10(g)
AMENDMENT NUMBER 3
TO THE REINSURANCE AGREEMENT
EFFECTIVE JUNE 5, 1992
BETWEEN
GLENBROOK LIFE AND ANNUITY COMPANY
(HEREINAFTER CALLED "GLENBROOK")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, GLENBROOK and ALLSTATE entered into a Reinsurance Agreement effective
June 5, 1992 (hereinafter "Agreement"); and
WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and
WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;
NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.
1.) Article III, paragraph 2, is amended by replacing subparagraph
(d) with a new subparagraph (d), as follows:
(d) Insurance taxes, licenses and fees (excluding Federal
Income Tax that is not related to the contracts reinsured
under this Agreement ), incurred by GLENBROOK with respect to
the contracts reinsured under this Agreement.
2.) Article III is further amended by adding a new paragraph 3, as
follows:
3. No less frequently than quarterly, ALLSTATE will calculate
the amount of federal and state income tax liabilities
incurred by GLENBROOK for the quarter related to the contracts
reinsured under this Agreement, and the amount of federal and
state income tax benefits earned by GLENBROOK for the quarter
related to the contracts reinsured under this Agreement. If
tax liabilities exceed tax benefits, the difference, plus a
gross-up for additional federal and state income taxes, will
be paid by ALLSTATE to GLENBROOK. If tax benefits exceed tax
liabilities, the difference, plus a gross-up for additional
federal and state income taxes, will be paid by GLENBROOK to
ALLSTATE.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Glenbrook Life and Annuity Company
By /s/ Xxxxx X. Xxxxxxx
Title Assistant Vice President
Date October 28, 1998
Allstate Life Insurance Company
By C. Xxxxxx Xxxxx
Title AVP
Date October 28, 1998
10(e)
REINSURANCE AGREEMENT
between
GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
(hereinafter "GLENBROOK")
and
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(hereinafter "ALLSTATE")
Article I
BASIS of REINSURANCE
1. ALLSTATE will indemnify and GLENBROOK will automatically reinsure with
ALLSTATE, according to the terms and conditions hereof, the net liability
for contracts in force (or no longer in force but with remaining liability)
on the Effective Date and contracts directly issued subsequent to the
Effective Date by GLENBROOK on the contracts listed in Schedule A.
2. The indemnity reinsurance provided hereunder shall be on a modified
coinsurance basis. GLENBROOK shall retain, maintain, and own all assets
held in relation to the Reserve, as defined in Article II of this
Agreement.
3. In no event will reinsurance on an application or a policy under this
Agreement be in force unless the corresponding application is pending with
GLENBROOK or policy issued by GLENBROOK, or the reinsurance accepted by
GLENBROOK, as the case may be, is in force.
Article II
LIABILITY of ALLSTATE
1. The liability of ALLSTATE with respect to any contract reinsured hereunder
will begin simultaneously with that of GLENBROOK. ALLSTATE's liability with
respect to any contract reinsured hereunder will terminate on the date
GLENBROOK's liability on such contract terminates or the date this
Agreement is terminated, whichever is earlier. However, termination of this
Agreement will not terminate ALLSTATE's liability for benefit payments
incurred prior to the date of termination.
2. For the purpose of this Agreement, the term "Reserve" will be the "Total
Liabilities" of GLENBROOK's Variable Annuity Separate Accounts
(corresponding to amounts shown on page 3, line 17 of 1992 Separate
Accounts Statutory Statements).
Article III
MONTHLY SETTLEMENTS
1. While this Agreement is in effect, GLENBROOK shall pay to ALLSTATE on a
daily basis, with respect to eligible policies under this Agreement, a
reinsurance premium equal to the sum of Items (a) and (b) below less the
sum of Items (c) and (d) below.
(a) Gross premiums (direct and reinsurance assumed) collected by
GLENBROOK.
(b) Reserves transferred from the GLENBROOK General Account to a GLENBROOK
Separate Account.
(c) Gross premiums refunded by GLENBROOK to policyholders.
(d) Reserves transferred from a GLENBROOK Separate Account to the
GLENBROOK General Account.
2. While this Agreement is in effect, ALLSTATE shall pay to GLENBROOK on a
daily basis a benefit and expense allowance equal to the sum of Items (a),
(b), (c) and (d) below.
(a) Net benefits (as defined in Paragraph 3 of this Article III) paid by
GLENBROOK with respect to the contracts reinsured under this
Agreement.
(b) Commissions and other sales compensation incurred by GLENBROOK with
respect to the contracts reinsured under this Agreement.
(c) General insurance expenses incurred by GLENBROOK with respect to the
contracts reinsured under this Agreement.
(d) Insurance taxes, licenses and fees (excluding Federal Income Tax)
incurred by GLENBROOK with respect to the contracts reinsured under
this Agreement.
3. Net Benefits are defined as follows:
(a) For a contract issued directly by GLENBROOK and reinsured under this
Agreement, net benefits are the actual amounts payable by GLENBROOK to
the contractholder, less any amounts payable to GLENBROOK by another
reinsurer with respect to the contract. These payments include death
benefits, endowment benefits, annuity benefits, disability benefits,
benefits under A & H policies, withdrawals, surrender benefits and
payments on supplementary contracts with and without life
contingencies.
(b) For contracts reinsured by GLENBROOK and retroceded under this
Agreement, net benefits and commission and expense allowances are the
actual amounts payable by GLENBROOK to the ceding company with respect
to the contract reinsured by GLENBROOK.
Article IV
DAILY RESERVE ADJUSTMENTS
While this Agreement is in effect, a reserve adjustment equal to (or the
accounting equivalent of) the amount defined below shall be paid.
Let:
RC= The Reserve change in GLENBROOK'S Variable Annuity
Separate Accounts from the end of the prior
accounting period to the end of the current
accounting period for the reinsured contracts
(corresponding to the sum of the amounts on page 4,
lines 10, 11, 12 and 13 1992 Separate Account
Statutory
Statements).
NII= The net investment income in GLENBROOK's Variable
Annuity Separate Accounts (corresponding to the sum
of the amounts on page 4, line 2 of 1992 Separate
Account Statutory Statements), minus interest income
on GLENBROOK'S capital investment in the Separate
Accounts.
If RC is greater than NII then a reserve adjustment of RC-NII is payable by
ALLSTATE to GLENBROOK.
If NII is greater than RC, then a reserve adjustment of NII-RC is payable
by GLENBROOK to ALLSTATE.
Article V
OVERSIGHTS
ALLSTATE shall be bound as GLENBROOK is bound, and it is expressly understood
and agreed that if failure to reinsure or failure to comply with any terms of
this Agreement is shown to be unintentional and the result of misunderstanding
or oversight on the part of either GLENBROOK or ALLSTATE, both GLENBROOK and
ALLSTATE shall be restored to the positions they would have occupied had no such
error or oversight occurred.
Article VI
INSPECTION OF RECORDS
GLENBROOK and ALLSTATE shall have the right, at any reasonable time, to examine
at the office of the other, any books, documents, reports or records which
pertain in any way to the contracts reinsured under this Agreement.
Article VII
INSOLVENCY
1. In the event of the insolvency of GLENBROOK, reinsurance hereunder is
payable by ALLSTATE on the basis of its liability hereunder without
diminution because of the insolvency of GLENBROOK.
2. Further, in the event of the insolvency of GLENBROOK, the liquidator,
receiver or statutory successor of the insolvent GLENBROOK shall give
written notice to ALLSTATE of the pendency of any obligation of the
insolvent GLENBROOK on any policy reinsured, whereupon ALLSTATE may
investigate such claim and interpose at its own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses which it may
deem available to GLENBROOK or its liquidator or statutory successor. The
expense thus incurred by ALLSTATE shall be chargeable, subject to court
approval, against the insolvent GLENBROOK as part of the expenses of
liquidation to the extent of a proportionate share of the benefit which may
accrue to GLENBROOK solely as a result of the defense undertaken by
ALLSTATE.
3. All moneys due GLENBROOK or ALLSTATE under this Agreement shall be offset
against each other, dollar for dollar, regardless of any insolvency of
either party.
Article VII
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as an honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of GLENBROOK, unless some other
location is mutually agreed upon.
Article IX
PARTIES TO AGREEMENT
This Agreement is solely between GLENBROOK and ALLSTATE. The acceptance of
reinsurance hereunder shall not create any right or legal relation whatever
between ALLSTATE and any party in interest under any contract of GLENBROOK
reinsured hereunder. GLENBROOK shall be and remain solely liable to any insured,
contract owner, or beneficiary under any contract reinsured hereunder.
Article X
DURATION OF AGREEMENT
This Agreement will be effective as of September 1, 1993, and will be unlimited
as to its duration; provided, however, it may be terminated with respect to the
reinsurance of new business by either party giving the other party sixty (60)
days prior written notice of termination.
Article XI
ENTIRE AGREEMENT
This Agreement constitutes the entire contract between ALLSTATE and GLENBROOK.
No variation, modification or changes to this Agreement shall be binding unless
in writing and signed by an officer of each party.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
GLENBROOK LIFE AND ANNUITY COMPANY of Northbrook, Illinois
By /s/ Xxxxx Xxxxxxxxx
Title Assistant Vice President
Date September 8, 1993
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
By /s/ Xxxxx X. Xxxxxxxx
Title Assistant Vice President, Assistant Secretary and General Counsel
Date September 3, 1993
SCHEDULE A
CONTRACTS SUBJECT TO REINSURANCE UNDER THIS TREATY
Any annuity contract whose reserve is invested, in whole or in part, in any
account designated as a GLENBROOK Separate Account shall be reinsured under this
Agreement; provided, however, that the portion of any such contract which is not
so invested is not covered under this Agreement.
10(f)
AMENDMENT #1 TO THE
REINSURANCE AGREEMENT
BETWEEN
GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER CALLED "GLENBROOK")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, GLENBROOK and ALLSTATE entered into a Modified Coinsurance Agreement
(hereinafter "Agreement"), having an effective date of September 1, 1993; and,
WHEREAS, the California Insurance Department has determined that various changes
to the Agreement are required under California insurance law; and
WHEREAS, GLENBROOK and ALLSTATE desire to amend the Agreement with respect to
coverage issued to California residents to meet the California requirements;
NOW, THEREFORE, the Agreement is hereby amended with respect to California
residents, as follows:
1.) Article VII, "Insolvency", hereby amended by deleting said Article in its
entirety, and replacing it with the following new Article VII:
Article VII
INSOLVENCY
1. The portion of any risk or obligation assumed by Allstate, when such portion
is ascertained, shall be payable on demand of Glenbrook at the same time as
Glenbrook shall pay its net retained portion of such risk or obligation, and the
reinsurance shall be payable by Allstate on the basis of the liability of
Glenbrook under the contract or contracts reinsured under this Agreement without
diminution because of the insolvency of Glenbrook. In the event of insolvency
and the appointment of a conservator, liquidator or statutory successor of
Glenbrook, such portion shall be payable to such conservator, liquidator or
statutory successor immediately upon demand, on the basis of claims allowed
against Glenbrook by any court of competent jurisdiction or, by any conservator,
liquidator, or statutory successor of Glenbrook having authority to allow such
claims, without diminution because of such insolvency or because such
conservator, liquidator or statutory successor has failed to pay all or a
portion of any claims. Payment by Allstate as above set forth shall be made
directly to Glenbrook or its conservator, liquidator or statutory successor.
2. Further, in the event of the insolvency of Glenbrook, the liquidator,
receiver or statutory successor of the insolvent Glenbrook shall give written
notice to Allstate of the pendency of an obligation of the insolvent Glenbrook
on any policy reinsured, whereupon Allstate may investigate such claim and
interpose at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses which it may deem available to Glenbrook or
its liquidator or statutory successor. The expense thus incurred by Allstate
shall be chargeable, subject to court approval, against the insolvent Glenbrook
as part of the expenses of liquidation to the extent of a proportionate share of
the benefit which may accrue to Glenbrook solely as a result of the defense
undertaken by Allstate.
2.) Article VIII, Arbitration, shall be amended to include the following
language at the end of that article:
The decision of the Arbitrators shall be handed down within 45 days of
the date on which the arbitration is concluded.
3.) Article X, Duration of the Agreement, shall be deleted in its entirety and
shall be replaced with the following language:
This Agreement shall be effective as of September 1, 1993, and will be
unlimited as to its duration; provided, however, it may be terminated with
respect to the reinsurance of new business by either party giving the other
party ninety (90) days prior written notice of termination to the other party.
4.) In addition, a new Article XII is added to the Agreement, as follows:
Article XII
OFFSET
All monies due Glenbrook or Allstate under this Agreement shall be offset
against each other dollar for dollar.
5.) Finally, the definition of "RC" contained in Article IV, Daily Reserve
Adjustments, shall be deleted and replaced with the following language:
RC = The Reserve change in GLENBROOK'S Variable Annuity Separate
Accounts from the end of the prior accounting period to the end of the current
accounting period for the reinsured contracts (corresponding to the sum of the
amounts in page 4, lines 10, 11, 12 and 13 of 1992 Separate Account Statutory
Statements). An account period shall be defined as one day.
This amendment shall be effective __________, 1995. Except as amended hereby,
the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Glenbrook Life and Annuity Company
By /s/ Xxxxx Xxxxxxxx
Title Vice President
Date June 8, 1995
Allstate Life Insurance Company
By Xxxxxxx X. Xxxxxxx
Title Vice President, Secretary and General Counsel
Date June 8, 1995
10(g)
AMENDMENT NUMBER 2
TO THE REINSURANCE AGREEMENT
EFFECTIVE SEPTEMBER 1, 1993
BETWEEN
GLENBROOK LIFE AND ANNUITY COMPANY
(HEREINAFTER CALLED "GLENBROOK")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective September 1, 1993
between GLENBROOK and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.
Effective January 1, 1993, Article III is hereby amended by adding the follwoing
new paragraph:
ALLSTATE and GLENBROOK agree to an election under Treasury Regulations
1-848-2(g)(8), as follows:
a) For each taxable year under this Agreement, the party with net positive
consideration, as defined in the regulations promulgated under Treasury Code
Section 848, will capitalize specified policy acquisition expenses with respect
to this Agreement without regard to the general deductions limitation of Section
848(c)(1);
(b) GLENBROOK and ALLSTATE agree to exchange information pertaining to the
amount of net consideration for all reinsurance agreements in force between them
to ensure consistency for purposes of computing specified policy acquisition
expenses. GLENBROOK and ALLSTATE shall agree on the amount of such net
consideration for each taxable year no later than the May 1 following the end of
such year.
(c) This election shall be effective for 1993 and for all subsequent taxable
years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Glenbrook Life and Annuity Company
By /s/ Xxxxx X. Xxxxxxx
Title Vice President
Date December 18, 1995
Allstate Life Insurance Company
By C. Xxxxxx Xxxxx
Title AVP
Date November 3, 1995
10(h)
AMENDMENT NUMBER 3
TO THE REINSURANCE AGREEMENT
EFFECTIVE SEPTEMBER 1, 1993
BETWEEN
GLENBROOK LIFE AND ANNUITY COMPANY
(HEREINAFTER CALLED "GLENBROOK")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, GLENBROOK and ALLSTATE entered into a Reinsurance Agreement effective
September 1, 1993 (hereinafter "Agreement"); and
WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and
WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;
NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.
1.) Article III, paragraph 2, is amended by replacing subparagraph
(d) with a new subparagraph (d), as follows:
(d) Insurance taxes, licenses and fees (excluding Federal
Income Tax that is not related to the contracts reinsured
under this Agreement ), incurred by GLENBROOK with respect to
the contracts reinsured under this Agreement.
2.) Article III is further amended by adding a new paragraph 5, as
follows:
5. No less frequently than quarterly, ALLSTATE will calculate
the amount of federal and state income tax liabilities
incurred by GLENBROOK for the quarter related to the contracts
reinsured under this Agreement, and the amount of federal and
state income tax benefits earned by GLENBROOK for the quarter
related to the contracts reinsured under this Agreement. If
tax liabilities exceed tax benefits, the difference, plus a
gross-up for additional federal and state income taxes, will
be paid by ALLSTATE to GLENBROOK. If tax benefits exceed tax
liabilities, the difference, plus a gross-up for additional
federal and state income taxes, will be paid by GLENBROOK to
ALLSTATE.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Glenbrook Life and Annuity Company
By /s/ Xxxxx X. Xxxxxxx
Title Assistant Vice President
Date October 22, 1998
Allstate Life Insurance Company
By /s/ C. Xxxxxx Xxxxx
Title AVP
Date October 22, 1998
