentages shown above shall be reduced by multiplying the
Reinsurer's respective Quota Share percentages by a fraction, the numerator
of which is [*] and the denominator of which is the aggregate RETAIL
ANNUITY PREMIUMS
24
SCHEDULE F
----------
Monthly Reporting Format and Data Requirements
----------------------------------------------
Seriatim Report to be prepared monthly by CEDING COMPANY and delivered to
REINSURER:
--------------------------------------------------------------------------------------------------------
Field Comments
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Report Date YYYYMMDD
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Policy Number or Contract Number
--------------------------------------------------------------------------------------------------------
Policy Issue Date YYYYMMDD
--------------------------------------------------------------------------------------------------------
Policy Tax Status Q or N (Qualified or Non-qualified)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Annuitant Sex M or F
--------------------------------------------------------------------------------------------------------
Annuitant Date of Birth YYYYMMDD
--------------------------------------------------------------------------------------------------------
Annuitant Social Security #
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Joint Annuitant Sex M or F
--------------------------------------------------------------------------------------------------------
Joint Annuitant Date of Birth YYYYMMDD
--------------------------------------------------------------------------------------------------------
Joint Annuitant Social Security #
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Owner Sex M or F
--------------------------------------------------------------------------------------------------------
Owner Date of Birth YYYYMMDD
--------------------------------------------------------------------------------------------------------
Owner Social Security #
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Joint Owner Sex M or F
--------------------------------------------------------------------------------------------------------
Joint Owner Date of Birth YYYYMMDD
--------------------------------------------------------------------------------------------------------
Joint Owner Social Security #
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Return of Premium Death Benefit Value If applicable
--------------------------------------------------------------------------------------------------------
Reset Death Benefit Value If applicable
--------------------------------------------------------------------------------------------------------
Ratchet Death Benefit Value If applicable
--------------------------------------------------------------------------------------------------------
Roll-up Death Benefit Value If applicable
--------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Benefit Value Greatest of above
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Current Account Value
--------------------------------------------------------------------------------------------------------
Current Death Benefit Greater of AV and GMDB
--------------------------------------------------------------------------------------------------------
Current GMDB Net Amount At Risk Max (O,GMDB-AV)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Relevant Life for GMDB Claim A or 0 (Annuitant / Owner)
--------------------------------------------------------------------------------------------------------
GMDB Claim Trigger 1 or 2 (First to die / Second to die)
--------------------------------------------------------------------------------------------------------
25
Reporting Requirements (continued)
----------------------------------
--------------------------------------------------------------------------------------------------------
Field Comments
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Value in Aggressive Growth Funds
--------------------------------------------------------------------------------------------------------
Value in Balanced Funds
--------------------------------------------------------------------------------------------------------
Value in Corporate Bond Funds
--------------------------------------------------------------------------------------------------------
Value in Government Bond Funds
--------------------------------------------------------------------------------------------------------
Value in Growth Funds
--------------------------------------------------------------------------------------------------------
Value in Growth and Income Funds
--------------------------------------------------------------------------------------------------------
Value in High Yield Bond Funds
--------------------------------------------------------------------------------------------------------
Value in International Bond Funds
--------------------------------------------------------------------------------------------------------
Value in International Stock Funds
--------------------------------------------------------------------------------------------------------
Value in Money Market Funds
--------------------------------------------------------------------------------------------------------
Value in Specialty Funds
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Value in General Account
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Termination Date YYYYMMDD
--------------------------------------------------------------------------------------------------------
Termination Reason A (Annuitization), D (Death), 0 (Other)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Total Number of Contracts Split by Benefit Type
--------------------------------------------------------------------------------------------------------
Total Account Value Split by Benefit Type, Age Band, and Fund
Category
--------------------------------------------------------------------------------------------------------
Total GMDB Value Split by Death Benefit Type, Age Band, and
Fund Category
--------------------------------------------------------------------------------------------------------
Total Reinsurance Premium Due
--------------------------------------------------------------------------------------------------------
Total GMDB Claims
--------------------------------------------------------------------------------------------------------
Net Monthly Amount Due
--------------------------------------------------------------------------------------------------------
26
Claims Report to be prepared monthly by CEDING COMPANY and delivered to
REINSURER including the following information:
Seriatim Report Data as of the Date of Notification (the date that death related
paperwork is submitted in full)
Date of Death
Date of Notification
Death Benefit Paid
Death Benefit Amount Paid in Excess of Account Value
0000000
27
