1
Exhibit (b)(7)(v)
REINSURANCE AGREEMENT
BETWEEN
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
BOSTON, MASSACHUSETTS
REFERRED TO AS THE "CEDING COMPANY"
AND
XXXXXXX XXXXX LIFE INSURANCE COMPANY
LITTLE ROCK, ARKANSAS
REFERRED TO AS THE "REINSURER"
2
TABLE OF CONTENTS
REINSURANCE AGREEMENT 1
ARTICLE I GENERAL PROVISIONS 2
ARTICLE II REINSURANCE PREMIUMS 5
ARTICLE III COMMISSIONS AND EXPENSES 6
ARTICLE IV BENEFIT PAYMENTS 8
ARTICLE V RESERVE ADJUSTMENTS 10
ARTICLE VI ADJUSTMENT FOR TRANSFERS INVOLVING THE FIXED 11
ACCOUNT
ARTICLE VII ACCOUNTING AND SETTLEMENTS 12
ARTICLE VIII DURATION AND RECAPTURE 14
ARTICLE IX TERMINAL ACCOUNTING AND SETTLEMENT 16
ARTICLE X REPRESENTATIONS 17
ARTICLE XI ARBITRATION 18
ARTICLE XII INSOLVENCY 19
ARTICLE XIII NOTICES 20
ARTICLE XIV EXECUTION AND EFFECTIVE DATE 21
SCHEDULE A ANNUITIES AND RISKS REINSURED 22
SCHEDULE B QUARTERLY REPORT ACTIVITY AND SETTLEMENTS 23
SCHEDULE C MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT 24
SCHEDULE D COMMISSION SCHEDULES 25
SCHEDULE E EXCHANGE FACTORS 26
SCHEDULE F ASSET FACTOR 27
SCHEDULE G ATTACHMENTS 28
3
REINSURANCE AGREEMENT
This Agreement is made and entered into by and between North American Security
Life Insurance Company (hereinafter referred to as the "Ceding Company") and
Xxxxxxx Xxxxx Life Insurance Company (hereinafter to as the "Reinsurer").
The Ceding Company and the Reinsurer mutually agree to reinsure on the terms and
conditions stated herein. This Agreement is an indemnity reinsurance agreement
solely between the Ceding Company and the Reinsurer, and performance of the
obligations of each party under this Agreement will be rendered solely to the
other party. In no instance will anyone other than the Ceding Company or the
Reinsurer have any rights under this Agreement, and the Ceding Company will be
and remains the only party hereunder that is liable to any insured, policyowner
or beneficiary or any other person or entity under any annuity reinsured
hereunder.
In the event of a recharacterization of the transactions contemplated by this
Agreement by the Internal Revenue Service pursuant to Section 845 of the
Internal Revenue Code of 1986, as amended, which recharacterization increases
the taxable income of one of the parties hereto, the parties agree that they
will cooperate with one another to effect any required amendments so that the
parties are, to the extent possible, returned to what their positions would have
been absent such recharacterization. The party whose taxable income was not
increased by such recharacterization shall not, however, be required by the
foregoing to take any action which would cost it more than the amount of any tax
benefits generated for it by virtue of such transactions.
1
4
ARTICLE I
GENERAL PROVISIONS
1. Annuities and Risks Reinsured. The Reinsurer agrees to indemnify the
Ceding Company for, and the Ceding Company agrees to reinsure with the
Reinsurer, according to the terms and conditions hereof, the portion of
the risks under the annuities described in Schedule A attached hereto,
hereinafter, the "Reinsured Annuities."
2. Coverages and Exclusions. Only the variable annuities described in
Schedule A are reinsured under this Agreement.
3. Plan of Reinsurance. This indemnity reinsurance will be on a
modified-coinsurance basis. The Ceding Company will retain, control and
own all assets held in relation to the Modified Coinsurance Reserve.
4. Expenses. The Reinsurer will bear no part of the expenses incurred in
connection with the annuities reinsured hereunder, except as otherwise
provided herein.
5. Annuity Changes. The Ceding Company must provide written notification to
the Reinsurer of any change which affects the original terms or conditions
of any annuity reinsured hereunder not later than (30) days before the
change takes effect. The Reinsurer will provide written notification to
the Ceding Company as to the Reinsurer's acceptance or rejection of the
change within thirty (30) days after receipt of notice of the change. If
the Reinsurer accepts any such change, the Reinsurer will (a) assume that
portion of any increase in the Ceding Company's liability, resulting from
the change, which corresponds to the portion of the annuities reinsured
hereunder, and (b) receive credit for that portion of any decrease in the
Ceding Company's liability, resulting from the change, which corresponds
to the portion of the annuities reinsured hereunder. If the Reinsurer
rejects any such change, the Reinsurer's liability under this Agreement
will be determined as if no such change had occurred.
6. No Extracontractual Damages. The Reinsurer does not indemnify the Ceding
Company for, and will not be liable for, any extracontractual damages or
extracontractual liability of any kind whatsoever resulting from fraud,
oppression, bad faith, strict liability, or negligent, reckless or
intentional wrongs on the part of the Ceding Company or its directors,
officers, employees and agents. The following types of damages are
examples of damages that would be excluded under this Agreement for the
conduct described above: actual damages, damages for emotional distress,
and punitive or exemplary damages.
7. Annuity Administration. The Ceding Company will administer the annuities
reinsured hereunder and will perform all accounting for such annuities;
provided, however, that the Reinsurer reserves the right to participate in
claims administration.
8. Inspection. At any reasonable time, the Reinsurer or its representatives
may inspect, during normal business hours, at the principal office of the
Ceding Company, the original papers and any and all other books or
documents relating to or affecting reinsurance under this
2
5
Agreement. Copies of the records shall be forwarded upon reasonable
request. The information provided pursuant to this Agreement shall be
limited to that which is necessary for the Reinsurer to perform its
obligations hereunder.
9. Taxes. The allowance for any premium taxes paid in connection with the
annuities reinsured hereunder is included in the Commissions and Expenses,
described in Article III. the Reinsurer will not reimburse the Ceding
Company for any other taxes, administrative assessments or fees based on
premiums, paid by the Ceding Company in connection with the annuities
reinsured hereunder.
10. Proxy Tax Reimbursement. Pursuant to IRC Section 848, insurance companies
are required to capitalize and amortize specified policy acquisition
expenses. The amount capitalized is determined by proxy based on a
percentage of "reinsurance premiums" as defined in the IRS regulations
relating to IRC Section 848. The Reinsurer and the Ceding Company agree
that the costs which result from IRC Section 848, as it exists on the date
of execution of this Agreement, have been priced by the parties so as to
be borne solely by the Ceding Company and are not otherwise subject to
reimbursement hereunder. In the event that the IRC Section 848 is
hereafter amended, the parties shall use best reasonable efforts to amend
the Allowance for Expenses under Article III to reflect such amendment to
said IRC Section 848.
11. Election to Determine Specified Policy Acquisition Expenses. The Ceding
Company and the Reinsurer agree that the party with net positive
consideration under this Agreement will capitalize specified policy
acquisition expenses with respect to annuities reinsured under this
Agreement without regard to the general deductions limitation of Section
848(c)(1) of the Internal Revenue Code of 1986, as amended. The Ceding
Company and the Reinsurer will exchange information pertaining to the
amount of net consideration under this Agreement each year to ensure
consistency. The Ceding Company will submit a schedule to the Reinsurer by
May 1 of each year presenting its calculation of the net consideration for
the preceding taxable year. The Reinsurer may contest the calculation in
writing within thirty (30) days of receipt of the Ceding Company's
schedule. Any differences will be resolved between the parties so that
consistent amounts are reported on the respective tax returns for the
preceding taxable year. This election to capitalize specified policy
acquisition expenses without regard to the general deductions limitation
is effective for all taxable years during which this Agreement remains in
effect.
12. Condition. The reinsurance hereunder is subject to the same limitations
and conditions as the annuities issued by the Ceding Company which are
reinsured hereunder, except as otherwise provided in this Agreement.
13. Misunderstandings and Oversights. If any failure to pay amounts due or to
perform any other act required by this Agreement is unintentional and
caused by misunderstanding or oversight, the Ceding Company and the
Reinsurer will use reasonable best efforts to adjust the situation to what
it would have been had the misunderstanding or oversight not occurred.
3
6
14. Adjustment. If the Ceding Company's liability under any of the annuities
reinsured hereunder is changed because of misstatement of age or sex , the
Reinsurer will (a) assume a quota share of any increase in the Ceding
Company's liability, resulting from the change, and (b) receive credit for
a quota share of any decrease in the Ceding Company's liability, resulting
from the change.
15. Reinstatements. If an annuity reinsured hereunder is surrendered, reduced,
lapsed or annuitized, and is subsequently reinstated while this Agreement
is in force, the reinsurance for such annuity will be reinstated
automatically. The Ceding Company will pay the Reinsurer the Reinsurer's
proportionate share of all amounts received by the Ceding Company in
connection with the reinstatement of the annuity, plus any amounts
previously paid to the Ceding Company by the Reinsurer in connection with
the surrender, reduction, lapse or annuitization of the annuity.
16. Assignment. The Ceding Company may not assign any of its rights, duties or
obligations under this Agreement without prior written consent of the
Reinsurer. The Reinsurer may not assign any of its rights, duties, or
obligations under this Agreement without prior written consent of the
Ceding Company.
17. Amendments and Waiver. Any change or modification to this Agreement will
be null and void unless made by amendment to the Agreement and signed by
both parties. Any waiver will constitute a waiver only in the
circumstances for which it was expressly given in writing and will not be
a waiver of any future circumstances.
18. Entire Agreement. The terms expressed herein constitute the entire
agreement between the parties with respect to the annuities reinsured
hereunder. There are no understandings between the parties with respect to
the annuities reinsured hereunder other than as expressed in this
Agreement.
19. Current Practices. The Ceding Company will not materially change, alter or
otherwise compromise its underwriting, claims paying or administrative
practices with respect to the annuities reinsured hereunder without prior
written consent of the Reinsurer.
20. Non-qualified Policies. Non-qualified policies shall mean those annuity
policies reinsured under this Agreement which are not classified as a
pension plan contract under Internal Revenue Code Section 818(a).
21. Fixed Account. Part of the General Account of the Ceding Company to which
an annuity policyholder may allocate all or a portion of a premium payment
or contract value.
22. Account Value. On any given day, the value of all units of interest in the
Separate Account held under an annuity contract.
23. LIBOR. Shall mean the three-month London Interbank Offered Rate as
published in the WALL STREET JOURNAL or such other rate as agreed to by
the parties hereof in writing.
4
7
ARTICLE II
REINSURANCE PREMIUMS
1. Reinsurance Premiums. The Ceding Company will pay the Reinsurer
Reinsurance Premiums on all annuities reinsured under this Agreement in an
amount equal to a quota share, as defined in Schedule A, of the gross
premiums collected and deposited into the Separate Account during the
Accounting Period by the Ceding Company. The Reinsurance Premiums paid to
the Reinsurer by the Ceding Company will be remitted to the Reinsurer at
the end of the Accounting period during which the gross premiums were
collected and deposited by the Ceding Company. For purposes of this
paragraph 1, "Separate Account" shall mean the accounts entitled NASL
Variable Account and NASL Group Variable Account established by the Ceding
Company to fund variable benefits for certain classes of annuity
contracts, including the annuities reinsured under this Agreement.
5
8
ARTICLE III
COMMISSIONS AND EXPENSES
1. Commissions. The Reinsurer shall reimburse the Ceding Company for all
commissions, wholesaler overrides and costs of special promotions incurred
on the Reinsurance Premiums which corresponds to the portion of the
annuities reinsured hereunder as of the end of the current Accounting
Period. Any commissions or wholesaler overrides paid by the Reinsurer to
the Ceding Company on policies returned during the right to cancel period
shall be returned to the Reinsurer. Commissions will be net of a quota
share of commission chargebacks on policies reinsured hereunder. Schedule
D shows the current commission and wholesaler override schedules for the
annuities reinsured hereunder.
2. Premium Tax. The Reinsurer shall reimburse the Ceding Company for all Net
premium taxes incurred on the Reinsurance Premiums. "Net" for these
purposes will be adjusted for any premium tax credits, collections of
premium tax from policyholders and other such items, all as agreed to by
the parties on a Schedule of premium Tax Conventions attached hereto, and
as may be amended from time to time.
3. Allowance for Expenses. The Reinsurer will pay the Ceding Company an
Allowance for Expenses for each Accounting Period equal to (i) plus (ii)
plus (iii) plus (iv) plus (v), where:
(i) Is for policy maintenance, and equals (a) times (b), where:
(a) equals $16.43 times the quota share percentage of the Venture
annuities reinsured hereunder, as described in Schedule A; and
(b) equals the number of Venture annuities reinsured hereunder and
described in Schedule A, that are in force at the end of the
current Accounting Period;
(ii) Is for policy issuance, and equals (a) times (b) plus (c) times (d) ,
where:
(a) equals $126.55 times the quota share percentage of the Venture
annuities reinsured hereunder, as described in Schedule A; and
(b) equals the number of Venture annuities reinsured hereunder and
described in Schedule A, that were issued during the current
Accounting Period;
(c) equals 0.00005 ; and
(d) equals the quota share percentage of the gross premiums collected
during the Accounting Period on the annuities reinsured
hereunder.
(iii) Is for DAC proxy tax, and equals (a) times (b), where
(a) equals 0.0036; and
6
9
(b) equals that amount of the Reinsurance Premiums received on
non-qualified policies;
(iv) Is for other costs and risks allowance and equals (c) times the
sum of (a) and (b), where:
(a) equals .0002625 plus;
(b) Asset Factor as determined in Schedule F divided by four; and
(c) equals the quota share of the Account Values at the end of the
Accounting Period on the annuities reinsured hereunder.
(v) Is a Development Allowance equal to (a) minus (b), times (c) where:
(a) equals the quota share of the account value at the end of the
Accounting Period of the annuities reinsured hereunder.
(b) equals the quota share of the account value at the beginning of
the Accounting Period of the annuities reinsured hereunder.
(c) 0.50%.
Amounts in (i)(a) and (ii)(a) above are for 1997. Such amounts will be
adjusted annually on January 1, for each succeeding year for inflation
at the change in the Consumer Price Index (CPU-U) for the prior year
as determined by Department of Labor and published in the Wall Street
Journal).
4. Minimum Death Benefit Guarantee Costs. The Reinsurer will pay the
Ceding Company an allowance for each Accounting Period for the costs
of the minimum death benefit guarantee. The allowance equals (a) times
(b), where:
(a) equals 0.00045; and
(b) equals the quota share of the Account Values at the end of
the Accounting Period on the annuities reinsured hereunder.
7
10
ARTICLE IV
BENEFIT PAYMENTS
1. Benefit Payments. Benefit Payments, as referred to in this Agreement,
means the Reinsurer's quota share of (i) Claims, as described in
Xxxxxxxxx 0 xxxxx, (xx) Cash Surrenders, as described in Xxxxxxxxx 0
xxxxx, (xxx) Partial Withdrawals, as described in Paragraph 4 below,
and (iv) Annuity Benefits, as described in Paragraph 5 below.
2. Claims. The Reinsurer will pay claims to the Ceding Company . The term
"Claims," as used in this Agreement, means that portion of the death
benefits paid by the Ceding Company on annuities reinsured hereunder
which is equal to the Reinsurer's quota share of the cash surrender
value as of the date the death benefit is payable.
3. Cash Surrenders. The Reinsurer will pay the Ceding Company that
portion of the Cash Surrenders paid by the Ceding Company on annuities
reinsured hereunder which corresponds to the portion of the annuities
reinsured hereunder.
4. Partial Withdrawals. The Reinsurer will pay the Ceding Company that
portion of Partial Withdrawals paid by the Ceding Company on annuities
reinsured hereunder which corresponds to the portion of the annuities
reinsured hereunder.
5. Annuity Benefits. The Reinsurer will pay the Ceding Company that
portion of the Annuity Benefits paid by the Ceding Company on
annuities reinsured hereunder which corresponds to the portion of the
annuities reinsured hereunder. The Reinsurer's obligation will be
satisfied in full by the payment to the Ceding Company of that portion
of the Account Value, as of the date of annuitization, which
corresponds to the portion of the annuities reinsured hereunder.
6. Adjustment for Annuity Benefits. For any Accounting Period in which
the calculation of (i) divided by (ii) is greater than 0.0025, the
Ceding Company will pay the Reinsurer an amount equal to (iii) times
(iv) where:
(i) equals the Account Value of annuities reinsured hereunder that
annuitized during the current Accounting Period.
(ii) the average Account Value of annuities reinsured hereunder
during the current Accounting Period. For the purposes of
this calculation, the average Account Value of annuities
reinsured hereunder is calculated as one-half the sum of the
Account Values of annuities reinsured hereunder as of the
beginning of the current Accounting Period and the Account
Value of annuities reinsured hereunder as of the end of the
current Accounting Period.
(iii) equals a quota share of the Account Value at the time of
annuitization, grouped by policy duration and age of issue
at the time of annuitization: for the annuities reinsured
that annuitized during the current Accounting Period;
8
11
(iv) equals the applicable Exchange Factor defined in Schedule E.
7. Notice. The Ceding Company will notify the Reinsurer at the end of
each Accounting Period regarding Benefit Payments on annuities
reinsured hereunder. The reinsurance claim and copies of notification,
claim papers, and proofs will be furnished to the Reinsurer upon
request.
8. Liability and Payment. The Reinsurer will accept the decision of the
Ceding Company with respect to Benefit Payments on annuities reinsured
hereunder. The Reinsurer will pay its proportionate share of Benefit
Payments in a lump sum to the Ceding Company without regard to the
form of settlement by the Ceding Company.
9. Contested Claims. The Ceding Company will advise the Reinsurer of its
intention to contest, compromise or litigate Benefit Payments
involving annuities reinsured hereunder. The Reinsurer will pay its
share of the expenses of such contests, in addition to its share of
Benefit Payments, or it may choose not to participate. If the
Reinsurer chooses not to participate, it will discharge its liability
by payment to the Ceding Company of the full amount of its liability,
prior to any contests, on the annuities reinsured hereunder.
Thereafter, the Reinsurer shall not be liable for any part of any
expense or damages, compensatory, extra-contractual or otherwise,
thereafter assessed against the Ceding Company in respect of such
claim.
9
12
ARTICLE V
RESERVE ADJUSTMENTS
1. Modified Coinsurance Reserve Adjustment.
A. The Modified Coinsurance Reserve Adjustment will be computed
each Accounting Period equal to (i) minus (ii) minus (iii), where:
(i) equals the Modified Coinsurance Reserve, determined in accordance
with Paragraph 2 below, at the end of the current Accounting
Period;
(ii) equals the Modified Coinsurance Reserve, determined in accordance
with Paragraph 2 below, at the end of the preceding Accounting
Period; (iii) equals the Modified Coinsurance Reserve Investment
Credit, as described in Schedule C.
B. For any Accounting Period in which the amount computed in A. above is
positive, the Reinsurer will pay the Ceding Company such amount. For
any Accounting Period in which the amount computed in A. above is
negative, the Ceding Company will pay the Reinsurer the absolute value
of such amount.
2. Modified Coinsurance Reserve. The term "Modified Coinsurance Reserve," as
used in this Agreement, means a quota share of the statutory reserve held
by the Ceding Company with respect to that portion of the annuities
reinsured hereunder. The statutory reserve will be determined by the then
applicable Commissioners Annuity Reserve Valuation Method, excluding any
reserve for the minimum guaranteed death benefit.
10
13
ARTICLE VI
ADJUSTMENT FOR TRANSFERS INVOLVING THE FIXED ACCOUNT
1. The Reinsurer will pay the Ceding Company an amount equal to a quota share
of the amount transferred from the Separate Account to the Fixed Account
for the annuities reinsured hereunder during the current Accounting Period.
2. The Ceding Company will pay the Reinsurer an amount equal to a quota share
of the amount transferred from the Fixed Account to the Separate Account
for the annuities reinsured hereunder during the current Accounting Period.
3. The Reinsurer will pay the Ceding Company an amount equal to (i) times
(ii) where:
(i) equals a quota share of the amount transferred from the Fixed Account
to the Separate Account grouped by policy duration and issue age
breakpoints at the time of transfer; for the annuities reinsured
hereunder during the current Accounting Period;
(ii) equals the applicable Exchange Factor for each policy duration and
issue age breakpoints described in Schedule E.
The Ceding Company will pay the Reinsurer an amount equal to (i) times
(ii) where:
(i) equals a quota share of the amount transferred from the Separate
Account to the Fixed Account, grouped by policy duration at the time
of transfer; for the annuities reinsured hereunder during the current
Accounting Period;
(ii) equals the applicable Exchange Factor for each policy duration
described in Schedule E.
11
14
ARTICLE VII
ACCOUNTING AND SETTLEMENTS
1. Quarterly Accounting Period. Each Accounting Period under this Agreement
will be a calendar quarter, except that: (a) the initial Accounting Period
runs from the Effective Date of this Agreement through the last day of the
calendar quarter during which the Effective Date of this Agreement falls,
and (b) the final Accounting Period runs from the end of the preceding
Accounting Period until the terminal accounting date of this Agreement as
described in Article IX, Paragraph 2. The amounts in Article III, paragraph
3(i) and (iv), and Article III, paragraph 4, will be adjusted on a pro-rata
basis for time periods less than a calendar quarter.
2. Quarterly Accounting Reports. Quarterly accounting reports in the form of
Schedule B will be submitted to the Reinsurer by the Ceding Company for
each Accounting Period not later than fifteen (15) days after the end of
each Accounting Period. Such reports will include information on the amount
of Reinsurance Premiums, Allowance for Commissions and Expenses, Benefit
Payments, Modified Coinsurance Reserve, and Modified Coinsurance Reserve
Adjustment.
3. Quarterly Settlements.
A. Within twenty-five (25) days after the end of each Accounting Period,
the Ceding Company will pay the Reinsurer the sum of:
(i) Reinsurance Premiums, determined in accordance with Article II,
plus
(ii) any Modified Coinsurance Reserve Adjustment payable to the
Reinsurer, determined in accordance with Article V, Paragraph
1, plus
(iii) any Adjustment for Transfers Involving the Fixed Account
payable to the Reinsurer, determined in accordance with Article
VI, plus (iv)any Adjustments for Annuity Benefits payable to the
Reinsurer, determined in accordance with Article IV,
paragraph 6.
B. Simultaneously, the Reinsurer will pay the Ceding Company the sum of:
(i) the amount of Benefit Payments, as described in Article IV, plus
(ii) the Allowance for Commissions and Expenses, determined in
accordance with Article III, plus
(iii) any Modified Coinsurance Reserve Adjustment payable to the
Ceding Company, determined in accordance with Article V,
Paragraph 1, plus
(iv) any Adjustment for Transfers Involving the Fixed Account payable
to the Ceding Company, determined in accordance with Article VI.
4. Amounts Due Quarterly. Except as otherwise specifically provided in this
Agreement, all amounts due to be paid to either the Ceding Company or the
Reinsurer under this Agreement will be determined on a net basis as of the
last day of each Accounting Period and will be due as of such date and
payable within twenty-five (25) days after the end of the Accounting
Period.
12
15
5. Annual Accounting Reports. The Ceding Company will provide the Reinsurer
with annual accounting reports within fifteen (15) days after the end of
the calendar year for which such reports are prepared. These reports will
contain sufficient information about the annuities reinsured hereunder to
enable the Reinsurer to prepare its annual financial reports and to verify
the information reported in Schedule B, and will include Page 7, Page 27
and Schedule S of the Ceding Company's Annual Statement.
6. Estimations. If the amounts, as described in Paragraph 3 above, cannot be
determined by the dates described in Paragraph 4 above, on an exact basis,
such payments will be paid in accordance with a mutually agreed upon
formula which will approximate the actual payments. Adjustments will then
be made to reflect actual amounts when they become available.
7. Delayed Payments. For purpose of Paragraph 5 above, if there is a delayed
settlement of a payment due, there will be an interest penalty, at the
LIBOR Rate, as defined in Article I, paragraph 23. For purposes of this
Paragraph, a payment will be considered overdue thirty (30) days after the
date such payment is payable, and interest shall commence from the overdue
date.
8. Offset of Payments. All moneys due either the Ceding Company or the
Reinsurer under this Agreement will be offset against each other, dollar
for dollar, regardless of any insolvency of either party.
13
16
ARTICLE VIII
DURATION AND RECAPTURE
1. Duration. Except as otherwise provided herein, this Agreement is unlimited
in duration.
2. Reinsurer's Liability. The liability of the Reinsurer with respect to any
annuity reinsured hereunder will begin simultaneously with that of the
Ceding Company, but not prior to the Effective Date of this Agreement. The
Reinsurer's liability with respect to any annuity reinsured hereunder will
terminate on the earliest of: (i) the date such annuity is recaptured in
accordance with paragraph 4 below; (ii) the date the Ceding Company's
liability on such annuity is terminated; or (iii) the date this Agreement
is terminated under paragraph 3 below. Termination of the Reinsurer's
liability is subject to payments in respect of such liability in accordance
with the provisions of Article IX of this Agreement. In no event should the
interpretation of this Paragraph imply a unilateral right of the Reinsurer
to terminate this Agreement. However, the Reinsurer and/or the Ceding
Company may, upon thirty (30) days prior written notice to the other party,
terminate this Agreement as to annuities not yet written by the Ceding
Company as of the effective date of such termination.
3. Termination for Nonpayment of Reinsurance Premiums or Other Amounts Due. If
the Ceding Company fails to pay the Reinsurance Premiums or any other
amounts due to the Reinsurer pursuant to this Agreement within sixty (60)
days after the end of any Accounting Period, the Reinsurer may terminate
this Agreement, subject to thirty (30) days prior written notice to the
Ceding Company. If the Reinsurer fails to pay any amounts due to the Ceding
Company pursuant to this Agreement within sixty (60) days after the end of
any Accounting Period, the Ceding Company may terminate this Agreement,
subject to thirty (30) days prior written notice to the Reinsurer.
4. Recapture. Annuities reinsured hereunder will be eligible for recapture, at
the option of the Ceding Company as described below:
(i) On any January 1, all reinsured annuities where the reinsurance under
this Agreement has been in effect for 20 years or longer, subject to
ninety (90) days prior written notice.
(ii) on any other date which is mutually agreed to in writing.
If the Ceding Company opts to recapture, then the Ceding Company must
recapture all of the annuities reinsured hereunder that are eligible for
recapture. In no event may the Ceding Company recapture anything other than
100 percent of all annuities reinsured hereunder that are eligible for
recapture.
5. Internal Replacements. Should the Ceding Company, its affiliates,
successors or assigns, initiate a formal program of Internal Replacement
that would include any of the annuities reinsured hereunder, the Ceding
Company will immediately notify the Reinsurer who will have thirty (30)
days to accept or reject the Internal Replacement Program. For purposes of
this Agreement, the term "Internal Replacement" means any instance in which
an annuity or any portion of the cash value of an annuity which is written
by the Ceding Company, its
14
17
affiliates, successors, or assigns and reinsured under this Agreement is
exchanged for another policy or annuity written by the Ceding Company, its
affiliates, successors or assigns.
The Reinsurer will participate on a quota share basis in any expenses associated
with that program provided reinsurance coverage will continue under this
Agreement for the new policy. The quota share percentage for the new policy will
be same as for the replaced policy, except when the new policy is otherwise
covered by this Agreement and the quota share on the old and new policies are
different. In that case, the quota share will be that of the new policy which
would otherwise be applicable under this Agreement, and an amount will be paid
which is equal to (i) minus (ii) where:
(i) equals the account value in the Separate Account of the new policy times
the quota share percentage of the new policy times the Exchange Factor
defined in Schedule E;
(ii) equals the account value in the Separate Account of the old policy times
the quota share percentage of the old policy times the Exchange Factor
defined in Schedule E.
If the amount calculated above is positive, it will be paid to the Ceding
Company by the Reinsurer. If the amount calculated above is negative, it will be
paid to the Reinsurer by the Ceding Company.
If the Reinsurer elects not to participate in an internal replacement program,
the reinsurance coverage for those policies under this Agreement will terminate.
In that case, the ceding Company will pay the Reinsurer an amount equal to (i)
times (ii) where:
(i) equals the account value in the Separate Account recaptured by the Ceding
Company;
(ii) the Exchange Factor defined in Schedule E.
The Reinsurer will not participate nor reinsure Internal Replacements, where the
original policy was not covered by this Agreement.
15
18
ARTICLE IX
TERMINAL ACCOUNTING AND SETTLEMENT
1. Terminal Accounting. In the event that this Agreement is terminated in
accordance with Article VIII, Paragraphs 3 or 4, or Article XI, a Terminal
Accounting and Settlement will take place.
2. Date. The terminal accounting date will be the earliest of: (1) the
effective date of recapture pursuant to any notice of recapture given under
this Agreement, (2) the effective date of termination pursuant to any
notice of termination given under this Agreement, or (3) any other date
mutually agreed to in writing.
3. Settlement. The Terminal Accounting and Settlement will consist of:
A. The quarterly settlement as provided in Article VII, Paragraph 3,
computed as of the terminal accounting date as if the treaty were
still in effect; and
B. payment by the Ceding Company to the Reinsurer of a Terminal Reserve
equal to the Modified Coinsurance Reserve on the annuities reinsured
hereunder as of the terminal accounting date;
C. payment by the Reinsurer to the Ceding Company of a Terminal Reserve
Adjustment equal to the Modified Coinsurance Reserve Adjustment on the
annuities reinsured hereunder as of the terminal accounting date;
If the calculation of the Terminal Accounting and Settlement produces an amount
owing to the Ceding Company, such amount will be paid by the Reinsurer to the
Ceding Company. If the calculation of the Terminal Accounting and Settlement
produces an amount owing to the Reinsurer, such amount will be paid by the
Ceding Company to the Reinsurer.
4. Supplementary Accounting and Settlement. In the event that, subsequent to
the Terminal Accounting and Settlement as provided above, a change is made
with respect to any amounts due, a supplementary accounting will take place
pursuant to Paragraph 3 above. Any amount owed to the Ceding Company or to
the Reinsurer by reason of such supplementary accounting will be paid
promptly upon the completion thereof.
16
19
ARTICLE X
REPRESENTATIONS
The Ceding Company acknowledges that, at the Reinsurer's request, it has
provided the Reinsurer with the Ceding Company Data described in Schedule G
prior to the execution of this Agreement by the Reinsurer. The Ceding Company
represents that all factual information contained in the Ceding Company Data is
complete and accurate as of the date the document containing the information was
prepared. The Ceding Company further represents that any assumptions made in
preparing the Ceding Company Data were based upon informed judgment and are
consistent with sound actuarial principles. The Ceding Company further
represents that it is not aware of any omissions, errors, changes or
discrepancies which would materially affect the Ceding Company Data. the
Reinsurer has relied on such data and the foregoing representations in entering
into this Agreement.
17
20
ARTICLE XI
ARBITRATION
Any dispute or difference between the Ceding Company and the Reinsurer on which
an agreement cannot be reached shall be finally and conclusively determined by
the decision of a board of arbitration consisting of three (3) members
(hereinafter sometimes called the "Board of Arbitration") selected as
hereinafter provided. Each party shall select one (1) member and the third
member shall be selected by mutual agreement of the other members, or if the
other members fail to reach agreement on a third member within twenty (20) days
after their selection, such third member shall thereafter be selected by the
American Arbitration Association upon application made to it for such purpose by
the Indemnified Party. The Board of Arbitration shall meet in New York City or
such other place as a majority of the members of the Board of Arbitration
determines more appropriate, and shall reach and render a decision in writing
(concurred in by a majority of the members of the Board of Arbitration) with
respect to the amount, if any, which either party may be required to pay the
other party. In connection with rendering its decisions, the Board of
Arbitration shall adopt and follow such rules and procedures as a majority of
the members of the Board of Arbitration deems necessary or appropriate,
consistent with the Commercial Arbitration Rules of the American Arbitration
Association. To the extent practical, decisions of the Board of Arbitration
shall be rendered no more than thirty (30) calendar days following commencement
of proceedings with respect thereto. The Board of Arbitration shall cause its
written decision to be delivered to both parties. Any decision made by the Board
of Arbitration (either prior to or after the expiration of such thirty (30)
calendar day period) shall be final, binding and conclusive on both parties and
entitled to be enforced to the fullest extent permitted by law and entered in
any court of competent jurisdiction. Each party to any arbitration shall bear
its own expense in relation thereto, including but not limited to such party's
attorneys' fees, if any, and the expenses and fees of the Board of Arbitration
shall be divided between the parties in the same proportion as the portion of
the related claim determined by the Board of Arbitration to be payable to either
party bears to the portion of such claim determined not to be so payable.
18
21
ARTICLE XII
INSOLVENCY
In the event of insolvency and the appointment of a conservator, liquidator,
receiver or statutory successor of the Ceding Company, the portion of any risk
or obligation assumed by the Reinsurer shall be payable to the conservator,
liquidator, receiver or statutory successor on the basis of claims allowed
against the Ceding Company by any court of competent jurisdiction or by any
conservator, liquidator, receiver or statutory successor of the Ceding Company
having authority to allow such claims, without diminution because of that
insolvency, or because of the conservator, liquidator, receiver or statutory
successor has failed to pay all or a portion of any claims. Payments by the
Reinsurer as above set forth shall be made directly to the Ceding Company or to
its conservator, liquidator, receiver or statutory successor, except where the
contract of insurance or reinsurance specifically provides another payee of such
reinsurance in the event of the insolvency of the Ceding Company. The
conservator, liquidator, receiver or statutory successor of the Ceding Company
will give the Reinsurer written notice of the pendency of a claim against the
Ceding Company on any annuity reinsured within a reasonable time after such
claim is filed in the insolvency proceeding. During the pendency of any such
claim, the Reinsurer may investigate such claim and interpose in the Ceding
Company's name (or in the name of the Ceding Company's conservator, liquidator,
receiver or statutory successor) in the proceeding where such claim is to be
adjudicated, any defense or defenses which the Reinsurer may deem available to
the Ceding Company or its conservator, liquidator, receiver or statutory
successor. The expense thus incurred by the Reinsurer will be chargeable,
subject to court approval, against the Ceding Company as a part of the expense
of liquidation to the extent of a proportionate share of the benefit which may
accrue to the Ceding Company solely as a result of the defense undertaken by the
Reinsurer.
In the event of the Reinsurer's insolvency, this treaty will terminate, and the
Terminal Accounting and Settlement described in Article IX will occur. Any
payments due the Reinsurer from the Ceding Company pursuant to the terms of this
Agreement will be made directly to the Reinsurer or its conservator, liquidator,
receiver or statutory successor. To the extent permitted by law, any amounts
owed by the Reinsurer to the Ceding Company will be payable without diminution
because of the insolvency of the Reinsurer. When two or more Reinsurers are
involved and a majority in interest elect to defend a claim, the expenses shall
be apportioned in accordance with the terms of the respective reinsurance
agreements, as if the expense had been incurred by the Ceding Company. The
conservator, liquidator, receiver or statutory successor of the Reinsurer will
give the Ceding Company written notice of the pendency of a claim against the
Reinsurer on any annuity reinsured within a reasonable time after such claim is
filed in the insolvency proceeding.
19
22
ARTICLE XIII
NOTICES
All notices which any party is required or may desire to give to any other party
hereunder shall be given (except as otherwise specifically provided in the
Agreement) in writing and by depositing the same, postage prepaid, in the United
States mail, registered or certified, return receipt requested, or by delivering
the same, toll prepaid, by facsimile, by cable company, or by delivering the
same personally (but only if, in the case of personal delivery, within 48 hours
thereafter a confirmatory, duplicate copy thereof shall be delivered by
registered or certified mail, overnight courier or by facsimile, telegraph or
cable, in accordance with the foregoing provisions of the section; and only if,
in the case of facsimile, receipt shall be confirmed orally within 25 hours of
transmission, or a confirmatory duplicate copy thereof shall be delivered by
United States registered or certified mail, postage prepaid, or by overnight
courier, telegraph or cable, in accordance with the foregoing provisions of this
section), addressed as follows:
IN THE CASE OF THE REINSURER: IN THE CASE OF CEDING COMPANY:
Xxxxxxx Xxxxx Life Insurance Company North American Security Life Insurance Company
000 Xxxxxxxx Xxxx Xx. 00 Xxxxxxx Xxxxxx
Xxxxxxx 0X Xxxxxx, XX 02108-3915
Xxxxxxxxxx, XX 00000
or
XX Xxx 0000
Xxxxxxxxx, XX 00000
Attention: Financial Actuary/ Attention: NASL Financial Actuary
Financial and Actuarial Department North American Security Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Phone: (000) 000-0000 Phone: (000) 000-0000
copy to General Counsel copy to General Counsel
Xxxxxxx Xxxxx Life Insurance Company North American Security Life Insurance Company
000 Xxxxxxxx Xxxx Xxxx 00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxx, XX 00000-0000
WIRING INSTRUCTIONS: WIRING INSTRUCTIONS:
Chase Manhattan Bank State Street Bank
ABA 000000000 ABA 000000000
Account #9301033719 Account #00000000
Credit: Xxxxxxx Xxxxx Life Insurance Company Credit: North American Security Life Insurance Company
Transfer Account
Reason: Reinsurance Settlement Reason: Reinsurance Settlement
20
23
ARTICLE XIV
EXECUTION AND EFFECTIVE DATE
In witness of the above, this Agreement is executed in duplicate on the dates
indicated below with an Effective Date of January 1, 1997.
NORTH AMERICAN SECURITY LIFE XXXXXXX XXXXX
INSURANCE COMPANY LIFE INSURANCE COMPANY
("Ceding Company") ("Reinsurer")
on on
-------------------- --------------------------
By: By:
-------------------- -------------------
Title: Title:
------------------
-----------------------
By: By:
-------------------- -------------------
Title: Title:
-----------------------
------------------------
21
24
SCHEDULE A
Annuities and Risks Reinsured. The amount of reinsurance under this Agreement
will be a fifty percent (50%) quota share of the Ceding Company's net liability,
with respect to the Separate Account, on those variable annuities and the
corresponding state and group variations thereof listed below that are issued by
the Ceding Company on or after January 1, 1997, and sold by licensed insurance
agency affiliates of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Any
policies covered by this Agreement will continue to be covered even if the
agency of record is changed subsequent to the Effective Date of this Agreement.
Venture Variable Annuity Plans
POLICY FORM NUMBERS ADMINISTRATIVE CODE
1. All contracts beginning with form number VEN27
207 issued excluding form 207-VFA-NY
2. All contracts with form numbers VEN25
VENTURE.001, VENTURE.004,
VENTURE.005
3. All certificates with form number VEN26
VENTURE.003
22
25
SCHEDULE B
QUARTERLY REPORT ACTIVITY AND SETTLEMENTS
FROM CEDING COMPANY TO REINSURER
ACCOUNTING PERIOD:
CALENDAR YEAR:
DATE REPORT COMPLETED:
1. Reinsurance Premium (Article II) _______
2. Benefit Payments (Article IV)
a. Claims _______
b. Cash Surrender Values _______
c. Partial Withdrawals _______
d. Annuity Benefits _______
Benefit Payments = a+b+c+d _______
3. Modified Coinsurance Reserve Adjustment (Article V)
a. Modco Reserve end of current Accounting Period _______
b. Modco Reserve end of preceding Accounting Period _______
c. Equals a-b _______
d. Modco Reserve Investment Credit (Schedule C) _______
Modified Coinsurance Reserve Adjustment = c-d _______
4. Allowance for Expenses and Death Benefit Guarantees (Article III) _______
5. Transfers Involving Fixed Account (Article VI)
a. Quota share of transfers from Fixed Account to Separate
Account during the current Accounting Period (paragraph 1) _______
b. Quota share of transfers from Separate Account to Fixed
Account during the current Accounting Period (paragraph 2) _______
Transfers Involving the Fixed Account = a-b _______
6. Adjustments for Transfers Involving Fixed Account (Article VI)
a. Quota share of transfers from Fixed Account to Separate
Account during the current Accounting Period (paragraph 3) _______
b. Quota share of transfers from Separate Account to Fixed
Account during the current Accounting Period (paragraph 4) _______
Adjustment for Transfers Involving the Fixed Account = a-b _______
7. Adjustment for Annuity Benefits (Article IV, paragraph 6) _______
8. Adjustment for Internal Replacements (Article VIII, paragraph 5)
a. Quota share of replaced policy account value in Separate Account _______
b. Adjustment for replaced reinsured policy _______
c. Quota share of new policy account value in Separate Account _______
d. Adjustment for new reinsured policy _______
Adjustment for Internal Replacements = a-b-c+d _______
9. Cash Settlement = 1-2-3-4+5-6+7-8 _______
23
26
SCHEDULE C
MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT
Modified Coinsurance Reserve Investment Credit. The Modified Coinsurance Reserve
Investment Credit is equal to the portion of the sum of all accrued investment
income and capital gains and losses, realized and unrealized, on the mutual
funds underlying the Ceding Company's Separate Account for the current
Accounting Period which corresponds to the portion of the variable annuities
reinsured hereunder.
For Venture Annuities reinsured hereunder, the Modified Coinsurance Reserve
Investment Credit will be adjusted for income taxes net of any income tax
benefits or credits or changes in any provision for taxes. It will be reduced
for investment management fees in excess of 45bp basis points annually and any
other fund level charges. It will not be reduced for mortality and expense risk
charges or administrative charges as defined in the annuity contracts.
The Modified Coinsurance Reserve Investment Credit will be calculated each
Accounting Period as follows:
1. Quota Share of Account Value end of current Accounting Period ____
2. Quota Share of Account Value beginning of current Accounting Period ____
3. Quota Share of Account Value released by Death for current Accounting Period ____
4. Quota Share of Terminating Account Values paid for current Accounting Period ____
5. Quota Share of Partial Withdrawal Account Values paid for current Accounting Period ____
6. Quota Share of Account Values released by annuitization for current Accounting Period ____
7. Quota Share of Administration Charges assessed for current Accounting Period ____
8. Quota Share of Gross Premiums received for current Accounting Period ____
9. Quota Share of Transfer of Account Value out of Separate Account to Fixed Account for
current Accounting Period ____
10. Quota Share of Transfer of Account Value to Separate Account from Fixed Account for current
Accounting Period ____
11. Adjustment for Internal Replacements ____
12. Quota Share of Mortality and expense charges
13. Quota Share of Management Fee for the current Accounting Period ____
14. Interest on Allowances (a) minus (b) minus (c), times (d) where:
(a) equals the quota share of the account value at the end of the Accounting Period. ____
(b) equals the Modified Coinsurance Reserve at the end of the Accounting Period. ____
(c) equals the quota share of the account value at the end of the Accounting Period times
0.50%. ____
(d) equals the LIBOR Rate divided by 4, where the LIBOR Rate equals the 3 month LIBOR Rate
(as published in the Wall Street Journal), plus .01, determined on the first business
day of the Accounting Period. ____
Interest on Allowances ____
Investment Credit = 1-2+3+4+5+6+7-8+9-10+11+12+13-14 _____
24
27
SCHEDULE D
COMMISSION SCHEDULES
SEE ATTACHMENT 1
25
28
SCHEDULE E
EXCHANGE FACTORS
The following will be applicable for product administrative codes VEN25, VEN26
and VEN27 for contract owners with an attained age less than 76 at contract
issue:.
EXCHANGE FACTOR AS A PERCENTAGE
POLICY DURATION OF ACCOUNT VALUE TRANSFERRED*
1 7.4
2 6.5
3 5.9
4 5.3
5 4.7
6 4.1
7 3.6
8 3.5
9 3.7
10 3.8
11 3.7
12 3.4
13 3.2
14 2.9
15 2.6
16 2.3
17 + 2.0
The following will be applicable for product administrative codes VEN25, VEN26
and VEN27 for contract owners with an attained age of 76 through 85 at contract
issue:.
EXCHANGE FACTOR AS A PERCENTAGE
POLICY DURATION OF ACCOUNT VALUE TRANSFERRED*
1 6.4
2 5.5
3 4.9
4 4.2
5 3.5
6 2.8
7 2.2
8 1.8
9 1.7
10 1.5
11+ 1.0
* The Exchange Factor will be zero where no compensation is paid.
26
29
SCHEDULE F
ASSET FACTOR
The Asset Factor will be determined quarterly and is based upon the total assets
reinsured under this agreement. The total assets will be the sum of the calendar
quarter end variable assets for policies defined in Schedule A and then
multiplied by the corresponding quota share as defined in Schedule A.
TOTAL ASSETS ASSET FACTOR
up to $250 million 0.08%
$250 million to $375 million 0.07%
$375 million to $500 million 0.06%
$500 million to $750 million 0.05%
$750 million to $1,000 million 0.04%
$1,000 million to $1,250 million 0.03%
$1,250 million to $1,500 million 0.02%
$1,500 million to $1,750 million 0.01%
$1,750 million and above 0.00%
27
30
SCHEDULE G
1. 1996 Annual Statements for North American Security Life Insurance
Company
2. Summary of Pricing Assumptions as contained in a letter dated November
7. 1996 to Xxxxxx X. Xxxxx from Xxxx XxXxxxxx.
3. VENTURE annuity prospectus.
4. Policy forms as listed on Schedule A, hereof.
28
31
ATTACHMENT 1
SCHEDULE D
COMMISSION AND WHOLESHARE OVERRIDE SCHEDULES
For the portion of the Venture annuities reinsured hereunder the following
commission and wholesaler overrides shall be payable:
ADMINISTRATIVE CODES: VEN27, VEN28 AND VEN29
1. PREMIUM BASED:
A) ISSUE AGE LESS THAN ATTAINED AGE 76:
Commission as a percentage of premium payable in all policy durations 5.25%
Wholesaler Override as a percent of premium payable in all policy durations 2.00%
B) ATTAINED ISSUE AGE 76 THROUGH ATTAINED ISSUE AGE 90:
Commission as a percentage of premium payable in all policy durations 4.25%
Wholesaler Override as a percent of premium payable in all policy durations 2.00%
2. ASSET BASED:
a) All trail commission paid on calendar quarters based upon actual
account value at calendar quarter end. Accrual commences 15 months
following any payment. Not payable on loaned portion of contract.
b) Administrative Codes VEN25 and VEN26
Annual trail policy contract years 2 - 7 0.35%
Annual trail policy contract year 8 and beyond 0.40%
c) Administrative Code VEN27
Annual trail policy contract years 2 - 6 0.35%
Annual trail policy contract year 7 and beyond 0.40%
32
ATTACHMENT 1 (CONT'D)
SCHEDULE D
COMMISSION AND WHOLESHARE OVERRIDE SCHEDULES
(CONT'D)
3. COMMISSION CHARGEBACKS
a) Contract Owner's exercise of "FREE LOOK":
- Full premium based and wholesaler override paid by Reinsurance
shall be returned. (Free Look period commences upon receipt of
contract by owner).
b) Full or partial withdrawal from contract:
- 100% of premium based commissions paid by Reinsurer shall be
returned to Reinsurer on an amount withdrawn within 6 months
of said amount being paid into the annuity contract, unless
amount withdrawn is in accordance with the free withdrawal
provisions of the contract.
- 50% of premium based commissions paid by Reinsurer shall be
returned to Reinsurer on an amount withdrawn during the 7th
through 12th month after said amount being paid into the
annuity contract, unless amount withdrawn is in accordance
with the free withdrawal provisions of the contract.
- No return of commission paid by Reinsurer after payment has
been in the annuity contract for more than 12 months.
c) Refund of premium or purchase payment by the Ceding Company:
For any reason, or as required by law or with concurrence by the
Selling Broker-Dealer any compensation recovered by the Ceding Company
shall be returned to the Reinsurer based upon the quota-share
applicable to that contract.
