AMENDMENT NO.1
EX-7.b
AMENDMENT NO.1
(the “Amendment”)
TO THE
(the “Agreement”)
BETWEEN
XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
(the “Ceding Company”)
AND
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
(the “Reinsurer”)
(Originally Effective as of December 31, 2008)
Effective June 30, 2013, the Agreement is amended as follows:
1.
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Schedule A (Covered Policies) is hereby deleted and replaced with the attached Schedule A (Covered Policies) in order to add to such schedule the policies which are specified in Item 2 thereof.
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2.
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Section 1.02 is hereby deleted and replaced with the following Section 1.02:
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1.02
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Subject to the terms and conditions stated herein, the Ceding Company desires to cede, and the Reinsurer desires to reinsure, (i) on and after the Effective Time (as defined below) Covered Losses (defined below) with respect to Covered Policies (defined below) specified in Item 1 of Schedule A and (ii) on and after the Amendment No. 1 Effective Time (as defined below) Covered Losses with respect to Covered Policies set forth in Item 2 of Schedule A. This Agreement is an indemnity reinsurance agreement and the performance of the obligations of each party under this Agreement shall be rendered solely to the other party.
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3.
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Section 2.01 (Defined Terms) is hereby amended to add the following new definitions:
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“Additional Reinsurance Premium” shall have the meaning set forth in Section 5.03.
“Amendment No. 1 Effective Date” shall mean June 30, 2013.
“Amendment No. 1 Effective Time” shall mean 11:59 p.m. on the Amendment No. 1 Effective Date.
4.
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Section 2.01 (Defined Terms) is hereby further amended to delete and replace the definition of Covered Policies with the following new definition of Covered Policies:
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“Covered Policies” shall mean the variable annuity contracts with associated GMWB Riders written by the Ceding Company and described on Schedule A.
5.
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Section 3.02 (Automatic Reinsurance) is hereby deleted and replaced with the following Section 3.02:
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3.02. Automatic Reinsurance. The Covered Policies reinsured under this Agreement as specified in Item 1 of Schedule A shall all be in-force as of the Effective Time. The Covered Policies reinsured under this Agreement as specified in Item 2 of Schedule A shall all be either in-force on the Amendment No. 1 Effective Time or be issued after the Amendment No. 1 Effective Time.
6.
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Section 4.01 (Effectiveness) is hereby deleted and replaced with the following Section 4.01:
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4.01. Effectiveness. Subject to the terms and conditions set forth in this Agreement, (i) the Reinsurer’s liability for reinsurance of the Covered Losses under the Covered Policies specified in Item 1 of Schedule A shall begin as of the Effective Time, and (ii) the Reinsurer’s liability for reinsurance of the Covered Losses under the Covered Policies specified in Item 2 of Schedule A shall begin as of the Amendment No. 1 Effective Time.
7.
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Paragraph (iii) of Section 4.03 (Excluded Liabilities) is hereby deleted and replaced with the following paragraph (iii):
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(iii) Any liabilities or losses arising as a result of any non-contractual change to any Covered Policy (a) on or after the Effective Time with respect to policies specified in Item 1 of Schedule A and (b) on or after the Amendment No. 1 Effective Time with respect to policies specified in Item 2 of Schedule A, unless such change is mandated by applicable law or has been consented to in writing by the Reinsurer, in either case as provided in Section 8.01;
8.
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Article 5 (Premiums) is hereby amended to add at the end of Article 5 a new Section 5.03 as follows:
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5.03. Additional Consideration. With respect to policies reinsured hereunder which are specified in Item 2 of Schedule A and in-force as of the Amendment No. 1 Effective Time, the Ceding Company will owe to the Reinsurer an amount equal to the Statutory Reserve Amount in respect of such in-force policies as of the Amendment No. 1 Effective Time (the “Additional Reinsurance Premium”). Settlement of amounts owed under this Section shall be made in accordance with Article 7.
9.
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Article 7 (Settlement and Reporting) is hereby amended to add at the end of Article 7 a new Section 7.08 as follows:
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7.08 Additional Consideration Payment. On the Amendment No. 1 Effective Date, the Ceding Company shall pay to the Reinsurer an amount equal to an estimate of the Additional Reinsurance Premium. On or prior to August 15, 2013, the Ceding Company shall determine the actual amount of the Additional Reinsurance Premium based on its Quarterly Statement for the quarter ending on June 30, 2013. The Ceding Company shall provide written notice to the Reinsurer of such actual Additional Reinsurance Premium and the parties will adjust the initial payment to reflect the actual amount due.
10.
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Section 8.01 (Covered Policy Changes) is hereby amended and replaced with the following Section 8.01:
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8.01. Covered Policy Changes. No non-contractual replacements or non-contractual changes in the terms and conditions of the Covered Policies made (i) on or after the Effective Time with respect to policies set forth in Item 1 of Schedule A and (ii) on or after the Amendment No. 1 Effective Time with respect to policies set forth in Item 2 of Schedule A, other than changes mandated by applicable law, shall be covered hereunder without the prior written consent to such changes by the Reinsurer. The Ceding Company agrees to give the Reinsurer at least thirty (30) days prior written notice of any proposed change in the terms and conditions of the Covered Policies, and the Reinsurer shall provide to the Ceding Company its written consent or objection to such proposed change within such time period. In the event changes are made in any Covered Policies without the prior written consent of the Reinsurer, other than changes referred to above that are mandated by applicable law, Covered Losses for the affected Covered Policies will be calculated under this Agreement as if the changes that were made without the prior written consent of the Reinsurer had not been made.
11.
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Article 11 (Credit for Reinsurance) is hereby amended to add at the end of Article 11 a new Section 11.12 as follows:
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11.12 Additional Deposit with the Trustee. On the Amendment No. 1 Effective Date, to the extent that the Trust Account Balance is less than the Company’s estimate of the Statutory Reserve Amount immediately following the Amendment No. 1 Effective Time, the Reinsurer shall deposit additional assets into the Trust Account in an amount at least equal to such deficit. On the Settlement Date immediately following the Amendment No. 1 Effective Time, the parties will rebalance the Trust Account pursuant to Section 11.07.
The provisions of Section 15.07 (Governing Law) shall apply to this Amendment.
All other terms and conditions of the Agreement remain in full force and effect.
This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement. Each counterpart need not be signed by all parties indicated as signing this Agreement, provided all counterparts hereof, when taken together, bear the signatures of all such parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.
XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
By: __/s/ Xxxxxxx X. Ash_____________________
Title: __SVP______________________________
Date: __6/26/13____________________________
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: ___/s/ Xxxxxxx Peck_______________________
Title: ___VP_______________________________
Date: ___6/26/13____________________________
SCHEDULE A.
Covered Policies
1. As of the Effective Date, the Reinsurer reinsures the Covered Losses on the policies written by the Ceding Company on policy forms set forth in the Tables below in this Item 1, in each case with issue dates within the ranges set forth in the Tables below for such policy form:
JNL NY Marketed as of the Effective Time
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Description
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Form Number
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Issue Date Range
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SafeGuard Max
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7539ANY-A 03/08
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03/31/08 – 12/31/08
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AutoGuard 5
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7528ANY-A
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12/03/07 – 12/31/08
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AutoGuard 6
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7531ANY-A
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12/03/07 – 12/31/08
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LifeGuard Freedom
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7587ANY-A
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10/06/08 – 12/31/08
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LifeGuard Freedom Joint
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7588ANY-A
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10/06/08 – 12/31/08
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LifeGuard Freedom DB
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7589ANY-A
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10/06/08 – 12/31/08
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JNL NY No Longer Marketed as of the Effective Time
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Description
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Form Number
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Issue Date Range
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GMWB (Original)
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7398NY
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On or prior to 04/18/03
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SafeGuard 7
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7398NY 05/04
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On or prior to 05/03/04
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SafeGuard 7
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7403NY
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On or prior to 04/18/03
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SafeGuard 7 Plus
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7398NY 05/04 (10/04 version)
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On or prior to 10/04/04
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SafeGuard 7 Plus
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7398NY 01/05
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On or prior to 05/02/05
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SafeGuard 7 Plus
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7403NY 05/04
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On or prior to 10/04/04
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SafeGuard 7 Plus
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7406ANY
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On or prior to 01/17/06
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SafeGuard 7 Plus
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7577ANY
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On or prior to 04/30/07
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SafeGuard 7 Plus
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7496ANY
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On or prior to 01/17/06
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LifeGuard 4
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7407NY
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On or prior to 10/04/04
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LifeGuard 4
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7413NY
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On or prior to 10/04/04
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LifeGuard 4
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7459NY
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On or prior to 10/04/04
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LifeGuard Protector
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7414NY
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On or prior to 01/17/06
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LifeGuard Protector Advantage
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7415ANY
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On or prior to 01/17/06
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LifeGuard Protector Plus
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7416ANY
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On or prior to 01/17/06
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LifeGuard Protector Joint
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7417ANY
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On or prior to 01/17/06
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LifeGuard Protector Joint
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7418ANY
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On or prior to 01/17/06
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LifeGuard 4
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7498ANY
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On or prior to 01/17/06
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LifeGuard 5
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7394ANY
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On or prior to 10/04/04
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LifeGuard 5
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7395ANY
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On or prior to 03/07/05
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LifeGuard 5
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7412ANY
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On or prior to 01/17/06
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LifeGuard 5
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7453NY
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On or prior to 10/04/04
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LifeGuard 5
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7489NY
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On or prior to 03/07/05
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LifeGuard 5
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7497ANY
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On or prior to 01/17/06
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LifeGuard Protector Advantage
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7503ANY
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On or prior to 05/02/06
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LifeGuard Protector
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7502ANY
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On or prior to 05/02/06
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LifeGuard Protector Joint
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7505ANY
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On or prior to 05/02/06
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LifeGuard Protector Joint
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7509ANY
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On or prior to 01/16/07
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LifeGuard Protector Plus
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7504ANY
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On or prior to 05/02/06
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LifeGuard Protector Plus Joint
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7510ANY
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On or prior to 01/16/07
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AutoGuard
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7410ANY
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On or prior to 09/06/05
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AutoGuard 5
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7575ANY
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On or prior to 04/30/07
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AutoGuard 5
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7494ANY
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On or prior to 09/06/05
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AutoGuard 6
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7522ANY-A
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On or prior to 06/04/07
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Market Guard
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7576ANY
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On or prior to 04/30/07
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MarketGuard 5
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7411ANY
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On or prior to 09/06/05
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MarketGuard 5
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7495ANY
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On or prior to 09/06/05
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LifeGuard Advantage
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7516ANY-A 06/07
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On or prior to 06/04/07
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LifeGuard Advantage
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7532ANY-A
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On or prior to 12/03/07
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LifeGuard Freedom
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7540ANY-A 03/08
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On or prior to 03/31/08
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LifeGuard Freedom Joint
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7541ANY-A 03/08
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On or prior to 03/31/08
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LifeGuard Ascent
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7517BNY-A
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On or prior to 06/04/07
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LifeGuard Ascent
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7533ANY-A
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On or prior to 12/03/07
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LifeGuard Ascent Joint
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7518BNY-A
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On or prior to 06/04/07
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LifeGuard Ascent Joint
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7534ANY-A
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On or prior to 12/03/07
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2. Beginning on the Amendment No. 1 Effective Time, the Reinsurer also reinsures the Covered Losses on (i) the policies written by the Ceding Company on policy forms set forth in the Tables below in this Item 2, in each case with issue dates within the ranges set forth in the Tables below for such policy form and (ii) all other variable annuity contracts with associated GMWB Riders written by the Ceding Company with issue dates on or after the Amendment No. 1 Effective Time:
JNL NY Marketed as of the Amendment No. 1 Effective Time
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Description
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Form Number
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Issue Date Range
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AutoGuard 5
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7659ANY-A
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05/02/11 - Current
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MarketGuard Stretch
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7678ANY-A
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04/29/13 - Current
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LifeGuard Freedom Flex
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7700ANY-A
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04/29/13 - Current
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LifeGuard Freedom Flex
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7701ANY-A
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04/29/13 - Current
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LifeGuard Freedom Flex
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7702ANY-A
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04/29/13 - Current
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LifeGuard Freedom Flex DB NY
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7712ANY-A
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04/29/13 - Current
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LifeGuard Freedom 6 Net
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7713ANY-A
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04/29/13 - Current
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GMWB's Marketed 01/01/09 - 04/28/13
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Xxxxxxx of NY - No Longer Marketed as of 04/29/13
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Description
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Form Number
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Issue Date Range
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MarketGuard Stretch
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7668ANY-A
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On or prior to 00/00/00
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XxxxxxXxxxx Xxxxxxx
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0000XXX-X 01/13
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On or prior to 04/28/13
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SafeGuard Max
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7539ANY-A 03/08
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On or prior to 05/02/10
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SafeGuard Max
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7633ANY-A
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On or prior to 04/28/13
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AutoGuard 5
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7528ANY-A
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On or prior to 05/01/11
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AutoGuard 6
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7531ANY-A
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On or prior to 05/01/11
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AutoGuard 6
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7660ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom
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7587ANY-A
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On or prior to 01/11/09
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LifeGuard Freedom
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7587ANY-A 01/09
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On or prior to 09/27/09
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LifeGuard Freedom 6
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7613ANY-A
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On or prior to 10/10/10
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LifeGuard Freedom Flex
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7640ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7641ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7646ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7647ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7652ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7653ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex
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7656ANY-A
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On or prior to 08/28/11
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Description
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Form Number
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Issue Date Range
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LifeGuard Freedom w/ Jt Opt
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7588ANY-A
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On or prior to 01/11/09
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LifeGuard Freedom w/ Jt Opt
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7588ANY-A 01/09
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On or prior to 09/27/09
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LifeGuard Freedom 6 w/ Jt Opt
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7614ANY-A
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On or prior to 10/10/10
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LifeGuard Freedom Flex w/ Jt Opt
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7642ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex w/ Jt Opt
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7643ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex w/ Jt Opt
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7648ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom Flex w/ Jt Opt
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7649ANY-A
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On or prior to 09/09/12
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LifeGuard Freedom DB
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7602ANY-A
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On or prior to 09/27/09
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LifeGuard Freedom DB
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7608ANY-A
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On or prior to 01/11/09
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LifeGuard Freedom DB
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7609ANY-A
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On or prior to 04/05/09
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LifeGuard Freedom 6 DB
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7615ANY-A
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On or prior to 10/10/10
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LifeGuard Freedom Flex DB
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7650ANY-A
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On or prior to 06/26/11
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LifeGuard Freedom Flex DB NY
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7675ANY-A
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On or prior to 04/28/13
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LifeGuard Freedom 6 Net
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7619ANY-A
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On or prior to 10/10/10
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LifeGuard Freedom 6 Net
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7657ANY-A
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On or prior to 04/29/13
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LifeGuard Freedom 6 Net w/ Jt Opt
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7620ANY-A
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On or prior to 10/10/10
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LifeGuard Freedom 6 Net w/ Jt Opt
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7658ANY-A
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On or prior to 04/28/13
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