AGREEMENT GOVERNING CONTRIBUTION
TO
XEROX VARIABLE ANNUITY ACCOUNT ONE
BY
XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY
This Agreement is made by and between XEROX VARIABLE ANNUITY ACCOUNT ONE
("Separate Account"), a separate account of Xerox Financial Services Life
Insurance Company duly organized under the laws of the State of Missouri and
Xerox Financial Services Life Insurance Company ("Insurance Company"), a life
insurance company duly organized under the laws of the State of Missouri.
WHEREAS, Insurance Company has established the Separate Account for the purpose
of issuing variable annuity contracts and proposes to contribute to the Separate
Account up to the sum of $10,000,000 ("Contribution(s)") in the manner
hereinafter described;
WHEREAS, it is necessary and desirable that the terms under which said
Contribution(s) is made and the respective rights of Insurance Company and the
Separate Account with respect thereto be determined;
NOW, THEREFORE, it is hereby agreed between Insurance Company and the Separate
Account as follows:
I
Insurance Company hereby commits itself to make an initial Contribution to the
Separate Account of $100,000 and may, in its sole discretion, make subsequent
Contributions up to the sum of $10,000,000 (inclusive of the $100,000 initial
Contribution). Insurance Company hereby represents and agrees that it is making
such Contribution(s) for purposes of providing working capital for the Separate
Account and not with a view to redeeming or disposing of any interest in the
Separate Account resulting from such Contribution(s).
II
In consideration for such Contribution(s) and without deduction of any sales or
other charges, the Separate Account shall credit Insurance Company with
accumulation units of which Insurance Company shall be the owner. Such
accumulation units shall share pro rate in the investment performance of the
Separate Account and shall be subject to the same valuation procedures and the
same periodic charges as are other accumulation units and annuity units in the
Separate Account.
III
Insurance Company hereby acknowledges that by making such Contribution(s) it is
not and shall not be regarded as a creditor of the Separate Account and that the
relationship of debtor-creditor between the Separate Account and Insurance
Company does not exist with respect to the amount so contributed. Insurance
Company agrees that by making such Contribution(s) it is not now and shall not
in the future be, or be deemed to be, the holder of any interest other than as
provided in paragraph II of this agreement. Insurance Company agrees that its
interest in the Separate Account as a result of such Contribution(s) shall be
neither senior to nor subordinate to the interests of owners of variable annuity
contracts issued with respect to the Separate Account and that, in the event of
liquidation of the Separate Account, however occurring, Insurance Company shall
have no preferential rights of any kind over such contract owners' but shall
share ratably with them.
IV
All commitments of Insurance Company hereunder shall be forever binding upon its
successor or successors.
V
Insurance Company shall not withdraw the initial Contribution of $100,000 prior
to five years from the date hereof unless the program is terminated and no more
variable annuity Contracts are offered through the Separate Account. The Company
may also, at any time, withdraw one dollar of the initial Contribution for each
dollar of assets contributed to the Separate Account in the form of purchase
payments from annuity contract owners. There are no limitations on withdrawals
for subsequent Contributions.
VI
The Separate Account hereby accepts such Contribution(s) subject to the terms of
this Agreement.
Executed this 6th day of December, 1989.
XEROX FINANCIAL SERVICES LIFE
INSURANCE COMPANY
By: /s/XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
ATTEST: /s/signature illegible
----------------------
XEROX VARIABLE ANNUITY ACCOUNT ONE
By: /s/XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
ATTEST: /s/signature illegible
-----------------------
