EXHIBIT 99.7(a)
VARIABLE ANNUITY GMDB REINSURANCE AGREEMENT
Between
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
(Hereinafter referred to as the "CEDING COMPANY")
Southborough, Massachusetts
And
THE CANADA LIFE ASSURANCE COMPANY
(Hereinafter referred to as the "REINSURER")
Xxxxxxx, Xxxxxxx, Xxxxxx
operating through its Barbados branch which is registered as an external company
under the Companies Act Cap. 308 of the laws of Barbados and licensed as a
qualified insurance company under the Insurance Act Cap. 310 of the laws of
Barbados
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TABLE OF CONTENTS
ARTICLE PAGE
------- -------
Access to Records IX 12
Arbitration XIII 15
Automatic Provisions IV 9
Currency XI 14
Definitions; Interpretation I 3
Effective Time, Term and Termination III 6
Insolvency XII 14
Litigation VIII 12
Miscellaneous XV 16
Notices XVI 18
Offset XIV 16
Parties to the Agreement II 6
Premium Accounting and Settlement V 10
Reinsurance Claim Calculations and Documentation VI 11
Reserves VII 11
Unintentional Errors, Misunderstandings or Omissions X 13
SCHEDULES
A Description of Guaranteed Minimum Death Benefits (GMDBs)
B Investment Funds Subject to this Agreement
C-l Limits and Rules of CEDING COMPANY
C-2 Limits and Rules of the REINSURER
D REINSURANCE PREMIUM RATES by Treaty Year
E MORTALITY RATE by Attained Age and Sex of INSURED LIFE
F REINSURER Quota Share of Risk
G CEDING COMPANY Reporting Format and Data Requirements
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ARTICLE I - DEFINITIONS; INTERPRETATION
A. DURATION OF AGREEMENT:
EFFECTIVE TIME means 11:59:59 p.m. local time (at the situs of death resulting
in a GMDB CLAIM) on DECEMBER 31, 2012.
BUSINESS DAY means any day that securities are traded on the New York Stock
Exchange.
MONTHLY VALUATION DATE means the last BUSINESS DAY of each month.
TERMINATION DATE means December 31, 2022.
B. CONTRACT DEFINITIONS:
VARIABLE ANNUITY CONTRACT means a written annuity contract issued by the CEDING
COMPANY or any of its predecessors, or issued by First Allmerica Financial Life
Insurance Company or any of its predecessors and 100% reinsured or coinsured by
CEDING COMPANY or any of its predecessors, in accordance with which the issuing
company agrees to provide specified benefits in accordance with specified terms
and conditions and further subject to criteria of Article III, paragraph A. A
VARIABLE ANNUITY CONTRACT shall include riders and endorsements to a contract.
INSURED LIFE means the owner or annuitant, as specified in the VARIABLE ANNUITY
CONTRACT, upon whose death a claim may be due under this AGREEMENT.
GMDB TYPE means one of the guaranteed minimum death benefits associated with a
VARIABLE ANNUITY CONTRACT (or prospectus relating thereto, as indicated on
Schedule A) and described in Schedule A.
ACCOUNT VALUE means for each VARIABLE ANNUITY CONTRACT, the sum of the invested
assets in the investment funds described in Schedule B, as also further
described in Article IV, Section C.
GMDB AMOUNT means the CEDING COMPANY's minimum required payment, pursuant to a
VARIABLE ANNUITY CONTRACT, on the death of the INSURED LIFE.
EXCLUDED CONTRACT means any VARIABLE ANNUITY CONTRACT that (a) has a GMDB
provision that is terminated due to change in owner or annuitant, (b) has a GMDB
AMOUNT that is contractually set to the ACCOUNT VALUE, or (c) after a GMDB CLAIM
has been paid by the REINSURER on the first death of a joint contract, a spousal
continuation is still in effect (for further clarity, the REINSURER shall pay a
GMDB Claim amount only on the first death of a joint VARIABLE ANNUITY CONTRACT;
thereafter, the REINSURER has no further liability for any subsequent GMDB
AMOUNTS on such contracts). Any EXCLUDED CONTRACT shall be treated
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as such only on and after the date as of which and only to the extent (i.e.,
only a portion of a VARIABLE ANNUITY CONTRACT or the coverage thereunder may be
excluded) it satisfies any of the conditions identified as (a), (b), or (c)
above.
ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT, other than an EXCLUDED
CONTRACT, that remains in effect and has not terminated due to death, lapse,
surrender or some other valid contingency, or has not been annuitized, provided,
however, if the VARIABLE ANNUITY CONTRACT is reinstated or the annuitization has
been reversed pursuant to the VARIABLE ANNUITY CONTRACT or CEDING COMPANY
procedures, and the VARIABLE ANNUITY CONTRACT has not exceeded its maximum
annuity commencement date, then the VARIABLE ANNUITY CONTRACT shall be
considered to be an ACTIVE CONTRACT.
NET AMOUNT AT RISK means, for each ACTIVE CONTRACT, the excess, if any, of the
GMDB AMOUNT over the ACCOUNT VALUE.
AGREEMENT means the text hereof and all Exhibits and Schedules hereto and
amendments effected in accordance herewith.
AFFILIATE means, with respect to any person or entity, any other person or
entity which at any time while this AGREEMENT is in effect is directly or
indirectly controlling, controlled by, or under common control with such person
or entity.
APPLICABLE LAW means any order, law, statute, regulation, rule, pronouncement,
ordinance, bulletin, writ, injunction, directive, judgment, interpretation,
decree, principle, constitution or treaty enacted, promulgated, issued, applied,
enforced or entered by any GOVERNMENTAL ENTITY that is applicable to a party
hereto or any of its respective businesses, properties or assets.
GOVERNMENTAL ENTITY means any foreign, domestic, federal, territorial, state or
local U.S. or non-U.S. governmental authority, quasi-governmental authority,
instrumentality, court or government, self-regulatory organization, commission,
tribunal or organization or any political or other subdivision, department,
branch or representative of any of the foregoing.
C. REINSURED AMOUNT DEFINITION:
REINSURED NET AMOUNT AT RISK means the NET AMOUNT AT RISK multiplied by the
REINSURER's quota share of risk, with such REINSURED NET AMOUNT AT RISK not to
exceed $5,000,000 for each ACTIVE CONTRACT, in accordance with Schedule F.
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D. REINSURANCE PREMIUM DEFINITIONS:
REINSURANCE PREMIUM RATE means the numerical percentage provided in Schedule D,
based on the attained age and sex of the INSURED LIFE, or of the oldest INSURED
LIFE if joint lives are insured.
MORTALITY RATE means a numerical value, provided in Schedule E, based on the
attained age and sex of the INSURED LIFE, or of the oldest INSURED LIFE if joint
lives are insured.
MONTHLY REINSURANCE PREMIUM means the sum of a) and b) where
a) is the sum, for each ACTIVE CONTRACT covered by this AGREEMENT that
did not terminate due to death in the current month, of the product of
the REINSURANCE PREMIUM RATE times the MORTALITY RATE times the
REINSURED NET AMOUNT AT RISK as of the preceding MONTHLY VALUATION
DATE, and
b) is the sum, for each ACTIVE CONTRACT covered by this AGREEMENT that
terminated due to death in the current month, of the product of the
REINSURANCE PREMIUM RATE times the MORTALITY RATE times the REINSURED
NET AMOUNT AT RISK as of the date the GMDB CLAIM is in good order. To
the extent multiple beneficiaries are involved in a GMDB CLAIM and
fewer than all, but at least one, of the beneficiaries have received a
portion of the GMDB AMOUNT from the CEDING COMPANY, the REINSURED NET
AMOUNT AT RISK for the purpose of this item b) shall be based on each
beneficiary's portion of the GMDB AMOUNT.
There shall be no refund of unearned premium on any death or lapse that occurs
during the month in which the MONTHLY REINSURANCE PREMIUM was paid.
REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE.
REMITTANCE DATE means the BUSINESS DAY on or immediately preceding the 25th day
of the calendar month following the REINSURANCE PREMIUM DUE DATE.
E. REINSURANCE CLAIM DEFINITION:
GMDB CLAIM means the REINSURED NET AMOUNT AT RISK on the date that CEDING
COMPANY receives all claim paperwork in good order. To the extent multiple
beneficiaries are involved in a GMDB CLAIM and fewer than all, but at least one,
of the beneficiaries have received a portion of the GMDB AMOUNT from the CEDING
COMPANY, the REINSURER shall pay the GMDB CLAIM to the CEDING COMPANY in the
same proportion and at the same time as beneficiaries are paid the GMDB AMOUNTS.
For the avoidance of doubt, CEDING COMPANY and REINSURER agree that for each
respective beneficiary in a multiple beneficiary situation, GMDB CLAIM means
each beneficiary's portion of the REINSURED NET AMOUNT AT RISK on the date
CEDING COMPANY receives from each such beneficiary all claim paperwork in good
order.
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Notwithstanding anything to the contrary in the AGREEMENT, in cases that require
state imposed post-mortem interest to be added to the resulting GMDB claim
amount, as determined by the CEDING COMPANY, such interest shall be added to the
GMDB CLAIMS request for reimbursement submitted to the REINSURER and shall be
paid to the CEDING COMPANY in the same manner as the GMDB CLAIM.
F. INTERPRETATION
When a reference is made in this AGREEMENT to an Article, Section, Exhibit, or
Schedule, such reference shall be to an Article or Section of, or an Exhibit or
Schedule to, this AGREEMENT unless otherwise indicated. The Article and Section
headings and table of contents contained in this AGREEMENT are solely for the
purpose of reference, are not part of the agreement of the parties and shall not
affect in any way the meaning or interpretation of this AGREEMENT. Whenever the
words "include," "includes" or "including" are used in this AGREEMENT, they
shall be deemed to be followed by the words "without limitation." The words
"hereof, "herein" and "hereunder" and words of similar import when used in this
AGREEMENT shall refer to this AGREEMENT as a whole and not to any particular
provision of this AGREEMENT. The definitions contained in this AGREEMENT are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such term. Any
agreement, instrument or statute defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes.
References to a person or entity are also to its permitted successors and
assigns.
The parties have participated jointly in the negotiation and drafting of this
AGREEMENT; consequently, in the event an ambiguity or question of intent or
interpretation arises, this AGREEMENT shall be construed as if drafted jointly
by the parties thereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions
of this AGREEMENT.
ARTICLE II - PARTIES TO THE AGREEMENT
This AGREEMENT shall be binding upon and shall inure solely to the benefit of
the CEDING COMPANY and the REINSURER. This AGREEMENT shall not and is not
intended to create any legal relationship or confer any rights and obligations
between the REINSURER and any third party, including without limitation,
annuitants, contract owners, certificate owners, beneficiaries, applicants or
assignees under any ACTIVE CONTRACT.
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ARTICLE III - EFFECTIVE TIME, TERM AND TERMINATION
A. The AGREEMENT covers VARIABLE ANNUITY CONTRACTS that:
(i) include a GMDB TYPE identified in Schedule A;
(ii) have accounts invested in the investment funds described in Schedule
B;
(iii) were issued between September 11, 1991 and November 29, 2002;
(iv) are ACTIVE CONTRACTS on the EFFECTIVE TIME, or were ACTIVE CONTRACTS
on March 31, 2012 that were terminated and reinstated prior to the
TERMINATION DATE;
(v) are in compliance with all of the other terms and provisions of this
Agreement; and
(vi) are not EXCLUDED CONTRACTS.
B. Subject to paragraphs C and D below, this AGREEMENT will terminate on the
TERMINATION DATE.
C. The CEDING COMPANY shall have the option of terminating this AGREEMENT
immediately upon written notice to the REINSURER after the CEDING COMPANY
becomes aware of an occurrence referred to in sub-provision 1 or 3 below,
with sixty (60) days written notice to the REINSURER after CEDING COMPANY
becomes aware of an occurrence referred to in sub-division 2, and with
ninety (90) days written notice to the REINSURER after CEDING COMPANY
becomes aware of an occurrence referred to in sub-provision-4 below:
1. The REINSURER has been determined or declared insolvent, or is
unable to pay its debts in full as they become due, or has been
placed into receivership, liquidation, rehabilitation,
conservation, supervision, bankruptcy or other status similar to
any of the foregoing (in each case whether voluntary or
involuntary), or there has been instituted against it or
commenced proceedings for the appointment of a receiver,
liquidator, rehabilitator, conservator, supervisor or trustee in
bankruptcy, or other statutory agent or similar person known by
whatever name, to take possession of its assets or control of its
operations.
2. The REINSURER fails to pay GMDB CLAIMS in excess of the MONTHLY
REINSURANCE PREMIUMS ("EXCESS GMDB CLAIMS") on or before the
REMITTANCE DATE. In the event that the EXCESS GMDB CLAIMS are not
paid by the REMITTANCE DATE other than amounts that are the
subject of a good faith dispute, the CEDING COMPANY shall have
the right to terminate this agreement by giving sixty (60) days
written notice of termination to the REINSURER. If all EXCESS
GMDB CLAIMS in default and interest owed in accordance with
Article III, paragraph E are received by the CEDING
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COMPANY within the sixty (60) day time period, this AGREEMENT
will remain in effect and the notice of termination shall be
deemed withdrawn. If EXCESS GMDB CLAIMS remain in default as of
the close of the last day of this sixty (60) day notice period
other than amounts that are the subject of a good faith dispute,
this AGREEMENT will terminate.
3. If as a result of a change in APPLICABLE LAW, CEDING COMPANY
would incur a statutory financial statement penalty for the
reinsurance provided hereunder or it becomes necessary or
appropriate to change a methodology, practice or other procedure
for calculating reserves with respect to VARIABLE ANNUITY
CONTRACTS which negatively impacts the CEDING COMPANY in regards
to the reinsurance provided hereunder.
4. The REINSURER's Standard and Poor's Insurer Financial Strength
Rating ("S&P Rating") is reduced to "BBB-" or lower or Xxxxx'x
Investors Service Insurer Financial Strength Rating ("Xxxxx'x
Rating") is reduced to Baa3 or lower, or any of the foregoing
ratings are withdrawn. REINSURER must report any adverse change
in or withdrawal of its S&P Rating or Xxxxx'x Rating to CEDING
COMPANY within fifteen (15) days of the change. Any notice of
termination given by the CEDING COMPANY enabled by such rating
reduction shall be deemed withdrawn if the REINSURER's S&P Rating
is restored to a level higher than "BBB-" or Xxxxx'x Rating is
restored to a level higher than Baa3 during the 90-day notice
period.
D. The REINSURER shall have the option of terminating this AGREEMENT with
ninety (90) days written notice to the CEDING COMPANY after the occurrence
of the following:
1. The CEDING COMPANY fails to pay MONTHLY REINSURANCE PREMIUM on or
before the REMITTANCE DATE. In the event that the MONTHLY REINSURANCE
PREMIUMS are not paid by the REMITTANCE DATE other than amounts that
are the subject of a good faith dispute, the REINSURER shall have the
right to terminate this agreement by giving ninety (90) days written
notice of termination to the CEDING COMPANY. If all premiums in
default and interest owed in accordance with Article III, paragraph E
are received by the REINSURER within the ninety (90) day time period,
this AGREEMENT will remain in effect and the notice of termination
shall be deemed withdrawn. If premiums remain in default as of the
close of the last day of this ninety (90) day notice period other than
amounts that are the subject of a good faith dispute, the REINSURER's
liability for all risks reinsured associated with the defaulted
premiums under this AGREEMENT will terminate. The CEDING COMPANY shall
not force early termination by withholding payments to the REINSURER
under this provision.
E. Except as otherwise provided herein, upon termination of this AGREEMENT,
the REINSURER shall have no reinsurance liability with respect to any
VARIABLE ANNUITY CONTRACTS. Notwithstanding termination of reinsurance as
provided herein, the CEDING COMPANY shall continue to be liable to the
REINSURER for all undisputed unpaid reinsurance premiums earned by the
REINSURER under this
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AGREEMENT and the REINSURER shall continue to be liable to the CEDING
COMPANY for all unpaid GMDB CLAIMS owed to the CEDING COMPANY under this
AGREEMENT for deaths occurring prior to or on the TERMINATION DATE to the
same extent and in the same manner as if this Agreement had not been
terminated, subject to the limitation of Article VI, Section F. Upon any
termination of this AGREEMENT, the REINSURER shall pay the CEDING COMPANY
the amount of any reinsurance premium received by the REINSURER that is
unearned as of the TERMINATION DATE. Such amounts owed by either party are
subject to a daily interest charge from the REMITTANCE DATE until the date
paid. The daily interest rate is equal to 1/365 times the sum of (1) the
3-month LIBOR rate as of the most recent MONTHLY VALUATION DATE, as
published in the Wall Street Journal, plus 1.00%.
ARTICLE IV - AUTOMATIC PROVISIONS
A. Subject to Article III, on the EFFECTIVE TIME of this AGREEMENT, the CEDING
COMPANY shall automatically cede and the REINSURER shall automatically
accept the ACTIVE CONTRACTS that are covered under this AGREEMENT.
B. This AGREEMENT covers only the liability for GMDB CLAIMS paid under
VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were inforce
prior to the EFFECTIVE TIME.
C. This AGREEMENT covers only the liability for GMDB CLAIMS paid under
VARIABLE ANNUITY CONTRACTS invested in variable and fixed investment funds
listed on Schedule B. If the CEDING COMPANY intends to cede to the
REINSURER a liability with respect to a new or revised investment fund it
must provide written notice to the REINSURER of such intention together
with a copy of the new or revised investment fund, and a revised Schedule
B. The CEDING COMPANY may add new or revised investment funds without
REINSURER approval.
D. This AGREEMENT covers only the liability for GMDB CLAIMS where the date of
death of the INSURED LIFE is on or after the EFFECTIVE TIME and before or
on the TERMINATION DATE.
E. The REINSURER'S liability for GMDB CLAIMS may be limited in accordance with
Schedule C-2.
F. The REINSURER's liability under this AGREEMENT shall attach simultaneously
with that of the CEDING COMPANY, and all reinsurance with respect to which
the REINSURER shall be liable by virtue of this AGREEMENT shall be subject
in all respects to the same risks, terms, rates, conditions,
interpretations, assessments, waivers, proportion of premiums paid to the
CEDING COMPANY without any deductions for brokerage, and to the same
modifications, alterations and cancellations, as the respective VARIABLE
ANNUITY CONTRACTS to which liability under this AGREEMENT attaches, the
true intent of this AGREEMENT being that the REINSURER shall, in every case
to which liability under this
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AGREEMENT attaches, follow the fortunes of the CEDING COMPANY, and the
REINSURER shall be bound, without limitation, by all payments and
settlements entered into by or on behalf of the CEDING COMPANY.
ARTICLE V - PREMIUM ACCOUNTING AND SETTLEMENT
A. If reinsurance premiums are not paid by the REMITTANCE DATE, interest in
accordance with Article III, paragraph E will be assessed from the
REMITTANCE DATE.
B. On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the
REINSURER its statement of account and data requirements as set forth in
Schedule G together with its remittance for the MONTHLY REINSURANCE PREMIUM
as shown therein as well as any premium adjustments from the prior period,
net of the amount of any GMDB CLAIMS reflected in such statement of
account, together with a request (or at least sufficient data to show the
GMDB CLAIMS were properly paid) for reimbursement for the aggregate amount,
if any, of GMDB CLAIMS that exceeds the MONTHLY REINSURANCE PREMIUM. The
parties hereto agree and acknowledge that failure to provide submissions of
data in accordance with Schedule G within ninety (90) days after the due
date under this Article V, paragraph B shall constitute a material breach
of this AGREEMENT.
C. If the amounts due cannot be determined by the REMITTANCE DATE, the CEDING
COMPANY shall have ninety (90) days to determine the appropriate premium
and remit with interest in accordance with Article III, paragraph E.
D. For the avoidance of doubt, payment of MONTHLY REINSURANCE PREMIUM on the
REMITTANCE DATE when due in accordance with Article V, paragraph B, shall
constitute payment in arrears of the reinsurance premium for this
Agreement; PROVIDED, HOWEVER, that MONTHLY REINSURANCE PREMIUM, if any,
paid in advance of the REMITTANCE DATE when due shall be deemed earned on
such REMITTANCE DATE.
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ARTICLE VI - REINSURANCE CLAIM CALCULATIONS AND DOCUMENTATION
A. The REINSURER shall not be responsible for any obligation of the
CEDING COMPANY to any party under any VARIABLE ANNUITY CONTRACTS
issued by the CEDING COMPANY. The CEDING COMPANY is solely responsible
for payment of claims under the VARIABLE ANNUITY CONTRACTS.
B. The CEDING COMPANY shall calculate the GMDB CLAIM in compliance with
Schedule C-1, paragraph 1.
C. If requested by the REINSURER, the CEDING COMPANY shall promptly
provide the REINSURER with proof of claim, proof of claim payment and
any other claim documentation identified by the REINSURER, in
accordance with Schedule G. In cases that require escheatment to the
state due to published death records (e.g., via the Social Security
Death Master File or similar database), for deaths outside of the
United States, or certain other exception situations, death
certificates may not be available and alternative proofs of death
shall be acceptable.
D. If the REINSURER does not reimburse GMDB CLAIMS in excess of the
MONTHLY REINSURANCE PREMIUM (as provided under Article V, paragraph B)
by the REMITTANCE DATE of the following valuation month, interest
calculated in accordance with Article III, paragraph E will be
assessed from that REMITTANCE DATE and will continue until the GMDB
CLAIMS are paid in full.
E. A final statement of accounts prepared by the CEDING COMPANY is due
sixty (60) days after the TERMINATION DATE. On or before this date,
the CEDING COMPANY shall forward to the REINSURER its final statement
of account as set forth in Schedule G. Based on the statement of
account, any amounts owed by either party must be paid within thirty
(30) days of receiving the statement of accounts. If amounts owed are
not paid within thirty (30) days of receiving the statement of
account, the amounts owed are subject to an interest charge in
accordance with Article III, paragraph E, assessed beginning thirty
(30) days after receiving the statement of account.
F. The CEDING COMPANY shall have six (6) months after the TERMINATION
DATE to submit to REINSURER an amended final statement of account. Any
amounts owed by either the CEDING COMPANY or the REINSURER based on
the amended final statement of account must be paid within thirty (30)
days of receipt of the amended final statement. If the amount owed is
not paid within thirty (30) days of receiving the statement of
account, the amount owed is subject to an interest charge in
accordance with Article III, Paragraph E.
ARTICLE VII - RESERVES
A. The REINSURER will hold CGAAP reserves for its share of liability
under this AGREEMENT.
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ARTICLE VIII - LITIGATION
In the event of any action brought against the CEDING COMPANY under any VARIABLE
ANNUITY CONTRACT that is subject to the terms and conditions of this AGREEMENT,
the CEDING COMPANY shall provide a copy of such action and written notice of
such action within thirty (30) BUSINESS DAYS from its receipt of the summons and
complaint to the REINSURER.
ARTICLE IX - ACCESS TO RECORDS
A. The REINSURER and the CEDING COMPANY, or their respective duly authorized
representatives, shall have access at any reasonable time during regular
business hours, to each other's records, including the right to photocopy
and retain copies of such documents, which reasonably pertain to this
AGREEMENT; provided, however, that neither party shall have access to the
other party's pricing files; provided, further, however, that the CEDING
COMPANY shall not have access to the REINSURER's records, files, documents,
or correspondence of any kind or format in relation to any retrocession
coverage it has obtained on the reinsurance under this AGREEMENT. REINSURER
shall cooperate with any GOVERNMENTAL AUTHORITY having jurisdiction over
CEDING COMPANY by providing access to such records. Records shall be
maintained in accordance with prudent standards of insurance company record
keeping and must be retained for a period of at least three (3) years after
the final settlement date. Upon request, within one hundred and thirty
(130) days following the end of each calendar year, the CEDING COMPANY and
the REINSURER will provide each other with copies of their respective
audited financial statements.
Notwithstanding the foregoing, if the REINSURER has not disputed any
particular claim(s) under this AGREEMENT, payment of one or more of such
claim(s) is more than ninety (90) days overdue according to the CEDING
COMPANY's records, and the CEDING COMPANY has responded to timely requests
for relevant information in connection with such claim(s), the REINSURER
shall not have access to any of the CEDING COMPANY's records relating to
this AGREEMENT without the prior written consent of the CEDING COMPANY. A
claim will be considered "disputed" if the REINSURER has contested the
amount due in writing to the CEDING COMPANY. Notwithstanding anything to
the contrary herein, the CEDING COMPANY has the right to withhold any
documents or information from the REINSURER that in the CEDING COMPANY's
judgment is protected by any applicable privileges and/or doctrines,
including but not limited to the attorney-client privilege and work product
doctrine, and will notify the REINSURER in the event any such documents or
information is withheld.
B. The CEDING COMPANY and the REINSURER may come into the possession or
knowledge of CONFIDENTIAL INFORMATION of the other in fulfilling
obligations under this AGREEMENT. Each party agrees to hold such
CONFIDENTIAL INFORMATION in the strictest confidence and to take all
reasonable steps to ensure that such CONFIDENTIAL INFORMATION is not
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disclosed in any form by any means by each of them or by any of its employees to
third parties of any kind, other than attorneys, accountants, reinsurance
intermediaries, consultants, retrocessionaires, hedge or other risk mitigation
counterparties in connection with its retrocession on a need-to-know basis,
CEDING COMPANY's or REINSURER's AFFILIATES' officers, directors, employees,
auditors and representatives who have a need for such information in the conduct
of business, including as might be necessary during the course of external
audits, to the extent it is required to disclose any such information in its
statutory filings, other than with respect to non-public personal information to
the extent it is required to provide such information to any rating agency, or
as required by applicable law or any order, request, or subpoena by any
GOVERNMENTAL ENTITY, except by advance written authorization by an officer of
the authorizing party; provided, however, that either party will be deemed to
have satisfied its obligations as to the CONFIDENTIAL INFORMATION by protecting
its confidentiality in the same manner that such party protects its own
proprietary or CONFIDENTIAL INFORMATION of like kind which shall be at least a
reasonable manner. "CONFIDENTIAL INFORMATION" means any information which (1) is
not generally available to or known by the public, or (2) has not been lawfully
obtained or developed by either party independently and not in violation of this
AGREEMENT or from any source other than the other party, provided that such
source is not bound by a duty of confidentiality to such other party, and which
consists of:
1. Information or knowledge about each party's products, processes,
services, finances, customers, research, computer programs, marketing
and business plans, claims management practices; and
2. Any medical or other personal, individually identifiable information
about people or business entities with whom the parties do business,
including customers, prospective customers, vendors, suppliers,
individuals covered by insurance plan, and each party's producers and
employees.
3. Records provided pursuant to Paragraph A, above.
C. If either the CEDING COMPANY or the REINSURER discloses CONFIDENTIAL
INFORMATION to its AFFILIATES, officers, directors, employees, auditors,
representatives, retrocessionaires or hedge counterparties, such parties
shall also be deemed bound by this Article's provisions on disclosing
CONFIDENTIAL INFORMATION. The CEDING COMPANY or the REINSURER must inform
the interested party of the provisions of this Article and agree to ensure
that the interested parties honor the provisions.
D. This Article expires 3 years after the TERMINATION DATE.
ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS
It is expressly understood and agreed that if failure to comply with any terms
of this
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AGREEMENT is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either the CEDING COMPANY or the
REINSURER, both the CEDING COMPANY and the REINSURER, will be restored to the
position they would have occupied, had no such error, misunderstanding or
omission occurred, subject always to the correction of the error,
misunderstanding or omission.
ARTICLE XI - CURRENCY
All amounts hereunder, including all monetary data elements as described in
Schedule G, are expressed in United States dollars and all premium and claim
payments shall be made in United States dollars.
ARTICLE XII - INSOLVENCY
A. In the event of insolvency of the CEDING COMPANY, all reinsurance under
this AGREEMENT will be payable directly by the REINSURER to the CEDING
COMPANY or to its liquidator, receiver, conservator or statutory successor
on the basis of the REINSURER's liability to the CEDING COMPANY without
diminution because of the insolvency of the CEDING COMPANY or because the
liquidator, receiver, conservator or statutory successor of the CEDING
COMPANY has failed to pay all or a portion of any claim.
B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver,
or statutory successor will, within reasonable time after the claim is
filed in the insolvency proceeding, give written notice to the REINSURER of
all pending claims against the CEDING COMPANY on any contracts reinsured.
While a claim is pending, the REINSURER may investigate and interpose, at
its own expense, in the proceedings where the claim is adjudicated, any
defense or defenses that it may deem available to the CEDING COMPANY or its
liquidator, receiver, or statutory successor. The expense 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 that 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
expense will be apportioned in accordance with the terms of this AGREEMENT
as though such expense had been incurred by the CEDING COMPANY.
C. If the REINSURER is not licensed or accredited to transact insurance or
reinsurance in the Commonwealth of Massachusetts or if the Barbados branch
does not hold a valid licence to transact reinsurance in Barbados, then the
following shall apply: In the event of the failure of the REINSURER to
perform its obligations under the terms of this AGREEMENT, the REINSURER,
at the request of the CEDING COMPANY, shall submit to the jurisdiction of
an alternative dispute resolution panel or any court of competent
jurisdiction in any state of the United States, will comply with all
requirements necessary to give such panel or court jurisdiction, and will
abide by the
14
final decision of such panel or court; and the REINSURER will designate the
Commonwealth of Massachusetts Commissioner of Insurance or a designated
attorney as its true and lawful attorney upon whom may be served any lawful
process in any action, suit, or proceeding instituted by or on behalf of
the CEDING COMPANY.
D. In the event of insolvency of the CEDING COMPANY, the reinsurance shall be
payable under a contract(s) reinsured by the REINSURER on the basis of
claims filed and allowed in the liquidation proceeding, without diminution
because of the insolvency of the CEDING COMPANY. The payments shall be made
directly to the CEDING COMPANY or to its domiciliary liquidator, except:
(1) where the contract of insurance or reinsurance specifically provides
another payee of such reinsurance in the event of insolvency of the CEDING
COMPANY, or (2) where the REINSURER, with the consent of the direct
insured, has assumed the policy obligations of the CEDING COMPANY as direct
obligations of the REINSURER to the payees under the policies and in
substitution for the obligations of the CEDING COMPANY to the payees.
ARTICLE XIII - ARBITRATION
A. As a condition precedent to any right of action hereunder, any dispute
arising out of the interpretation, performance, or breach of this
Agreement, including the formation or validity thereof, or any right,
obligation or liability of either party, whether such dispute arises before
or after termination of this AGREEMENT, shall be submitted to arbitration
upon the written request of either party. Each party shall select an
arbitrator within thirty (30) days after the written request for
arbitration. If either party refuses or neglects to appoint an arbitrator
within thirty (30) days after the written request for arbitration, the
other party may appoint the second arbitrator. The two arbitrators shall
select an umpire within thirty (30) days after the appointment of the
second arbitrator. If the two arbitrators fail to agree on the selection of
the umpire within thirty (30) days after the appointment of the second
arbitrator, either party may submit a request to the XXXXX-US to select an
umpire, subject to the requirements for such arbitrator set forth below.
B. The arbitrators and the umpire all shall be active or retired,
disinterested executive officers of insurance or reinsurance companies. The
umpire shall preside at all hearings and meetings of the panel and shall
announce the decision of the panel. The majority vote of the arbitrators
and the umpire shall be the decision of the panel. The decision shall be in
writing signed by the majority in favor thereof.
C. The arbitration panel shall consider this AGREEMENT as an honorable
engagement and shall make a decision and award with regard to the terms
expressed in this Agreement and the recognized customs and practices of the
insurance business . The arbitration panel is released from judicial
formalities and shall not be bound by strict rules of procedure and
evidence. Interpreting this AGREEMENT, should it become necessary to refer
to the laws of any particular jurisdiction, the arbitration panel shall
apply the laws of the Commonwealth of Massachusetts without regard to the
conflicts
15
of laws provision thereof.
D. The decision of the arbitration panel shall be final and binding on both
parties. The arbitration panel may, at its discretion, award costs and
expenses as it deems appropriate, including, but not limited to, attorneys'
fees and interest and compensatory damages. Judgment may be entered upon
the final decision of the arbitration panel in any court of competent
jurisdiction.
E. All meetings and hearings before the arbitration panel shall take place in
Southborough, Massachusetts unless some other place is mutually agreed upon
by both parties or ordered by the panel.
F. In the absence of a decision to the contrary by the arbitration panel, each
party shall bear the expense of the arbitrator chosen by or for it and
shall jointly and equally bear with the other party the expense of the
umpire and of the arbitration.
ARTICLE XIV - OFFSET
Either party shall have, and may exercise at any time the right to offset any
balance or amounts whether on account of premiums, or on account of claims or
otherwise, due from one party to the other under the terms of this AGREEMENT.
ARTICLE XV - MISCELLANEOUS
A. This AGREEMENT will be binding to the parties and their respective
successors and permitted assignees. This AGREEMENT may not be assigned by
either party without the written consent of the other; provided, however,
that without the consent of the REINSURER the CEDING COMPANY may at any
time assign (whether by novation, transfer, operation of law or otherwise)
to a recently formed reinsurer AFFILIATE organized in Bermuda all or a
portion of its rights and obligations under this AGREEMENT; provided,
further, however, that with the consent of the REINSURER, which shall not
be unreasonably withheld, conditioned or delayed, the CEDING COMPANY
(including the foregoing assignee) may at any time assign (whether by
novation, transfer, operation of law or otherwise) to one or more of its
other AFFILIATES all or a portion of its rights and obligations under this
AGREEMENT.
B. The REINSURER will reimburse the CEDING COMPANY for United States Federal
Excise Tax assessed and paid on this AGREEMENT for the REINSURER's quota
share of the business, as described in Schedule F, but in no event will the
reimbursement be greater than 1% of reinsurance premium paid on this
AGREEMENT. Such reimbursement will be made on the first MONTHLY VALUATION
DATE that coincides with a REINSURANCE PREMIUM DUE DATE and that falls at
least ten (10) BUSINESS DAYS after notice of the tax payment is received by
the REINSURER. The CEDING COMPANY will be responsible for the timely
payment of Federal Excise
16
Tax and for the filing of all required tax, information returns, or filings
with the Internal Revenue Service with respect to this AGREEMENT.
C. The REINSURER represents and warrants that it has not made an election to
be treated as a United States corporation under Section 953(d) of the
United States Internal Revenue Code and that premiums received by it are
not effectively connected with its conduct of a trade or business in the
United States. The REINSURER will not be required to establish a funding
vehicle for the CEDING COMPANY to receive U.S. Statutory Reserve credit.
D. The AGREEMENT constitutes the entire statement of agreement between the
parties with regard to the subject matter hereof. There are no other
understandings or agreements between the parties regarding the contracts
reinsured other than as expressed in this AGREEMENT. Any changes or
additions to this AGREEMENT must be effected by means of a written
amendment that has been signed by both parties.
E. Notwithstanding the termination of this AGREEMENT as provided herein, its
provisions will continue to apply hereunder to the end that all obligations
and liabilities incurred by each party hereunder will be full performed and
discharged.
F. This AGREEMENT shall be construed in accordance with the laws of the
Commonwealth of Massachusetts without giving effect to the principles of
conflicts of law thereof.
G. This AGREEMENT may be executed and delivered in separate counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
H. If any provision of this AGREEMENT should be rendered invalid, illegal or
unenforceable, the parties will renegotiate the AGREEMENT in good faith to
cure such invalid, illegal or unenforceable provision. If such negotiations
are unsuccessful to resolve the matter, then (i) such invalid, illegal or
unenforceable provision will be deleted from the AGREEMENT, (ii) to the
maximum extent permitted by law, such invalidity, illegality or
unenforceability will not affect any other provisions of this AGREEMENT and
(iii) this AGREEMENT will be construed to give effect to the remaining
provisions hereof to carry out its original intent.
I. Neither the failure nor any delay on the part of CEDING COMPANY or
REINSURER to exercise any right, remedy, power, or privilege under this
Agreement shall operate as a waiver thereof. No single or partial exercise
of any right, remedy, power or privilege shall preclude the further
exercise of that right, remedy, power or privilege or the exercise of any
other right, remedy, power or privilege. No waiver of any right, remedy,
power or privilege with respect to any occurrence shall be construed as a
waiver of that right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and signed
by the party granting the waiver.
17
J. The REINSURER shall not issue any press release with respect to this
AGREEMENT unless the parties mutually agree in writing.
ARTICLE XVI - NOTICES
A. All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via facsimile with evidence
of successful transmission, sent via reputable overnight carrier, or
dispatched by certified or registered mail, return receipt requested,
postage prepaid, addressed to the parties as follows:
Chief Financial Officer (with a copy to the General Counsel)
Commonwealth Annuity and Life Insurance Company
000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000 XXX
Phone: 000-000-0000 Fax: 000-000-0000
Reinsurance Treaty Department
The Canada Life Assurance Company
Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxxx
Xx. Xxxxxxx XX00000
Xxxxxxxx, West Indies
Phone: 000-000-0000 Fax: 000-000-0000
With a copy to:
Reinsurance Treaty Department
The Canada Life Assurance Company
0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000 XXX
Phone: 000-000-0000 Fax: 000-000-0000
B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Any party may change the address to which to send notices by
notifying the other party of such change of address in writing in
accordance with the foregoing.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.
18
In witness whereof, the parties hereto have caused this AGREEMENT to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.
THE CANADA LIFE ASSURANCE COMPANY COMMONWEALTH ANNUITY AND LIFE
(operating through its Barbados INSURANCE COMPANY
branch)
By /s/ Xxxxxxx X. Xxxxx By /s/ XXXXXXXX X. XXX XXXXXX
-------------------------------- ------------------------------
Name Xxxxxxx X. Xxxxx Name XXXXXXXX X. XXX XXXXXX
Principal Representative PRESIDENT AND CHIEF EXE
-------------------------------- ------------------------------
Date February 4, 2013 Date 2/5/13.
-------------------------------- ------------------------------
By /s/ Xxxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxxxxxx
-------------------------------- ------------------------------
Name Xxxxxx X. Xxxxx Name Xxxxx X. Xxxxxxxxx
Branch Representative SVP
-------------------------------- ------------------------------
Date February 4, 2013 Date 2/5/13
-------------------------------- ------------------------------
19
SCHEDULE A
Description of Guaranteed Minimum Death Benefits (GMDBs)
The guaranteed minimum death benefits are described in the VARIABLE ANNUITY
CONTRACTS, riders, or prospectuses.
I. Dollar for Dollar Reduction for withdrawals:
Maximum of (AV, premium, 7yr ratchet)
Maximum of (AV, premium, 5yr ratchet)
II. Proportionate or Blended Reduction for Withdrawals:
Maximum of (AV, premium)
Maximum of (AV, premium, 5yr ratchet)
Maximum of (AV, 5% premium rollup, 1 yr ratchet)
Maximum of (AV, premium, 1 yr ratchet)
Maximum of (AV, 7% premium rollup)
Maximum of (AV, 7% premium rollup, 1 yr ratchet)
Maximum of (AV, premium, 15% Breakthrough ratchet)
Maximum of (AV, premium, 10% Breakthrough ratchet)
Maximum of (AV, 5% premium rollup, 15% Breakthrough ratchet)
Maximum of (AV, 5% premium rollup, 10% Breakthrough ratchet)
20
SCHEDULE B
Investment Funds Subject to this Agreement
All Investment Funds available to VARIABLE ANNUITY CONTRACT owners on the
EFFECTIVE TIME are subject to this AGREEMENT. New Investment Funds, eligible for
reinsurance hereunder since the EFFECTIVE TIME, are listed below:
GS VIT Global Navigator Markets Fund
21
SCHEDULE C-1
Limits and Rules of the CEDING COMPANY
CEDING COMPANY will determine the guaranteed minimum death benefit for each
contract within fourteen (14) days of receipt of the date the CEDING COMPANY
determines the claim is in good order.
22
SCHEDULE C-2
Limits and Rules of the REINSURER
1) The REINSURER's liability cannot be increased as a result of CEDING COMPANY's
actions with respect to contested claims; provided, however that, except as
provided under the following proviso, to the extent the contestation of a GMDB
CLAIM with a claimant under a VARIABLE ANNUITY CONTRACT results in any
incremental liability above the amount of a GMDB CLAIM calculated in accordance
with this AGREEMENT, the REINSURER shall not be obligated to reimburse the
incremental amount of such liability hereunder; provided, further, however, that
if the REINSURER requests or recommends that the CEDING COMPANY contest or
settle a claim, REINSURER shall share in all expenses and other liability
relating to contestation and settlement in accordance with its quota share under
this AGREEMENT.
2) The REINSURER's liability cannot be increased as a result of
extra-contractual entitlements granted by the CEDING COMPANY, including
extension of the maximum annuity commencement date.
3) The REINSURER will not be liable for extra contractual damages (whether they
constitute Compensatory damages, Statutory penalties, Exemplary or Punitive
damages) which are awarded against the CEDING COMPANY unless such damages result
from any action or omission of or recommendation or request by the REINSURER.
23
SCHEDULE D
REINSURANCE PREMIUM RATES
by OLDEST INSURED LIFE'S ATTAINED AGE LAST BIRTHDAY and SEX
ATTAINED
AGE
(ALB) MALE FEMALE
----------------------------------------------------------
0 123.0% 115.5%
1 123.0% 115.5%
2 123.0% 115.5%
3 123.0% 115.5%
4 123.0% 115.5%
5 123.0% 115.5%
6 123.0% 115.5%
7 123.0% 115.5%
8 123.0% 115.5%
9 123.0% 115.5%
10 123.0% 115.5%
11 123.0% 115.5%
12 123.0% 115.5%
13 123.0% 115.5%
14 123.0% 115.5%
15 123.0% 115.5%
16 123.0% 115.5%
17 123.0% 115.5%
18 123.0% 115.5%
19 123.0% 115.5%
20 123.0% 115.5%
21 123.0% 115.5%
22 123.0% 115.5%
23 123.0% 115.5%
24 123.0% 115.5%
25 123.0% 115.5%
26 123.0% 115.5%
27 123.0% 115.5%
28 123.0% 115.5%
29 123.0% 115.5%
30 123.0% 115.5%
31 123.0% 115.5%
32 123.0% 115.5%
33 123.0% 115.5%
34 123.0% 115.5%
35 123.0% 115.5%
36 123.0% 115.5%
37 123.0% 115.5%
38 123.0% 115.5%
39 123.0% 115.5%
40 123.0% 115.5%
41 123.0% 115.5%
42 123.0% 115.5%
43 123.0% 115.5%
44 123.0% 115.5%
45 123.0% 115.5%
46 123.0% 115.5%
47 123.0% 115.5%
48 123.0% 115.5%
49 123.0% 115.5%
50 123.0% 115.5%
51 123.0% 115.5%
52 123.0% 115.5%
53 123.0% 115.5%
54 123.0% 115.5%
55 120.0% 113.0%
56 120.0% 113.0%
57 120.0% 113.0%
58 120.0% 113.0%
59 120.0% 113.0%
60 118.5% 111.5%
61 118.5% 111.5%
62 118.5% 111.5%
63 118.5% 111.5%
64 118.5% 111.5%
65 118.5% 110.5%
66 118.5% 110.5%
67 118.5% 110.5%
68 118.5% 110.5%
69 118.5% 110.5%
70 118.5% 110.5%
71 118.5% 110.5%
72 118.5% 110.5%
73 118.5% 110.5%
74 118.5% 110.5%
75 119.5% 111.0%
76 119.5% 111.0%
77 119.5% 111.0%
78 119.5% 111.0%
79 119.5% 111.0%
80 122.0% 114.0%
81 122.0% 114.0%
82 122.0% 114.0%
83 122.0% 114.0%
84 122.0% 114.0%
85 124.0% 114.0%
86 125.0% 114.0%
87 125.0% 114.0%
88 125.0% 114.0%
89 125.5% 114.0%
90 130.0% 116.5%
91 133.0% 118.5%
92 133.5% 119.5%
93 133.5% 120.0%
94 133.5% 121.0%
95 137.0% 125.5%
96 138.0% 125.5%
97 139.5% 127.0%
98 141.5% 129.0%
99 144.5% 131.5%
100 147.5% 132.0%
101 150.5% 132.0%
102 154.0% 132.0%
103 159.0% 132.0%
104 162.5% 132.0%
105 162.5% 132.0%
106 162.5% 132.0%
107 162.5% 132.0%
108 162.5% 132.0%
109 162.5% 132.0%
110 162.5% 132.0%
111 162.5% 132.0%
112 162.5% 132.0%
113 162.5% 132.0%
114 162.5% 132.0%
115+ 162.5% 132.0%
24
SCHEDULE E
MORTALITY RATES
by OLDEST INSURED LIFE'S ATTAINED AGE LAST BIRTHDAY and SEX
Xxxxx VA Monthly Mortality Rates (Rates per $1 of NAR)
ATTAINED
AGE (ALB) MALE FEMALE
---------------------------------------------------------
0 0.00003 0.00003
1 0.00003 0.00003
2 0.00002 0.00002
3 0.00002 0.00002
4 0.00002 0.00001
5 0.00002 0.00001
6 0.00001 0.00001
7 0.00001 0.00001
8 0.00001 0.00001
9 0.00001 0.00001
10 0.00001 0.00001
11 0.00001 0.00001
12 0.00002 0.00001
13 0.00002 0.00001
14 0.00002 0.00001
15 0.00002 0.00002
16 0.00003 0.00002
17 0.00003 0.00002
18 0.00003 0.00002
19 0.00003 0.00002
20 0.00003 0.00002
21 0.00004 0.00002
22 0.00004 0.00002
23 0.00004 0.00002
24 0.00004 0.00002
25 0.00004 0.00002
26 0.00005 0.00002
27 0.00005 0.00002
28 0.00005 0.00002
29 0.00005 0.00002
30 0.00005 0.00003
31 0.00005 0.00003
32 0.00006 0.00003
33 0.00006 0.00003
34 0.00006 0.00003
35 0.00006 0.00003
36 0.00006 0.00003
37 0.00006 0.00004
38 0.00006 0.00004
39 0.00007 0.00004
40 0.00007 0.00005
41 0.00008 0.00005
42 0.00009 0.00005
43 0.00009 0.00005
44 0.00010 0.00006
45 0.00011 0.00006
46 0.00012 0.00007
47 0.00013 0.00008
48 0.00014 0.00009
49 0.00015 0.00010
50 0.00016 0.00012
51 0.00017 0.00013
52 0.00019 0.00014
53 0.00021 0.00016
54 0.00023 0.00017
55 0.00025 0.00019
56 0.00028 0.00021
57 0.00031 0.00023
58 0.00035 0.00025
59 0.00039 0.00027
60 0.00043 0.00030
61 0.00048 0.00033
62 0.00053 0.00037
63 0.00059 0.00041
64 0.00065 0.00045
65 0.00072 0.00050
66 0.00080 0.00056
67 0.00088 0.00062
68 0.00098 0.00069
69 0.00108 0.00076
70 0.00120 0.00085
71 0.00133 0.00094
72 0.00148 0.00105
73 0.00165 0.00116
74 0.00184 0.00130
75 0.00206 0.00145
76 0.00232 0.00163
77 0.00261 0.00183
78 0.00295 0.00207
79 0.00333 0.00233
80 0.00376 0.00264
81 0.00424 0.00299
82 0.00478 0.00339
83 0.00538 0.00384
84 0.00604 0.00436
85 0.00677 0.00495
86 0.00757 0.00561
87 0.00845 0.00635
88 0.00939 0.00718
89 0.01042 0.00810
90 0.01152 0.00912
91 0.01271 0.01025
92 0.01398 0.01148
93 0.01534 0.01283
94 0.01679 0.01431
95 0.01833 0.01591
96 0.01997 0.01765
97 0.02172 0.01952
98 0.02359 0.02154
99 0.02560 0.02371
100 0.02774 0.02603
101 0.03004 0.02852
102 0.03249 0.03117
103 0.03511 0.03400
104 0.03792 0.03700
105 0.04091 0.04018
106 0.04410 0.04356
107 0.04750 0.04712
108 0.05111 0.05089
109 0.05495 0.05487
110 0.05903 0.05905
111 0.06336 0.06345
112 0.06795 0.06808
113 0.07280 0.07293
114 0.07792 0.07801
115+ 0.08333 0.08333
25
SCHEDULE F
REINSURER Quota Share of Risk
For each VARIABLE ANNUITY CONTRACT, REINSURED NET AMOUNT AT RISK will be based
on REINSURER's 89% quota share of risk under this AGREEMENT.
26
SCHEDULE G
Reporting Format and Data Requirements
MONTHLY REPORTING DATA REQUIREMENTS (PREPARED BY CEDING COMPANY)
ACTIVE CONTRACTS ONLY
Contract Identifier
Insured Life Indicator (Owner or Annuitant)
Annuitant Date of Birth
Annuitant Sex
Joint Annuitant Date of Birth (if applicable)
Joint Annuitant Sex (if applicable)
Owner Date of Birth
Owner Sex
Joint Owner Date of Birth (if applicable)
Joint Owner Sex (if applicable)
Issue Date
Cumulative Premiums
Cumulative Withdrawals
Account value by subaccount and in total
GMDB Type
GMDB Amount
NET AMOUNT AT RISK
Qualified Status
Termination Indicator (reported in first monthly report following termination)
Maximum Annuity Commencement Date
QUARTERLY REPORTING REQUIREMENTS (PREPARED BY REINSURER)
GAAP Surplus position
Standard and Poor's Ratings
ADDITIONAL MONTHLY CLAIM REPORTING DATA REQUIREMENTS (PREPARED BY CEDING
COMPANY)
DEATHS ONLY:
This includes Monthly Reporting Data Requirements as of the Date of Notification
(the date that death related paperwork is submitted in full), plus the
following:
Date of Death
Deceased's Date of Birth
Deceased's Sex
Date Claim Processed
Death Benefit Paid
Death Benefit Proceeds in Excess of Account Value
MONTHLY STATEMENT OF ACCOUNT (PREPARED BY CEDING COMPANY)
(prepared by Market and in aggregate)
1. Calculated value of GMDB CLAIMS to be reimbursed
2. Calculated value of REINSURED NET AMOUNT AT RISK and MONTHLY REINSURANCE
PREMIUM
27
