GUARANTY
GUARANTY given by THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
("Guarantor") the sole shareholder of COLUMBUS LIFE INSURANCE COMPANY ("Columbus
Life") to the policyholders of Columbus Life.
RECITALS
Columbus Life has outstanding insurance policies and annuity contracts that
were issued beginning July 1, 1989 and contemplates issuing additional insurance
policies and annuity contracts in the future under which it will incur
obligations to policyholders and contract holders (collectively the
"Policyholder Obligations").
The undersigned, which is the sole shareholder of Columbus Life, believes
that it is in its best interest and the best interest of Columbus Life to
guarantee the present and future Policyholder Obligations of Columbus Life.
It is therefore agreed:
1. Obligation. The Guarantor hereby absolutely and unconditionally
guarantees the payment of all Policyholder Obligations of Columbus
Life whether heretofore or hereafter incurred, subject to the
termination provisions set forth below in Section 2. In the event that
Columbus Life is unable to pay any Policyholder Obligations within 30
days after the same shall become due, subject to any policy or
contract provision permitting payment extensions, the Guarantor agrees
to pay such obligations on demand without any deduction for any claim
of setoff or counterclaim not provided for in the policy or contract.
2. Termination. This Guaranty shall terminate as to all Policyholder
Obligations in the event that a majority of the common stock of
Columbus Life is no longer directly or indirectly held by the
Guarantor or an entity that is a majority owned subsidiary of the
Guarantor. The Guarantor may terminate or modify this Guaranty at any
time; provided, that such termination shall not relieve the Guarantor
from its obligations under this Guaranty with respect to Policyholder
Obligations incurred by Columbus Life prior to the date of
termination.
3. Subordination of Subrogation Rights. Guarantor subordinates to all
Policyholder Obligations any and all claims which Guarantor has or may
have against Columbus Life by reason of subrogation for payments or
performance under this Guaranty. The Guarantor agrees not to assert
any such claim which it has or may have against Columbus Life until
such time as the Policyholder Obligations guaranteed by Guarantor are
fully satisfied.
4. Recapture of Payments. This Guaranty shall not be discharged by any
payment made by Columbus Life to a policyholder where, because of the
insolvency of Columbus Life, such payment is returned to Columbus Life
as a result of legal proceedings brought by the rehabilitator of
Columbus Life.
5. Waiver. The Guarantor waives notice of acceptance of this Guaranty,
and further waives protest, presentment, demand for payment, notice of
default or nonpayment, notice of dishonor and marshalling assets.
6. Defenses. Guarantor shall have all of the defenses of Columbus Life to
the Policyholder Obligations, except defenses relating to the laws
governing the insolvency or rehabilitation of insurance companies.
However, Guarantor waives any defense that would normally release a
guarantor from a guaranty.
7. Modification. Subject to Section 2 hereof, this Guaranty may not be
modified without the consent of the policyholders whose policies are
covered by this Guaranty.
8. Successors. This Guaranty shall be binding upon the Guarantor and its
successors and assigns.
9. Controlling Law. This Guaranty shall be governed by and construed
according to the laws of the State of Ohio.
IN WITNESS WHEREOF, the undersigned has executed this instrument on June 6,
1994.
THE WESTERN AND SOUTHERN
LIFE INSURANCE COMPANY
By
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Xxxx X. Xxxxxxx, President and
Chief Executive Officer
By
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X. X. Xxxxxxxxx, Vice President
