AMENDMENT EX-7b
TO VARIABLE ANNUITY
GUARANTEED MINIMUM DEATH BENEFIT
REINSURANCE AGREEMENT
THIS AMENDMENT TO VARIABLE ANNUITY GUARANTEED MINIMUM DEATH BENEFIT
REINSURANCE AGREEMENT (the "Amendment") is made and entered into effective as of
DECEMBER 31, 2008 (the "AMENDMENT EFFECTIVE DATE"), by and between Xxxxxxx
National Life Insurance Company, Lansing, Michigan (the "CEDING COMPANY"), and
Prudential Atlantic Reinsurance Company Limited (formerly known as Prudential
Atlantic Company Limited), Dublin, Ireland (the "REINSURER").
WITNESSETH:
WHEREAS, the CEDING COMPANY and the REINSURER are pasties to that certain
Variable Annuity Guaranteed Minimum Death Benefit Reinsurance Agreement (the
"Agreement"), as amended, made and entered into effective as of December 31,
2002;
WHEREAS, the CEDING COMPANY and the REINSURER desire to amend Article I,
Article III, Article IV, Article V, Schedule A, and Schedule C of the Agreement
as set forth herein; and
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. DEFINED TERMS. Unless defined herein or the context otherwise requires,
capitalized terms appearing in this Amendment shall have the meaning ascribed to
such terms as set forth in the Agreement.
B. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as set forth in this
Section I3, effective as of the AMENDMENT EFFECTIVE DATE.
B.1. REVISION TO SCHEDULE C OF THE AGREEMENT. Schedule C of the Agreement
is hereby amended by deleting the existing Schedule C and replacing it with
a new Schedule C in the form attached hereto and designated as Schedule C.
C. EFFECT ON AGREEMENT. The execution of this Amendment shall not alter, limit,
restrict, abridge or otherwise amend or affect any of the rights of the parties
hereto as set forth in the Agreement except as explicitly set forth in Section B
of this Amendment. If there is a conflict between the provisions of this
Amendment and the provisions of the Agreement, the provisions of this Amendment
shall control.
D. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
which together shall be considered one and the same agreement and each of which
shall be deemed an original.
E. TITLES AND HEADINGS. All titles and headings to Sections of this Amendment
are inserted for the convenience of the parties, and shall not be used in any
way to modify, limit, construe, or otherwise affect this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed in duplicate on the dates indicated to be effective as of the AMENDMENT,
EFFECTIVE DATE.
Prudential Atlantic Reinsurance Company Xxxxxxx National Life Insurance
Company Limited (formerly known as Prudential
Atlantic Company Limited)
By: XXXXX X XXXXXX By: XXXX X. XXXXX
Name: XXXXX X XXXXXX Name XXXX X. XXXXX
Title: DIRECTOR Title: SVP & CHIEF ACTUARY
Date: 7 APRIL 2009 Date MARCH 31, 2009
SCHEDULE C
MONTHLY REINSURANCE PREMIUM
(Effective as of December 31, 2008)
The monthly reinsurance premium payable pursuant to Article V.B. shall be equal
to a percentage per month of the ASSET BASE as of the EFFECTIVE DATE in the case
of the initial term of this Agreement and as of the applicable RENEWAL DATE in
the case of each renewal term of this Agreement. The applicable percentage(s)
and portion(s) of the ASSET BASE to which the percentages apply are shown in the
table below.
Applicable Portion of
EFFECTIVE DATE ASSET BASE
OR RENEWAL DATE PERCENTAGE TO WHICH APPLIED
December 31, 2002 .XXXX% All
(X.XX basis points)
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2003 (X.XX basis points) issued prior to January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2003 (X.XX basis points) Issues on or after January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2006 (X.XX basis points) issued prior to January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2006 (X.XX basis points) issued on or after January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2007 (X.XX basis points) issued prior to January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2007 (X.XX basis points) issued on or after January 1, 2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
after December 31, 2008 (X.XX basis points) issued prior to January 1.2002
RENEWAL DATES .XXXX% ACTIVE CONTRACTS
AFTER DECEMber 31, 2008 (X.XX basis points) issued on or after January 1,2002
Changes, if any, to this Schedule C shall be determined prior to each RENEWAL
DATE by the REINSURER. The REINSURER shall determine such future reinsurance
premiums based on analysis consistent with that prescribed in paragraph 26 of
"Statement of Position 03-1: Accounting and Reporting by Insurance Enterprises
for Certain Nontraditional Long-Duration Contracts and for Separate Accounts,"
issued by the Accounting Standards Executive Committee of the Financial
Accounting Standards Board..
