AUTOMATIC REINSURANCE AGREEMENT
between
TRAVELERS INSURANCE COMPANY
its subsidiary
TRAVELERS LIFE AND ANNUITY COMPANY
Hartford, Connecticut
(hereinafter referred to collectively as the CEDING COMPANY)
and
AXA RE LIFE INSURANCE COMPANY
now known as
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
as of September 14, 0000
Xxx Xxxx, Xxx Xxxx
(hereinafter referred to as the REINSURER)
EFFECTIVE MAY 18, 2000
THIS AGREEMENT WILL HEREINAFTER BE REFERRED TO AS AGREEMENT NO. 2000-15
CONTENTS
ARTICLES PAGE
I. Scope of Agreement 1
II. Commencement and Termination of Liability 2
III. Oversights and Clerical Errors 3
IV. Net Amount at Risk 4
V. Reinsurance Premiums 5
VI. Reinsurance Administration 6
VII. Settlement of Claims 7-8
VIII. Reinsurance Credit 9
IX. Recapture Privileges 10
X. Inspection of Records 11
XI. Insolvency 12
XII. Negotiation 13
XIII. Arbitration 14
XIV. Right to Offset Balances Due 15
XV. Contract and Program Changes 16
XVI. Confidentiality 17
XVII. Miscellaneous 18
XVIII. Severability 19
XIX. DAC Tax 20
XX. Duration of Agreement 21
XXI. Execution of Agreement 22
SCHEDULES
A. Plans of Reinsurance
B. Investment Funds
C. Data Layout
EXHIBITS
I. 1994 Variable Annuity MGDB Mortality Table
II. Reinsurance Premiums
III. Benefit Limitation Rule
IV. Confidentiality and Non-Disclosure Agreement
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
i
All provisions of this Agreement are subject to the laws of the State of
Delaware.
ARTICLE I
SCOPE OF AGREEMENT
A. On and after May 18, 2000 (Effective Date), the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept, a quota share percentage (defined in Schedule A) of
the MNAR (defined in Article IV), generated prior to termination of the
REINSURER's liability (defined in Article II), by the Guaranteed Minimum
Death Benefit (GMDB) provisions within the variable annuity contracts
issued by the CEDING COMPANY as set forth in Schedule A.
B. The REINSURER's maximum aggregate VNAR (defined in Article IV) claim
payment in any one calendar year shall not exceed two hundred (200) basis
points of the REINSURER's quota share percentage of the average aggregate
account value over each respective calendar year of coverage. This average
shall be calculated by way of a trapezoidal rule as shown in Exhibit III.
C. The REINSURER's annual aggregate SCNAR (defined in Article IV) claim
payment has no independently calculated annual aggregate claim limit.
D. The REINSURER's maximum MNAR (defined in Article IV) claim payment on any
individual life reinsured hereunder shall be limited to two million dollars
($2,000,000) multiplied by the quota share percentage reinsured by the
REINSURER.
E. This Agreement covers only the CEDING COMPANY's contractual liability for
claims paid under variable annuity contract forms specified in Schedule A
and supported by investment funds specified in Schedule B and its
Amendments, that were submitted to the REINSURER prior to their issuance.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 1
ARTICLE II
COMMENCEMENT AND TERMINATION OF LIABILITY
A. On reinsurance ceded under the terms of this Agreement, the liability of
the REINSURER shall commence simultaneously with that of the CEDING
COMPANY. The liability under this Agreement will terminate either in
accordance with the Duration of Agreement provisions of this Agreement as
stated in Article XX, or, for an individual contract, upon the earliest of
the following occurrences defined in the contract(s) reinsured hereunder:
1. the date the owner elects to fully annuitize;
2. full surrender or termination of the contract;
3. the death of the owner or annuitant where such death triggers the
payment of a contractual death benefit;
4. attainment of the maximum annuitization age or attained age 95, if
earlier.
B. The REINSURER shall be liable to reimburse claims only on those deaths
where the actual date of death is on or after May 18, 2000, in accordance
with Article VII.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 2
ARTICLE III
OVERSIGHTS AND CLERICAL ERRORS
A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if this is shown to be unintentional
and the result of a misunderstanding, oversight or clerical error on the
part of either the CEDING COMPANY or the REINSURER, then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had no such oversight,
misunderstanding or clerical error occurred. Such conditions are to be
reported and corrected promptly after discovery.
B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a contract it should have reinsured under this
Agreement, the CEDING COMPANY will take prompt, reasonable and necessary
steps to ensure that similar oversights do not recur. Then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had the CEDING COMPANY ceded such
reinsurance at the original date. If the REINSURER receives no evidence
that the CEDING COMPANY has taken action to remedy such a situation, the
REINSURER reserves the right to limit its liability to reported contracts
only.
C. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDING COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement. Any negligent
or deliberate acts or omissions by the REINSURER regarding the reinsurance
provided are the responsibility of the REINSURER and its liability insurer,
if any, but not that of the CEDING COMPANY.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 3
ARTICLE IV
NET AMOUNT AT RISK
A. The MNAR (mortality net amount at risk) for each variable annuity contract
reinsured hereunder shall be equal to the following:
MNAR = VNAR + SCNAR where:
- VNAR (Variable Net Amount at Risk) = Maximum (a, b) multiplied by the
quota share percentage (defined in Schedule A) where:
a = (Contractual Death Benefit - Account Value)
b = 0
- SCNAR (Surrender Charge Net Amount at Risk) = Surrender Charges
multiplied by the quota share percentage
B. The death benefit and the surrender charges will be as described in the
variable annuity contract forms specified in Schedule A.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 4
ARTICLE V
REINSURANCE PREMIUMS
A. The reinsurance premium is an asset-based premium rate that varies by
underlying GMDB design and that is applied to the average aggregate account
value in force over the reporting period multiplied by the quota share
percentage reinsured by the REINSURER. The reporting period is monthly.
B. The annualized reinsurance premium rates are shown in Exhibit II and are
expressed in terms of basis points. In practice, they shall be applied on a
monthly basis by utilizing one-twelfth (1/12(th)) of the annualized rates.
C. The premium rates shall be based on the oldest person of a multiple life
status.
D. The total reinsurance premium due and payable in the first month shall at
least equal one thousand five hundred dollars ($1,500). Thereafter, the
minimum reinsurance premium that is due and payable shall increase by one
thousand two hundred dollars ($1,200) for each month after the first month
until it reaches seven thousand five hundred dollars ($7,500) six months
after the Effective Date of this Agreement. The total reinsurance premium
that is due and payable in any month thereafter shall at least equal seven
thousand five hundred dollars ($7,500).
E. For contracts with a MNAR in excess of one million dollars ($1,000,000),
an additional reinsurance premium shall be due. The additional premium is a
monthly YRT rate which is applied to the MNAR in excess of one million
dollars ($1,000,000) but less than two million dollars ($2,000,000), and is
equal to one-twelfth (1/12(th)) of one hundred percent (100%) of the 1994
Variable Annuity MGDB Mortality Table (Exhibit I) which is the 1994 GAM
Basic Table increased by ten percent (10%) for margins and contingencies,
without projection.
F. The reinsurance premium structure described above shall remain in effect
as long as the death benefit design, contract fees, mortality and expense
charges, administration fees and surrender charges in effect at the
inception of this Agreement remain unchanged.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 5
ARTICLE VI
REINSURANCE ADMINISTRATION
A. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY will furnish the REINSURER with a seriatim electronic report as
detailed in Schedule C, for each contract specified in Schedule A, valued
as of the last day of that month.
B. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER with a separate paper report
summarizing the following:
1. reinsurance premiums due to the REINSURER separate for each premium
class as shown in Exhibit II;
2. benefit claim reimbursements due to the CEDING COMPANY in total and
broken down by VNAR and SCNAR.
C. If the net balance is due to the REINSURER, the amount due shall be
remitted with the report statement. If the net balance is due to the CEDING
COMPANY, the REINSURER shall remit the amount to the CEDING COMPANY within
ten (10) days of receipt of the report.
D. Furthermore, the REINSURER will use the summary data in Schedule C to
calculate and monitor its maximum annual aggregate VNAR liability
throughout the calendar year. Upon the receipt of the final report for the
calendar year, the REINSURER will "true-up" benefit claim reimbursements,
if necessary, for that calendar year.
E. Other
1. The REINSURER reserves the right to charge interest [if (a) and/or
(b) below occur] based on the ninety-(90) day Federal Government
Treasury Xxxx as first published by the Wall Street Journal in the
month following the end of the billing period plus fifty (50) basis
points. The method of calculation shall be simple interest (360-day
year) and applied as follows:
(a) if premiums are not paid within sixty (60) days of the due date
referenced in Paragraph X.x. of this Article;
(b) if premiums for first year business are not paid within one
hundred and eighty (180) days of the effective date of the
policy.
2. The REINSURER will have the right to terminate this Agreement when
premium payments are more than ninety (90) days past due by giving
ninety (90) days written notice of termination to the CEDING COMPANY.
As of the close of the last day of this ninety-(90) day notice period,
the REINSURER's liability for all risks reinsured associated with the
defaulted premiums under this Agreement will terminate. The first day
of the ninety-(90) day notice of termination will be the day the
notice is received in the mail by the CEDING COMPANY or if the mail is
not used, the day it is delivered to the CEDING COMPANY. If all
premiums in default are received within the ninety-(90) day time
period, the Agreement will remain in effect.
3. Payments between the CEDING COMPANY and the REINSURER may be paid net
of any amount due and unpaid under this Agreement.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 6
ARTICLE VII
SETTLEMENT OF CLAIMS
A. The claims that are eligible for reimbursement are only those that the
CEDING COMPANY is contractually required to pay on deaths that occur on or
after the Effective Date of this Agreement, subject to the benefit
limitations described in Article I.
B. In the event the CEDING COMPANY provides satisfactory proof of claim
liability to the REINSURER, claim settlements made by the CEDING COMPANY
shall be unconditionally binding on the REINSURER. In every case of claim,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient.
C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured contractual death
benefits paid in that month, based on the net amount at risk definition set
forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY,
as provided in Article VI, for the reinsured benefits.
D. Settlements by the REINSURER shall be in a lump sum regardless of the mode
of payment made by the CEDING COMPANY.
E. In no event will the REINSURER participate in punitive or compensatory
damages, which are awarded against the CEDING COMPANY as a result of an
act, omission or course of conduct committed solely by the CEDING COMPANY
in connection with the insurance reinsured under this Agreement. The
REINSURER shall, however, pay its share of statutory penalties awarded
against the CEDING COMPANY in connection with insurance reinsured under
this Agreement if the REINSURER elected to join in the contest of the
coverage in question.
The parties recognize that circumstances may arise in which equity would
require the REINSURER, to the extent permitted by law, to share
proportionately in certain assessed situations in which the REINSURER was
an active party and directed, consented to, or ratified the act, omission
or course of conduct of the CEDING COMPANY which ultimately resulted in the
assessment of the extra-contractual damages, other than statutory damages.
In such situations, the REINSURER and the CEDING COMPANY shall share such
damages so assessed, in equitable proportions. For the purposes of this
provision, the following definitions will apply:
- "Punitive Damages" are those damages awarded as a penalty, the amount
of which is neither governed nor fixed by statute.
- "Statutory Penalties" are those amounts awarded as a penalty, but
fixed in amount by statute.
- "Compensatory Damages" are those amounts awarded to compensate for
the actual damages sustained and are not awarded as a penalty, nor
fixed in amount by statute.
If the REINSURER declines to be party to the contest, compromise or
litigation of a claim, it will pay its full share of the amount reinsured,
as if there had been no contest, compromise or litigation. In addition, the
REINSURER will pay its proportionate share of covered expenses incurred to
the date it notifies the CEDING COMPANY that it declines to be a party to
the contest, compromise or litigation of a claim.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 7
ARTICLE VII - SETTLEMENT OF CLAIMS
(continued)
F. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits, provided the
REINSURER makes payment of the amount of reinsurance to the CEDING COMPANY,
as described in the above paragraph.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 8
ARTICLE VIII
REINSURANCE CREDIT
A. It is the intention of both the REINSURER and the CEDING COMPANY that the
CEDING COMPANY qualify for reinsurance reserve credit in all States for
reinsurance ceded hereunder. The REINSURER, at its sole cost and expense,
shall do all that is necessary to comply with the insurance laws and
regulations of all States in order to enable the CEDING COMPANY to take
reserve credit for the reinsurance ceded hereunder, including delivery of
any reports required thereunder.
B. In the event that the REINSURER loses authorization in any State in which
it was authorized on the Effective Date of this Agreement, the REINSURER
shall, within ninety (90) days of the date it loses authorization, take any
necessary actions (e.g., obtain a Letter of Credit), at its sole cost and
expense, to insure that the CEDING COMPANY continues to qualify for
reinsurance reserve credit as described in Paragraph A, above.
C. Should the REINSURER fail to take the actions described in Paragraphs A
and B of this Article, and if for this reason, and this reason alone, the
CEDING COMPANY ceases to qualify for reinsurance reserve credit as
described herein, then the CEDING COMPANY has the right immediately to
terminate this Agreement for new business and to recapture all the
reinsurance in force, without a recapture fee. The CEDING COMPANY shall
provide written notification to the REINSURER of its intent to terminate
the Agreement and recapture the reinsurance as of the effective date of the
notice. Thereafter the REINSURER's liability hereunder ceases.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 9
ARTICLE IX
RECAPTURE PRIVILEGES
The CEDING COMPANY may recapture existing reinsurance in force in accordance
with the following rules:
A. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.
B. No recapture will be made unless reinsurance has been in force for fifteen
(15) years.
C. Recapture will only be available provided the total carryforward, upon
release of treaty reserves, is in a positive position. The total
carryforward is defined as the sum of the carryforwards of this Agreement
and the complementary GMIB Agreement, if any, that reinsures the same
related contracts.
D. The carryforward for each Agreement is defined as the current period's
reinsurance premium, minus all reinsurance claims paid under this Agreement
for the current period, minus a two-and-one-half (2.5) basis point annual
expense allowance applied against the average aggregate Account Value for
the current period, minus the change in treaty reserves from the prior
period to the current period, plus the prior period's loss carryforward.
The monthly carryforward amount is accumulated at the ninety-(90) day
Federal Government Treasury Xxxx rate as published in the Wall Street
Journal on the first business day of the current period plus two percent
(2%).
E. Upon election, recapture shall occur ratably over a thirty-six (36) month
period (i.e., every month the initial quota share percentage reduces 2.78%
times the initial quota share percentage). It is irrevocable once elected.
F. It is the responsibility of the CEDING COMPANY to determine the
carryforward, based on the method described above.
G. In addition to the right to recapture existing reinsurance in force as
described under this Article, the CEDING COMPANY may recapture in
accordance with the terms of Article VIII and Article XI hereof.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 10
ARTICLE X
INSPECTION OF RECORDS
A. The REINSURER, or its duly appointed representatives, shall have the right
at all reasonable times and for any reasonable purpose to inspect at the
office of the CEDING COMPANY all records referring to reinsurance ceded to
the REINSURER.
B. Relating to the business reinsured hereunder, the CEDING COMPANY or its
duly appointed representatives shall have the right at all reasonable times
and for any reasonable purpose, to inspect at the office of the REINSURER
all records referring to reinsurance ceded from the CEDING COMPANY.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 11
ARTICLE XI
INSOLVENCY
A. In the event of the insolvency of the CEDING COMPANY, all reinsurance will
be payable, on the basis of the liability of the CEDING COMPANY on the
policies reinsured, directly to the CEDING COMPANY or its liquidator,
receiver or statutory successor without diminution because of the
insolvency of the CEDING COMPANY.
B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver
or statutory successor will, within a reasonable time after any claim is
filed in the insolvency proceeding, give written notice to the REINSURER of
all pending claims against the CEDING COMPANY or any policies reinsured.
While a claim is pending, the REINSURER may investigate such claim and
interpose, at its own expense, in the proceedings where the claim is
adjudicated, any defense or defenses which it may deem available to the
CEDING COMPANY or its liquidator, receiver or statutory successor. The
expenses incurred by the REINSURER will be chargeable, subject to court
approval, against the CEDING COMPANY as part of the expense of liquidation
to the extent of a proportionate share of the benefit which may accrue to
the CEDING COMPANY solely as a result of the defense undertaken by the
REINSURER. Where two or more reinsurers are participating in the same claim
and a majority in interest elect to interpose a defense or defenses to any
such claim, the expenses will be apportioned in accordance with the terms
of the Reinsurance Agreement as though such expense had been incurred by
the CEDING COMPANY.
C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in
favor of or against either the REINSURER or CEDING COMPANY with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
will be offset, and only the balance will be allowed or paid. However, in
the event of liquidation, the REINSURER may offset against undisputed
amounts which are due and payable to the CEDING COMPANY, only those
undisputed amounts due the REINSURER which are not more than one hundred
and eighty (180) days past due at the date of the court order of
liquidation.
D. In the event of insolvency of the REINSURER, the CEDING COMPANY may elect
to recapture immediately all reinsured benefits upon written notice to the
REINSURER, its liquidator, receiver or statutory successor. The CEDING
COMPANY shall also have a claim on the REINSURER for any reinsurance credit
amounts including reserves, unearned premiums and other amounts due the
CEDING COMPANY on such reinsurance, at the date of recapture. If the CEDING
COMPANY does not elect to recapture such reinsurance, the liability of the
REINSURER shall not terminate, but shall continue with respect to the
reinsurance ceded to the REINSURER and the CEDING COMPANY shall have a
security interest in any and all sums held by or under deposit in the name
of the REINSURER.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 12
ARTICLE XII
NEGOTIATION
A. Within ten (10) days after one of the parties has given the other the
first written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location as early as possible and as often as
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information will
be honored. The designated officers will decide the specific format for
such discussions.
B. If the officers cannot resolve the dispute within thirty (30) days of
their first meeting, the parties will agree to submit the dispute to formal
arbitration. However, the parties may agree in writing to extend the
negotiation period for an additional thirty (30) days.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 13
SCHEDULE A
PLANS OF REINSURANCE
A. Quota Share Percentage: 100%
B. Issue Dates:
New Policies issued on or after May 18, 2000.
Policies issued on or after March 1, 1999 and still in force on May 18,
2000.
C. GMDB Reinsured:
Standard (Basic) Benefit for issue ages 0-80: Return of Net Considerations
The Standard death benefit guarantees that upon death the beneficiary
receives:
1) Contract value; or
2) Total purchase payments less any withdrawal adjustments.
Optional Enhanced Benefit for issue ages 0-80
The Optional death benefit provides for the greatest of three possible
values:
1) Contract value;
2) Total purchase payments less any withdrawal adjustments; or
3) The maximum "step-up" death benefit value associated with any
contract anniversary beginning with the 5(th) anniversary and
continuing through until the contract anniversary occurring on or
before the annuitant's 76(th) birthday.
If the annuitant is age 70 through age 75 when the contract is purchased,
the Optional death benefit is the same as the above except that the step-up
death benefit value is calculated once, on the 5(th) contract anniversary.
If the annuitant is age 76 through 80 when the contract is purchased, the
Optional death benefit is the greater of 1) or 2) above.
Note: The Benefits are more fully described in the Policy Forms listed
under Paragraph D, Related Contracts, below.
D. Related Contracts:
Travelers Retirement Account Policy Forms (and state variations):
- TL-22205 / L-22205
- TL-22206 / L-22206
- TL-22229 / L-22229
- TL-22230 / L-22230
Rider Numbers (and state variations):
Form or Rider Individual Group (Discretionary & True)
-------------------------- ------------------ ---------------------------
XXX Xxxxx TL-14543 / L14543 XX-00000 / X-00000
XXX Xxxxx XX-14544 / X-00000 XX-00000 / X-00000
P/PS Xxxxx XX-14534 / X-00000 XX-00000 / X-00000
457 Xxxxx XX-22189 / L-22189 TL-22189 / L-22189
Transfer Endorsement Xxxxx XX-00000 / X-00000 XX-00000 / X-00000
Xxxxxxx Benefits Rider** TL-22207 / L-22207 TL-22207 / L-22207
Nursing Home Rider** TL-22208 / L-22208 TL-22208 / L-22208
---------
** Not available on 457 Contracts
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
SCHEDULE B
INVESTMENT FUNDS
FUNDS STATUS CHANGES
----------------------------------------------- ---------------------
HIGH YIELD BOND TRUST
MANAGED ASSETS TRUST
MONEY MARKET PORTFOLIO
CAPITAL APPRECIATION FUND
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
JANUS ASPEN SERIES
Worldwide Growth Portfolios - Service Shares
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Variable Capital Fund
Variable Investors Fund
Variable Total Return Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Xxxxxxx Value Fund II
THE XXXXXXXXXX FUNDS III
Xxxxxxxxxx Variable Series: Growth Fund
THE TRAVELERS SERIES TRUST
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Xxxxxx Diversified Income Portfolio
Xxxxx Xxxxxx High Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Large Capitalization Growth Portfolio
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
SCHEDULE B
INVESTMENT FUNDS
FUNDS STATUS CHANGES
--------------------------------------------- ------------------------------
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio - Service Class 2
WARBURG PINCUS TRUST
Emerging Markets Portfolio
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
ARTICLE XIII
ARBITRATION
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute that arises out of or relates to
this Agreement, the dispute will be decided through arbitration. The
arbitrators will base their decision on the terms and conditions of this
Agreement and, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law. There will be no appeal of their written decision, and
any court having jurisdiction of the subject matter and the parties, may
reduce that decision to judgement.
B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
C. There will be three arbitrators who will be current or former officers of
life insurance companies other than the contracting companies or affiliates
thereof. Each of the contracting companies will appoint one of the
arbitrators and these two arbitrators will select the third. If either
party refuses or neglects to appoint an arbitrator within thirty (30) days,
the other party may appoint the second arbitrator. If the two arbitrators
do not agree on a third arbitrator within thirty (30) days of their
appointment, then the appointment of said arbitrator shall be left to the
President of the American Arbitration Association. Once chosen, the
arbitrators are empowered to decide all substantive and procedural issues
by majority vote.
D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Section A of this Article.
E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than three (3) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warranted by the
facts and issues of the particular case. At least ten (10) days prior to
the arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any objections raised concerning it.
Each party may examine any witnesses who testify at the arbitration
hearing.
F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 14
ARTICLE XIV
RIGHT TO OFFSET BALANCES DUE
The CEDING COMPANY and the REINSURER shall have, and may exercise at any time,
the right to offset any balance or balances due one party to the other, its
successors or assignees, against balances due to the other party under this
Agreement or under any other Agreements or Contracts previously or subsequently
entered into between the CEDING COMPANY and the REINSURER. This right of offset
shall not be affected or diminished because of the insolvency of either party to
this Agreement.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 15
ARTICLE XV
CONTRACT AND PROGRAM CHANGES
A. The CEDING COMPANY may amend, substitute, add or delete variable
investment funds to the investment options supporting the annuity contract
as described in the contract general provisions. No such change shall be
made by the CEDING COMPANY without PRIOR notification to the REINSURER and
without the prior approval of the Securities and Exchange Commission (SEC),
if necessary. The CEDING COMPANY agrees to maintain at all times a
satisfactory selection of core investment options with characteristics
similar to those listed in Schedule B.
B. The CEDING COMPANY shall also give the REINSURER ADVANCE notice of any
other changes to its annuity product design and/or death benefit design,
its fees and charges, its distribution systems and/or methods, or the
addition of any riders to any contract forms reinsured hereunder.
C. Should any such change as stated above result in a material change in the
underlying risk, the REINSURER shall have the right to modify, for that
product line only, any of the terms of this Agreement in order to restore
the REINSURER to its original position. For the purposes of this Agreement,
material is understood to mean a substantial variance from either the
original pricing profile or the past experience on this account, that is
expected to be permanent or long-lasting.
D. The CEDING COMPANY agrees to provide the REINSURER with all contractholder
communications as though the REINSURER were a contractholder in the
State of Delaware.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 16
ARTICLE XVI
CONFIDENTIALITY
A. This Agreement incorporates the confidentiality agreement previously
agreed to between the parties on October 26, 1998 (Exhibit IV). All matters
with respect to this Agreement require the utmost good faith of both
parties. Both the CEDING COMPANY and the REINSURER shall hold confidential
and not disclose or make competitive use of any shared proprietary
information unless otherwise agreed to in writing, or unless the
information otherwise becomes publicly available, or the disclosure of
which is required for retrocession purposes, or has been mandated by law,
or is duly required by external auditors.
B. The REINSURER will treat all information received by the CEDING COMPANY as
confidential information and will use good faith efforts to keep such
information private and secure. The REINSURER will abide, where
appropriate, by "Citigroup's Global Privacy Promise" which is attached in
Exhibit IV-1. However, the CEDING COMPANY must recognize that, while doing
so, the REINSURER needs to share certain information with Auditors,
Regulators and Retrocessionaires in the normal course of conducting
business.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 17
ARTICLE XVII
MISCELLANEOUS
A. This Agreement shall constitute the entire Agreement between the parties
with respect to business reinsured hereunder. There is no understanding
between the parties other than as expressed in this Agreement and any
change or modification of this Agreement shall be null and void unless made
by Amendment to the Agreement and signed by both parties.
B. Any notice or communication given pursuant to this Reinsurance Agreement
must be in writing and either 1) delivered personally, 2) sent by facsimile
or other similar transmission to a number specified in writing by the
recipient, 3) delivered by overnight express, or 4) sent by Registered or
Certified Mail, Postage Prepaid, Return Receipt Requested, as follows:
If to CEDING COMPANY: Travelers Insurance Company
Xxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
If to the REINSURER: AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, 00(xx) Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
1) if delivered personally or by overnight express, be deemed given upon
delivery; 2) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and 3) if sent
by Registered or Certified mail, be deemed given when marked Postage
Prepaid by the sender's terminal. Any party from time-to-time may change
its address, but no such notice of change will be deemed to have been given
until it is actually received by the party sought to be charged with the
contents thereof.
C. This Agreement shall be binding to the parties and their respective
successors and permitted assignees. Neither party shall have the right to
assign or transfer any portion of the rights, duties and obligations of the
other party under the terms and conditions of this Agreement without the
prior written approval of the other party, except as provided in Article
XI, D.
D. This Agreement is an indemnity reinsurance agreement solely between the
CEDING COMPANY and the REINSURER. The acceptance of reinsurance hereunder
shall not create any right or legal relation whatever between the REINSURER
and the annuitant, owner, beneficiary or any other party under any
contracts of the CEDING COMPANY which may be reinsured hereunder; the
CEDING COMPANY shall be and remain solely liable to such parties under such
contracts reinsured hereunder.
E. All financial transactions under this Agreement shall be made in U. S.
dollars.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 18
ARTICLE XVIII
SEVERABILITY
If any provision of this Agreement is determined to be invalid or unenforceable,
such determination will not affect or impair the validity or the enforceability
of the remaining provisions of this Agreement.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 19
ARTICLE XIX
DAC TAX
TREASURY REGULATION SECTION 1.848-2(G)(8) ELECTION
The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992,
under Section 848 of the Internal Revenue Code 1986, as amended. This election
shall be effective for 2000 and all subsequent taxable years for which this
Agreement remains in effect.
A. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.
B. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.
C. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of IRC Section 848(c)(1).
D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.
E. The CEDING COMPANY will submit to the REINSURER by April 1st of each year,
a schedule of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.
F. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY in writing within thirty (30) days of the
REINSURER's receipt of the CEDING COMPANY's calculation. If the REINSURER
does not notify the CEDING COMPANY, the REINSURER will report the net
consideration as determined by the CEDING COMPANY in the REINSURER's tax
return for the previous calendar year.
G. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount within thirty (30) days of the date the REINSURER
submits its alternate calculation. If the REINSURER and CEDING COMPANY
reach agreement on an amount of net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 20
ARTICLE XX
DURATION OF AGREEMENT
A. This Agreement shall be unlimited as to its duration but may be reduced or
terminated as provided in this Article, below.
B. This Agreement shall be open for new business for a minimum of three (3)
years as measured from the Effective Date of this Agreement subject to a
limit of three billion dollars ($3,000,000,000) of total new considerations
to the CEDING COMPANY divided by the quota share percentage as described in
Schedule A. Anytime on or after the third anniversary of this Agreement,
and upon one hundred and eighty (180) days written notice, or anytime on or
after attainment of three billion dollars ($3,000,000,000) of total new
considerations, either the CEDING COMPANY or the REINSURER may cancel this
Agreement for new business unilaterally or amend the terms of reinsurance
for new business by mutual agreement. The facility may be renewed
thereafter, subject to mutually accepted terms.
C. The terms of this Agreement may be altered due to the actual insolvency
(either party is in the liquidation process) of the REINSURER or the CEDING
COMPANY.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 21
ARTICLE XXI
EXECUTION OF AGREEMENT
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of May 18, 2000.
TRAVELERS INSURANCE COMPANY
TRAVELERS LIFE AND ANNUITY COMPANY
By: -s- [ILLEGIBLE] Date: 10/31/01
--------------------------------------
Name/Title 2nd VP & Actuary
Attest: -s- Xxxxxxx X. Xxxxx
--------------------------------------
Name/Title Xxxxxxx X. Xxxxx, Counsel
AXA RE LIFE INSURANCE COMPANY (now known as AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY as of September 14, 2000)
By: -s- Xxxxxxx X. Xxxx Date: 30 April 2001
--------------------------------------
Xxxxxxx X. Xxxx, President
By: -s- Xxxx Xxxxxxxxx
---------------------------------------
Xxxx Xxxxxxxxx, Assistant Vice President
Attest: -s- Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000 Page 22
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(continued)
FIELD DESCRIPTION COMMENTS
GMDB/EEB SECTION (If applicable)
-------------------------------
Mortality Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death Claim Trigger A = Annuitant, O = Owner, 1 = 1st to die, 2 = 2nd to die
(e.g., A2 = payable upon death of second of joint annuitants)
Current Ratchet Value If Applicable
Current Reset Value If Applicable
Current Rollup Value If Applicable
Current Return of Premium Value If Applicable
Minimum Guaranteed Death Benefit
Contract Death Benefit Greater of Account Value and Minimum Guaranteed Death Benefit
Mortality Risk VNAR Max [Contractual Death Benefit - Account Value), 0]
SCNAR Surrender Charge, if applicable
EEMARAV less Net Purchase Payments Gain If Applicable
Gain Cap If Applicable
GMIB SECTION (If applicable)
---------------------------
GMIB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Income Benefit Elected 01 = option 1, 02 = option 2, etc.
Expiration of Waiting Period YYYYMMDD
GMIB Annuitization Date YYYYMMDD - actual date
Most Recent GMIB Step-up / Reset Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
IBB Amount
GMIB IBNAR Amount Calculated using an individual life annuity form with 10 years certain
Treasury Rate Used in IBNAR calculation
GMAB SECTION (If applicable)
---------------------------
GMAB Indicator Y = benefit elected, N = benefit not elected, NA = not applicable
Accumulation Benefit Elected 01 = option 1, 02 = option 2, etc.
Maturity Date YYYYMMDD
Most Recent GMAB Step-up / Rollover Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
GMAB Guaranteed Value Current Value
GMAB NAR Max [(GMAB Guaranteed Value - Account Value), 0]
Account Value Current total value
Surrender Charge If reinsured
Cumulative Deposits Total premiums
Cumulative Withdrawals Total withdrawals
Net Purchase Payments Total premiums less total withdrawals (proportional adjustment)
Deposits made in quarter of death dollar value
Quota Share reinsured percentage
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(continued)
FIELD DESCRIPTION COMMENTS
Funding Vehicle Values:
-----------------------
"MorningStar" designations (US)
Aggressive Growth
Balanced
Corporate Bond
Government Bond
Growth
Growth and Income
High Yield Bond
International Bond
International Stock
Money Market
Specialty Fund
"Financial Post" designations (Canada)
Asia-Pacific
Balanced
Bond
Canadian Equity
Dividend
European Equity
Global Equity
International Equity
North American Equity
Other
United States Equity
Fixed Account
Dollar Cost Averaging
Note: total of funding vehicles should equal account value.
Termination Information:
------------------------
Termination Date YYYYMMDD, If applicable
Reason for Termination Death (D), Annuitization (A), 1035 Exchange (X), GMIB Election (I), Other (O).
Cause of Death If applicable. Use your Cause of Death code, and provide translation
Summary Information: For reconciliation purposes (may be paper summary)
--------------------
Total number of records Monthly aggregate information by GMIB Design, GMAB Design, and
Pricing Cohort (if applicable)
Total of each dollar field Monthly aggregate information by GMIB Design, GMAB Design, and
Pricing Cohort (if applicable)
Note: All values to nearest dollar
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
EXHIBIT I
1994 VARIABLE ANNUITY MGDB MORTALITY TABLE
(applied age last birthday)
Age Male Qx Female Qx
-------- ------- ---------
1 0.000587 0.000519
2 0.000433 0.000358
3 0.000350 0.000268
4 0.000293 0.000218
5 0.000274 0.000201
6 0.000263 0.000188
7 0.000248 0.000172
8 0.000234 0.000158
9 0.000231 0.000154
10 0.000239 0.000159
11 0.000256 0.000169
12 0.000284 0.000185
13 0.000327 0.000209
14 0.000380 0.000239
15 0.000435 0.000271
16 0.000486 0.000298
17 0.000526 0.000315
18 0.000558 0.000326
19 0.000586 0.000333
20 0.000613 0.000337
21 0.000642 0.000340
22 0.000677 0.000343
23 0.000717 0.000344
24 0.000760 0.000344
25 0.000803 0.000346
26 0.000842 0.000352
27 0.000876 0.000364
28 0.000907 0.000382
29 0.000935 0.000403
30 0.000959 0.000428
31 0.000981 0.000455
32 0.000997 0.000484
33 0.001003 0.000514
34 0.001005 0.000547
35 0.001013 0.000585
36 0.001037 0.000628
37 0.001082 0.000679
38 0.001146 0.000739
39 0.001225 0.000805
40 0.001317 0.000874
41 0.001424 0.000943
42 0.001540 0.001007
43 0.001662 0.001064
44 0.001796 0.001121
45 0.001952 0.001186
46 0.002141 0.001269
47 0.002366 0.001371
48 0.002618 0.001488
49 0.002900 0.001619
50 0.003223 0.001772
51 0.003598 0.001952
52 0.004019 0.002153
53 0.004472 0.002360
54 0.004969 0.002589
55 0.005543 0.002871
56 0.006226 0.003241
57 0.007025 0.003713
58 0.007916 0.004270
59 0.008907 0.004909
60 0.010029 0.005636
61 0.011312 0.006460
62 0.012781 0.007396
63 0.014431 0.008453
64 0.016241 0.009611
65 0.018191 0.010837
66 0.020259 0.012094
67 0.022398 0.013318
68 0.024581 0.014469
69 0.026869 0.015631
70 0.029363 0.016957
71 0.032169 0.018597
72 0.035268 0.020599
73 0.038558 0.022888
74 0.042106 0.025453
75 0.046121 0.028372
76 0.050813 0.031725
77 0.056327 0.035505
78 0.062629 0.039635
79 0.069595 0.044161
80 0.077114 0.049227
81 0.085075 0.054980
82 0.093273 0.061410
83 0.101578 0.068384
84 0.110252 0.075973
85 0.119764 0.084432
86 0.130583 0.094012
87 0.143012 0.104874
88 0.156969 0.116968
89 0.172199 0.130161
90 0.188517 0.144357
91 0.205742 0.159461
92 0.223978 0.175424
93 0.243533 0.192270
94 0.264171 0.210032
95 0.285199 0.228712
96 0.305931 0.248306
97 0.325849 0.268892
98 0.344977 0.290564
99 0.363757 0.313211
100 0.382606 0.336569
101 0.401942 0.360379
102 0.422569 0.385051
103 0.445282 0.411515
104 0.469115 0.439065
105 0.491923 0.465584
106 0.511560 0.488958
107 0.526441 0.507867
108 0.536732 0.522924
109 0.543602 0.534964
110 0.547664 0.543622
111 0.549540 0.548526
112 0.550000 0.550000
113 0.550000 0.550000
114 0.550000 0.550000
115 1.000000 1.000000
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
EXHIBIT II
REINSURANCE PREMIUMS
REINSURANCE GUARANTEED
BENEFIT DESIGN ISSUE AGES PREMIUMS* MAXIMUM
Standard: Return of Net Considerations 0-80 9.5 21.0
Optional: Annual Ratchet beginning in 5(th) 0-80 13.0 28.0
Year
----------
* The current premium rate shall be in effect for a minimum of twenty (20)
years from the Effective Date of this Reinsurance Agreement. Thereafter, it
may be increased based on expected experience but not beyond the stated
guaranteed maximum rates shown.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
EXHIBIT III
BENEFIT LIMITATION RULE
TRAPEZOIDAL RULE
Average Aggregate Account Value inforce in calendar year Z equals:
AV(Jan(B))
---------- +
24
AV(Feb(B)) + AV(Mar(B)) + AV(Apr(B)) + AV(May(B))
------------------------------------------------- +
12
AV(Jun(B)) + AV(Jul(B)) + AV(Aug(B)) + AV(Sep(B))
------------------------------------------------- +
12
AV(Oct(B)) + AV(Nov(B)) + AV(Dec(B))
------------------------------------ +
12
AV(Dec(E))
----------
24
where AV(Month(B)) is equal to the beginning of month aggregate account value of
the Related Contracts listed in Schedule A and AV(Month(E)) is equal to the end
of month aggregate account value of the Related Contracts listed in Schedule A.
For partial calendar years AV(Month(B)) for months prior to the Effective Date
of this Reinsurance Agreement should be set equal to zero.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
EXHIBIT IV
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
[AXA LIFE LOGO]
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement") made as of 26
October, 1998 by and between AXA Re Life Insurance Company ("AXA Re"), a life
insurance company organized and existing under the laws of the State of
Delaware, and Travelers Insurance Company ("Company"), a corporation organized
and existing under the laws of the State of Connecticut.
WHEREAS, the parties hereto intend to disclose, both orally and in writing,
certain confidential and proprietary information ("Confidential Information") to
each other, and to the designated Affiliates and representatives of each other,
in furtherance of evaluating the possibility of entering into a reinsurance
program between AXA Re and the Company covering various guaranteed benefits
within new and/or inforce variable annuity and/or variable life contracts that
incorporate Company Confidential Information; and
WHEREAS, the parties wish to protect certain Confidential Information which
may be disclosed between them, particularly regarding AXA Re's program for
reinsuring variable annuity contracts.
NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto acknowledge and agree that the Confidential Information disclosed
hereunder is confidential, proprietary and trade secret to the disclosing party
and is disclosed to the receiving party on a confidential basis under this
Agreement, to be used only as expressly permitted by the terms and conditions of
this Agreement. Title to the Confidential Information will remain at all times
in the disclosing party and no transfer of any interest is either expressly
granted or implied.
CONFIDENTIAL INFORMATION
As used in this Agreement, the term "Confidential Information" includes but is
not limited to the following items, whether existing now or created in the
future: (a) all knowledge or information concerning the business, operations and
assets of the parties hereto and their respective Subsidiaries and Affiliates
which is not readily available to the public, such as: internal operating
procedures; investment strategies; sales data and customer lists; financial
plans, projections and reports; and insurance and investment company programs,
plans and products; (b) all property owned, licensed and/or developed by or for
the parties, their Subsidiaries or Affiliates or their respective clients and
not readily available to the public, such as computer systems, programs,
software and devices, plus information about the design, methodology and
documentation therefore (c) information, materials, products or any other
tangible or intangible assets in the possession or the control of the parties or
their Subsidiaries or Affiliates which is proprietary to, or confidential to or
about, any other person or entity; (d) proprietary or confidential information
obtained from persons or entities conducting business with the parties or their
Subsidiarie or Affiliates in any capacity; and (e) records and repositories of
all of the foregoing, in whatever form maintained.
1
[AXA LIFE LOGO]
Without limiting the generality of the foregoing: (a) Confidential Information
of AXA Re shall include, without limitation, all information with respect to AXA
Re's program for reinsuring variable annuities and/or variable life insurance,
any actuarial, pricing and financial information provided by AXA Re or its
Affiliated companies to the Company, and all information conveyed orally or by
any other means by AXA Re or its Affiliated companies to the Company, with
respect to reinsurance of variable annuities and/or variable life insurance; and
(b) Confidential Information of the Company shall include, without limitation,
all information with respect to its variable annuity and/or variable life
contract, any actuarial, pricing and financial information provided by the
Company or its Affiliated companies to AXA Re, the Company annuity pricing
model, and all information conveyed orally or by any other means by the Company
or its Affiliated companies to AXA Re, with respect to Company variable annuity
and/or variable life insurance programs.
Failure to xxxx any material or information "Confidential" shall not affect the
confidential nature therefore.
The restrictions against disclosing and disseminating the Confidential
Information shall not apply to:
i. general skills and experience gained by employees of either party, their
Subsidiaries or their Affiliates; or
ii. information known by the receiving party prior to disclosure under this
Agreement; or
iii. information disclosed to the receiving party by a third party who was not
under an obligation of confidentiality to the disclosing party; or
iv. information which is publicly available or generally known within the
insurance or data processing industries; or
v. information which is independently developed by the receiving party prior
to, concurrent with or subsequent to the disclosing party's disclosure
without any wrongful act or breach of this Agreement by the receiving
party; or
vi. information which becomes available to one party, its Subsidiaries, its
Affiliates or its representatives on a non-confidential basis from sources
other than the other party or its Subsidiaries, Affiliates or
representatives, provided that the recipient of such information does not
know or have reason to know that such sources are prohibited by
contractual, legal or fiduciary obligation from transmitting the
information.
The foregoing notwithstanding, nothing in this Agreement shall be construed to
prohibit the disclosure of Confidential Information in accordance with the terms
of a court order. In the event one of the parties becomes legally compelled to
disclose the Confidential Information of the other, the party being compelled
shall provide prompt and reasonable notice to the other party, so that the other
party may seek a protective order, an appeal, or other appropriate remedy.
2
[AXA LIFE LOGO]
BREACH
The parties hereto recognize that the unauthorized disclosure, duplication,
reproduction or use of the Confidential Information would cause irreparable harm
to the disclosing party and that monetary damages will be inadequate to
compensate the disclosing party for such breach. For that reason, the parties
hereto shall be entitled to seek, in any court of competent jurisdiction,
injunctive relief including a preliminary injunction and an order of seizure and
impoundment under Section 503 of the Copyright Act and the receiving party will
not object to the entry of an injunction or other equitable relief against it on
the basis of an adequate remedy at law or other reason. Such relief shall be
cumulative and in addition to whatever other remedies the disclosing party may
have.
MISCELLANEOUS
(a) No waiver of any provision of this Agreement shall be effective unless
contained in a writing executed by the party against whom enforcement
thereof is sought. A waiver of any specific term hereof shall not be deemed
to constitute a waiver of any other term hereof, nor shall a waiver on any
one or more occasions be deemed to imply or constitute a waiver of the same
of any other term on any other occasion.
(b) If any part of this Agreement shall be held to be void or unenforceable,
such part shall be treated as severable, leaving valid the remainder of the
Agreement.
(c) This Agreement shall be construed in accordance with the laws of the State
of Delaware.
(d) Anything in this Agreement to the contrary notwithstanding, nothing herein
shall be construed as a commitment by either party to enter into a
Reinsurance Agreement or to engage in anything beyond having initial
discussions and exchanging information which may lead to a formal request
for a reinsurance proposal and subsequent preparation thereof.
(e) Each of the parties shall cause its respective Subsidiaries and Affiliates
to abide by the terms of this Agreement, and in the event of a violation of
this Agreement by their respective Subsidiaries or Affiliates, shall be
liable hereunder to the same extent as if, themselves, bad committed such
violation.
(f) For purposes of this Agreement:
(i) "Affiliate" shall mean a person that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under
common control with another person or beneficially owns or has the
power to vote or direct the vote, of twenty-five percent (25%) or more
of any class of voting stock (or of any form of voting equity interest
in the case of a person that is not a corporation) of such other
person. For purposes of this definition, "control", including the
term "controlling" and "controlled", means the power to direct or
cause the direction of the management and policies of a person,
directly or indirectly, whether
3
[AXA LIFE LOGO]
through the ownership of securities or partnership or other ownership
interests, by contract or otherwise.
(ii) "Subsidiary" of a person means any person with respect to whom such
specified person, directly or indirectly, beneficially owns fifty
percent (50%) or more of the equity interests in, or holds the voting
control of fifty percent (50%) to more of the equity interests in,
such person.
(g) Upon the written request of AXA Re at any time, the Company will return to
AXA Re all AXA Re Confidential Information, provided that if AXA Re enters
into a reinsurance agreement with the Company, that the Company shall be
entitled to retain AXA Re Confidential Information required by the Company
in order to fulfill its obligations under the reinsurance agreement (but
that any such Confidential Information shall not be used for any other
purpose).
(h) Upon the written request of the Company at any time, AXA Re will return to
the Company all Company Confidential Information, provided that if AXA Re
enters into a reinsurance agreement with the Company, that AXA Re shall be
entitled to retain Company Confidential Information required by AXA Re in
order to fulfill its obligations under the reinsurance agreement (but that
any such Confidential Information shall not be used for any other purpose).
(i) Nothing in this agreement shall prevent the Company and AXA Re from
developing reinsurance products, or limit their respective rights to
develop reinsurance products, provided the Company does not use AXA Re
Confidential Information and AXA Re does not use Company Confidential
Information in connection with the development of such products.
COMMENCEMENT AND TERMINATION OF AGREEMENT
This Agreement is effective upon the date first written above. The obligations
of each party set out in the preceding paragraphs above shall survive the
termination of the Agreement.
Notwithstanding anything in this Agreement to the contrary, each party agrees
that any agreement executed between them as a result of these discussions shall
incorporate the confidentiality provisions contained herein, and this Agreement
shall be deemed to continue in full force and effect during all terms of such
subsequent agreement.
GENERAL PROVISIONS
This Agreement shall be governed by and construed, and the legal relations
between the parties shall be determined, in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws.
This Agreement supersedes all prior understandings and negotiations, oral and
written, and constitutes the entire understanding between the parties on this
subject. This Agreement and any of the rights or obligations hereunder are not
assignable without AXA Re's prior written permission.
4
[AXA LIFE LOGO]
No waiver, modification, or amendment to the Agreement shall be binding upon the
parties unless it is in writing signed by an Authorized Representative of the
party against whom enforcement is sought
IN WITNESS THEREOF, the parties by their duly Authorized Representatives have
caused this Agreement to be executed as of the date first written above.
AXA RE LIFE INSURANCE COMPANY TRAVELERS INSURANCE COMPANY
By: -s- Xxxxxxx Xxxxxxxx By: -s- [ILLEGIBLE]
------------------------- --------------------------
Xxxxxxx Xxxxxxxx [ILLEGIBLE]
Title: Vice President Title: Actuary
Date: 26 October, 1998 Date: 26 October, 1998
5
EXHIBIT IV-1
CITIGROUP'S GLOBAL PRIVACY PROMISE
While information is the cornerstone of our ability to provide superior service,
our most important asset is our customers' trust. Keeping customer information
secure, and using it only as our customers would want us to, is a top priority
for all of us at Citigroup. Here then, is our promise to our individual
customers, which we will implement:
1. We will safeguard, according to strict standards of security and
confidentiality, any information our customers share with us.
2. We will limit the collection and use of customer information to the
minimum we require to deliver superior service to our customers, which
includes advising our customers about our products, services and other
opportunities, and to administer our business.
3. We will permit only authorized employees, who are trained in the proper
handling of customer information, to have access to that information.
Employees who violate our Privacy Promise will be subject to our normal
disciplinary process.
4. We will not reveal customer information to any external organization
unless we have previously informed the customer in disclosures or
agreements, have been authorized by the customer, or are required by law.
5. We will always maintain control over the confidentiality of our customer
information. We may, however, facilitate relevant offers from reputable
companies. These companies are not permitted to retain any customer
information unless the customer has specifically expressed interest in
their products or services.
6. We will tell customers in plain language initially, and at least once
annually, how they may remove their names from marketing lists. At any
time, customers can contact us to remove their names from such lists.
7. Whenever we hire other organizations to provide support services, we will
require them to conform to our privacy standards and allow us to audit them
for compliance.
8. For purposes of credit reporting, verification and risk management, we
will exchange information about our customers with reputable reference
sources and clearinghouse services.
9. We will not use or share - internally or externally - personally
identifiable medical information for any purpose other than the
underwriting or administration of a customer's policy, claim or account, or
as disclosed to the customer when the information is collected, or to which
the customer consents.
10. We will attempt to keep customer files complete, up-to-date, and accurate.
We will tell our customers how and where to conveniently access their
account information (except when we're prohibited by law) and how to notify
us about errors which we will promptly correct.
We will continuously assess ourselves to ensure that customer privacy is
respected. We will conduct our business in a manner that fulfills our Promise in
the many nations in which we do business.
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
ADDENDUM TO
AUTOMATIC REINSURANCE AGREEMENT NO. 2000-15
between
TRAVELERS INSURANCE COMPANY
and its subsidiary
TRAVELERS LIFE AND ANNUITY COMPANY
Hartford, Connecticut
(hereinafter referred to collectively as the CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective May 18, 2000, this Addendum is hereby attached to and becomes a part
of the above-named Reinsurance Agreement. The following paragraph sets forth the
REINSURER's Parental Guarantee:
Whereas AXA Corporate Solutions Reassurance Company, Paris, France,
(the "PARENT") directly and indirectly, owns 100% of AXA Corporate Solutions
Life Reinsurance Company (the REINSURER), the PARENT guarantees the full
and prompt payment of all of the REINSURER's contractual obligations under
this Reinsurance Agreement, plus all reasonable costs and expenses
including attorney fees paid by the CEDING COMPANY in enforcing this
guarantee. This guarantee shall be absolute, continuing and conditional
only upon the contractual terms of the Reinsurance Agreement.
This Addendum does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Addendum, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
TRAVELERS INSURANCE COMPANY
TRAVELERS LIFE AND ANNUITY COMPANY
By: -s- [ILLEGIBLE] Date: 10/31/01
--------------------------------
Name/Title [ILLEGIBLE]
Attest: -s- Xxxxxxx X. Xxxxx
--------------------------------
Name/Title Xxxxxxx X. Xxxxx, counsel
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY, New York, New York
By: -s- Xxxxxxx X. Xxxx By: -s- [ILLEGIBLE]
----------------------------------- ---------------------------
Xxxxxxx X. Xxxx, President
Attest: -s- Xxxxx Xxxxxxx Date: 30 April 2001
------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
AXA CORPORATE SOLUTIONS REASSURANCE COMPANY, Paris, France
By: -s- [ILLEGIBLE] Date: 11/09/01
---------------------------------
Name/Title CEO AXA CS [ILLEGIBLE]
Attest: -s- [ILLEGIBLE] 11/09/01
-----------------------------
Name/Title CFO AXA CS [ILLEGIBLE]
Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
XXXXX XXXXXXX
[AXA CORPORATE SOLUTIONS LOGO] ASSISTANT VICE PRESIDENT
REINSURANCE SOLUTION - TREATY SERVICES
PHONE (000) 000-0000
FAX (000) 000-0000
XXXXX.XXXXXXX@XXX-XXXXXXXXXXXXXXXXXX.XXX
LIFE, HEALTH & ANNUITY REINSURANCE
November 18, 2002
VIA FEDERAL EXPRESS No. 8235 7375 8073
Xx. Xxxx Xxxxxxxx, FSA, MAAA
Second Vice President & Actuary
Travelers Insurance Company
Xxx Xxxxx Xxxxxx - 0XX
Xxxxxxxx, XX 00000
Dear Xxxx:
This letter concerns the Retirement Account GMDB new business facility that
has been available to Travelers for a period of three years under
Reinsurance Agreement No. 2000-15 dated May 18, 2000.
We find that AXA Corporate Solutions will not be able to offer a renewal of
this new business facility. Therefore, in accordance with the termination
provisions set forth under Article XX, Duration of Agreement, AXA Corporate
Solutions hereby provides you with 180 days prior written notification of
our intent to TERMINATE AGREEMENT NO. 2000-15 FOR NEW BUSINESS AS OF MAY
17, 2003.
AXA Corporate Solutions has valued the Travelers Companies as our
business partner, and we regret that we will no longer be able to provide
you with this reinsurance facility. Please call our underwriter, Xxxxxxx
Xxxxxxxx, if you have any questions.
This letter is being sent in duplicate original for acknowledgement of
receipt and countersignature. Kindly secure signatures on behalf of the
Travelers Companies, retain one original for filing in your copy of the
Agreement and return one original to AXA for filing. Thank you.
SIGNED FOR AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY:
-s- Xxxxxxx X. Xxxx -s- Xxxxx Xxxxxxx
--------------------------------- -------------------------------
Xxxxxxx X. Xxxx, Xxxxx Xxxxxxx,
President & CUO Assistant Vice President
SIGNED FOR TRAVELERS INSURANCE COMPANY AND TRAVELERS LIFE AND ANNUITY
COMPANY:
-s- [ILLEGIBLE] -s- [ILLEGIBLE]
---------------------------------- ------------------------------
Name/ Title 2nd VP & Actuary Name/ Title Actuary
AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Telephone: (000) 000-0000
Fax: (000) 000-0000
