Exhibit 7.1
AUTOMATIC REINSURANCE AGREEMENT
between
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
(a corporation organized under the laws of the state of New York,
having its principal place of business in New York, New York;
hereinafter referred to as the CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(a corporation organized under the laws of the state of Delaware,
having its principal place of business in New York, New York;
hereinafter referred to as the REINSURER)
Effective Date of this Agreement: July 1, 2001
(hereinafter referred to as the EFFECTIVE DATE)
Agreement No. 2001-51
Table of Contents
PREAMBLE .......................................................... 1
Article I. Scope of Agreement ....................................... 1
Article II. Commencement and Termination of Liability ................ 2
Article III. Oversights and Clerical Errors ........................... 3
Article IV. Net Amount at Risk ....................................... 4
Article V. Reinsurance Premiums ..................................... 5
Article VI. Reinsurance Administration ............................... 6
Article VII. Settlement of Claims ..................................... 8
Article VIII. Treaty Reserve ........................................... 9
Article IX. Recapture Privileges ..................................... 10
Article X. Inspection of Records .................................... 11
Article XI. Insolvency ............................................... 12
Article XII. Negotiation .............................................. 14
Article XIII. Arbitration .............................................. 15
Article XIV. Right to Offset Balances Due ............................. 16
Article XV. Contract and Program Changes ............................. 17
Article XVI. Confidentiality .......................................... 18
Article XVII. Other Provisions ......................................... 19
A. Notifications ..................................... 19
B. Assignment ........................................ 19
C. Severability ...................................... 19
D. Currency .......................................... 19
Article XVIII. Entire Agreement ......................................... 20
Article XIX. DAC Tax .................................................. 21
Article XX. Duration of Agreement .................................... 22
Article XXI. Execution of Agreement ................................... 23
Schedules and Exhibits
Schedule A Plans of Reinsurance
Schedule B Investment Funds
Schedule C Required Data and Suggested Data Layout
Exhibit I 1994 Variable Annuity MGDB Mortality Table
Exhibit II Reinsurance Premiums
Exhibit III Benefit Limitation Rule
Exhibit IV Confidentiality and Non-Disclosure Agreement
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GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
i
PREAMBLE
This Agreement is an indemnity reinsurance agreement solely between the CEDING
COMPANY and the REINSURER. The acceptance of reinsurance hereunder shall not
create any right or legal relation whatever between the REINSURER and the
annuitant, owner, beneficiary or any other party under any contracts of the
CEDING COMPANY which may be reinsured hereunder. The CEDING COMPANY shall be and
remain solely liable to such parties under such contracts reinsured hereunder.
All provisions of this Agreement are subject to the laws of the State of New
York.
Article I.
Scope of Agreement
A. On and after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept, its share of the MNAR (defined in Article IV),
generated prior to termination of the REINSURER's liability (defined in
Article II), by the Guaranteed Minimum Death Benefit (GMDB) provisions
within the variable annuity contracts issued by the CEDING COMPANY and
reinsured hereunder (defined in Schedule A).
B. The REINSURER's maximum aggregate VNAR (defined in Article IV) liability
incurred in any one calendar year shall not exceed two hundred (200) basis
points of the REINSURER's Quota Share Percentage (defined in Schedule A) of
the average aggregate account value over each respective calendar year of
coverage. This average shall be calculated by way of a trapezoidal rule as
shown in Exhibit III.
C. The REINSURER's annual aggregate SCNAR (defined in Article IV) liability
has no independently calculated annual aggregate liability limit.
D. The REINSURER's maximum MNAR liability on any individual life reinsured
hereunder shall be limited to one million dollars ($1,000,000) multiplied
by the REINSURER's Quota Share Percentage.
E. This Agreement covers only the CEDING COMPANY's contractual liability for
claims paid under variable annuity contract forms specified in Schedule A
and supported by investment funds specified in Schedule B and its
Amendments, that were submitted to the REINSURER in accordance with the
terms of this Agreement set forth in Article XV.
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GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001 Page 1
Article II.
Commencement and Termination of Liability
A. On reinsurance ceded under the terms of this Agreement, the liability of
the REINSURER shall commence simultaneously with that of the CEDING
COMPANY.
B. The liability of the REINSURER for all reinsured contracts under this
Agreement may terminate in accordance with
1. the duration provisions set forth in Article XX, or
2. the termination provisions set forth within Article VI, or
3. the recapture provisions set forth in Article IX.
C. For an individual contract, the liability of the REINSURER under this
Agreement will terminate either in accordance with Paragraph B, above, or
upon the earliest of the following occurrences defined in the contract(s)
reinsured hereunder:
1. the date the owner elects to annuitize;
2. surrender or termination of the contract (including 1035 exchanges);
3. the death of the owner or annuitant where such death triggers the
payment of a contractual death benefit, except when spousal
continuance has been elected. On spousal continuance election the
REINSURER's liability will be terminated upon death of the spouse;
4. attainment of the maximum annuitization age or attained age 95, if
earlier.
D. The REINSURER shall be liable to reimburse claims in accordance with
Article VII, only on those deaths where the actual date of death is on or
after the EFFECTIVE DATE.
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GE Capital of New York, Agreement No.2001-51 Page 2
Effective July 1, 2001
Article III.
Oversights and Clerical Errors
A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if this is shown to be unintentional
and the result of a misunderstanding, oversight or clerical error on the
part of either the CEDING COMPANY or the REINSURER, then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had no such oversight,
misunderstanding or clerical error occurred. Such conditions are to be
reported and corrected promptly after discovery.
B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a contract it should have reinsured under this
Agreement, the CEDING COMPANY will take prompt, reasonable and necessary
steps to ensure that similar oversights do not recur. Then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the positions they would have occupied had the CEDING COMPANY ceded such
reinsurance at the original date. If the REINSURER receives no evidence
that the CEDING COMPANY has taken action to remedy such a situation, the
REINSURER reserves the right to limit its liability to reported contracts
only.
C. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDING COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement.
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GE Capital of New York, Agreement No.2001-51 Page 3
Effective July 1, 2001
Article IV.
Net Amount at Risk
A. The MNAR (Mortality Net Amount at Risk) for each variable annuity contract
reinsured hereunder shall be equal to the following:
MNAR = VNAR + SCNAR
where:
. VNAR (Variable Net Amount at Risk) = Maximum (a, b) multiplied by the
REINSURER's Quota Share Percentage (defined in Schedule A) where:
a = (Contractual Death Benefit - Account Value)
b = 0
. SCNAR (Surrender Charge Net Amount at Risk) = Surrender Charges
multiplied by the REINSURER's Quota Share Percentage, for issue ages
0-79
. SCNAR = 0, for issue ages 80-85
B. Spousal Continuances (as described in Schedule A)
The REINSURER will reimburse the CEDING COMPANY for the REINSURER's Quota
Share Percentage of the SCNAR realized upon death consistent with the
manner in which the CEDING COMPANY waives the surrender charges when death
benefit is paid out.
Also covered under this Agreement are surrender charges arising from
additional premium deposits contributed by the spouse to the contract on or
after the spousal continuance date.
In no event will the REINSURER reimburse surrender charges arising from the
same premium deposits more than once.
C. The death benefit and the surrender charges will be as described in the
variable annuity contract forms specified in Schedule A.
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GE Capital of New York, Agreement No.2001-51 Page 4
Effective July 1, 2001
Article V.
Reinsurance Premiums
A. The Reinsurance Premium is a monthly YRT rate which is applied to the
average MNAR over the reporting period on a life-by-life attained age
basis, and is equal to one-twelfth (1/12th) of one hundred percent (100%)
of the 1994 Variable Annuity MGDB Mortality Table (Exhibit I) which is the
1994 GAM Basic Table increased by ten percent (10%) for margins and
contingencies, without projection. The monthly Reinsurance Premium payable
to the REINSURER is subject to minimum and maximum asset-based reinsurance
premium rate levels that vary by a defined premium class based on issue
age.
B. The annualized minimum and maximum reinsurance premium rates, expressed in
terms of basis points, are set forth in Exhibit II, and are calculated on
an aggregate basis by premium class, as described in the following
paragraph.
The CEDING COMPANY shall calculate, for each premium class, the greater of
the average aggregate GMDB value and the average aggregate account value
for the reporting month multiplied by the REINSURER's Quota Share
Percentage. This value shall be applied to the annualized minimum and
maximum reinsurance premium rates per premium class on a 1/12th basis.
The Reinsurance Premium due to the REINSURER for the month, for each
premium class, shall be the greater of the YRT rate, as described in
Paragraph A., above, and the minimum asset-based premium, but no greater
than the maximum asset-based premium calculated as described above. The
total Reinsurance Premium due for the month is the sum of the premiums
calculated for each premium class.
C. The YRT rate and the minimum and maximum premium rates shall be based on
the oldest person of a multiple life status.
D. The total Reinsurance Premium due and payable in the first month shall at
least equal one thousand dollars ($1,000). Thereafter, the minimum
reinsurance premium that is due and payable shall increase by three hundred
dollars ($300) each month after the first month until it reaches two
thousand five hundred dollars ($2,500) six months after the EFFECTIVE DATE.
The reinsurance premium that is due and payable in any month thereafter
shall at least be two thousand five hundred dollars ($2,500). This minimum
reinsurance premium shall apply in aggregate to the reinsurance ceded
hereunder as well as to the reinsurance ceded under Agreement No. 99004
between the CEDING COMPANY and the REINSURER that also covers GMDB
business.
E. For Spousal Continuances, the new reinsurance premium rate applied shall be
based off the attained age of the surviving spouse at the time of election
of spousal continuance. After the new business facility expires, as
described under Article XX, the REINSURER reserves the right to declare new
rates.
F. The reinsurance rates and the premium structure described above are subject
to change based on the criteria described in Article XV.
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GE Capital of New York, Agreement No.2001-51 Page 5
Effective July 1, 2001
Article VI.
Reinsurance Administration
A. The CEDING COMPANY acknowledges the importance of supplying timely and
accurate data, as defined herein, to enable the REINSURER to manage
effectively the risk associated with the products reinsured hereunder.
Therefore, within thirty (30) days of the end of each calendar month, the
CEDING COMPANY will take all reasonable and necessary steps to furnish the
REINSURER with a seriatim electronic report as detailed in Schedule C, for
each contract specified in Schedule A, valued as of the last day of that
month.
B. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER with a separate Summary
Statement containing the following:
1. reinsurance premiums due to the REINSURER summarized separately for
each premium class as shown in Exhibit II;
2. benefit claim reimbursements due to the CEDING COMPANY in total and,
if applicable, broken down by VNAR and SCNAR;
3. month end date for the period covered by the Summary Statement.
C. If the net balance is due to the REINSURER, the amount due shall be
remitted with the Summary Statement, but no later than thirty (30) days
from the month end date for the period covered by the Summary Statement. If
the net balance is due to the CEDING COMPANY, the REINSURER shall remit the
amount to the CEDING COMPANY within ten (10) days of receipt of the Summary
Statement.
D. Furthermore, the REINSURER will use the summary data in Schedule C to
calculate and monitor its maximum annual aggregate VNAR liability
throughout the calendar year. Upon the receipt of the final report for the
calendar year, the REINSURER will "true-up" benefit claim reimbursements,
if necessary, for that calendar year.
E. The payment of reinsurance premiums is a condition precedent to the
liability of the REINSURER under this Agreement. In the event the CEDING
COMPANY does not pay reinsurance premiums in a timely manner as defined
below, the REINSURER may exercise the following rights:
1. The REINSURER reserves the right to charge interest if premiums are
not paid within thirty (30) days of the due date, as defined in
Paragraph C of this Article. The interest rate charged shall be based
on the ninety-(90) day Federal Government Treasury Xxxx as first
published by the Wall Street Journal in the month following the due
date of the reinsurance premiums plus one hundred (100) basis points.
The method of calculation shall be simple interest (360-day year).
2. The REINSURER will have the right to terminate this Agreement when
premium payments are more than sixty (60) days past due the due date
described in Paragraph C of this Article, by giving sixty (60) days
written notice of termination to the CEDING COMPANY. As of the close
of the last day of this sixty-(60) day notice period, the REINSURER's
liability for all risks reinsured associated with the defaulted
premiums under this Agreement will terminate. If all premiums in
default are received within the sixty-(60) day time period, the
Agreement will remain in effect.
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GE Capital of New York, Agreement No.2001-51 Page 6
Effective July 1, 2001
Article VI, Reinsurance Administration
(Continued)
F. Payments between the CEDING COMPANY and the REINSURER may be paid net of
any amount due and unpaid under this Agreement.
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GE Capital of New York, Agreement No.2001-51 Page 7
Effective July 1, 2001
Article VII.
Settlement of Claims
A. The claims that are eligible for reimbursement are only those that the
CEDING COMPANY is contractually required to pay on deaths that occur on or
after the EFFECTIVE DATE, subject to the liability limitations described in
Article I.
B. In the event the CEDING COMPANY provides satisfactory proof of claim
liability to the REINSURER, claim settlements made by the CEDING COMPANY
shall be unconditionally binding on the REINSURER. In every case of claim,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient.
C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured contractual death
benefits paid in that month, based on the net amount at risk definition set
forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY,
as provided in Article VI, for the reinsured benefits.
D. Settlements by the REINSURER shall be in a lump sum regardless of the mode
of payment made by the CEDING COMPANY.
E. With respect to Extra-Contractual Damages, in no event will the REINSURER
participate in punitive or compensatory damages or statutory penalties
which are awarded against the CEDING COMPANY as a result of an act,
omission or course of conduct committed solely by the CEDING COMPANY in
connection with the insurance reinsured under this Agreement.
The parties recognize that circumstances may arise in which equity would
require the REINSURER, to the extent permitted by law, to share
proportionately in certain assessed situations in which the REINSURER was
an active party and directed, consented to, or ratified the act, omission
or course of conduct of the CEDING COMPANY which ultimately resulted in the
assessment of the extra-contractual damages. In such situations, the
REINSURER and the CEDING COMPANY shall share such damages so assessed in
equitable proportions.
If the REINSURER declines to be party to the contest, compromise or
litigation of a claim, it will pay its full share of the amount reinsured,
as if there had been no contest, compromise or litigation. In addition, the
REINSURER will pay its proportionate share of covered expenses incurred to
the date it notifies the CEDING COMPANY that it declines to be a party to
the contest, compromise or litigation of a claim.
F. In no event will the REINSURER be liable for expenses incurred in
connection with a dispute or contest arising out of conflicting or any
other claims of entitlement to policy proceeds or benefits.
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GE Capital of New York, Agreement No.2001-51 Page 8
Effective July 1, 2001
Article VIII.
Treaty Reserve
The reserves held by the REINSURER in its statutory financial statement will be
greater than or equal to those required by the state where the statement is
filed.
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GE Capital of New York, Agreement No.2001-51 Page 9
Effective July 1, 2001
Article IX.
Recapture Privileges
A. The CEDING COMPANY may recapture existing reinsurance in force in
accordance with the provisions of this Article.
B. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.
C. No recapture will be made unless reinsurance has been in force for twelve
(12) years, as measured from the EFFECTIVE DATE.
D. The recapture shall apply to all the reinsurance in force under the
Agreement.
E. Recapture will only be available provided the total carryforward, upon
release of treaty reserves, is in a positive position. The total
carryforward is defined as the sum of the carryforwards of this Agreement
and the complementary living benefits agreement, if any, that reinsures the
same variable annuity contracts specified in Schedule A.
F. The carryforward for each Agreement is defined as the current period's
reinsurance premium, minus all reinsurance claims paid under this Agreement
for the current period, minus a two-and-one-half (2.5) basis point annual
expense allowance applied against the average aggregate Account Value for
the current period, minus the change in treaty reserves from the prior
period to the current period, plus the prior period's loss carryforward.
The monthly carryforward amount is accumulated at the ninety-(90) day
Federal Government Treasury Xxxx rate as published in the Wall Street
Journal on the first business day of the current period plus two percent
(2%).
G. Upon election, recapture shall occur ratably over a thirty-six (36) month
period (i.e., every month the initial quota share percentage reduces 2.78%
times the initial quota share percentage). It is irrevocable once elected.
H. The CEDING COMPANY and the REINSURER agree to exchange carryforward
calculations each year-end to ensure ongoing agreement on the position of
the carryforward.
I. The above provisions of the Agreement notwithstanding, recapture may also
occur in accordance with the terms set forth in Article XX.
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GE Capital of New York, Agreement No.2001-51 Page 10
Effective July 1, 2001
Article X.
Inspection of Records
A. The REINSURER, or its duly appointed representatives, shall have the right
at all reasonable times and for any reasonable purpose to inspect at the
office of the CEDING COMPANY all records referring to reinsurance ceded to
the REINSURER.
B. Relating to the business reinsured hereunder, the CEDING COMPANY or its
duly appointed representatives shall have the right at all reasonable times
and for any reasonable purpose, to inspect at the office of the REINSURER
all records referring to reinsurance ceded from the CEDING COMPANY.
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GE Capital of New York, Agreement No.2001-51 Page 11
Effective July 1, 2001
Article XI.
Insolvency
A. A party to this Agreement will be deemed insolvent when it:
a. Applies for or consents to the appointment of a receiver,
rehabilitator, conservator, liquidator or statutory successor
("Authorized Representative") of its properties or assets; or
b. Is adjudicated as bankrupt or insolvent; or
c. Files or consents to the filing of a petition in bankruptcy, seeks
reorganization or an arrangement with creditors or takes advantage of
any bankruptcy, dissolution, liquidation, or similar law or statute;
or
d. Becomes the subject of an order to rehabilitate or an order to
liquidate as defined by the insurance code of the jurisdiction of the
party's domicile.
B. In the event of the insolvency of the CEDING COMPANY, all reinsurance will
be payable, on the basis of the liability of the CEDING COMPANY on the
policies reinsured, directly to the CEDING COMPANY or its Authorized
Representative without diminution because of the insolvency of the CEDING
COMPANY.
C. In the event of insolvency of the CEDING COMPANY, the Authorized
Representative will, within a 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 policies reinsured. While
a claim is pending, the REINSURER may investigate such claim and interpose,
at its own expense, in the proceedings where the claim is adjudicated, any
defense or defenses which it may deem available to the CEDING COMPANY or
its Authorized Representative. The expenses 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 which 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 expenses will be
apportioned in accordance with the terms of the Reinsurance Agreement as
though such expense had been incurred by the CEDING COMPANY.
D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in
favor of or against either the REINSURER or CEDING COMPANY with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
will be offset, and only the balance will be allowed or paid. However, in
the event of liquidation, the REINSURER may offset against undisputed
amounts which are due and payable to the CEDING COMPANY, only those
undisputed amounts due the REINSURER which are not more than one hundred
and eighty (180) days past due at the date of the court order of
liquidation.
E. In the event of insolvency of the REINSURER, the liability of the REINSURER
shall not terminate but shall continue with respect to the reinsurance
ceded to the REINSURER by the CEDING COMPANY prior to the date of such
insolvency, and the CEDING COMPANY shall have a security interest in any
and all sums held by or under deposit in the name of the REINSURER. The
provisions of Article XX notwithstanding, the CEDING COMPANY may terminate
this Agreement immediately for new business. The
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GE Capital of New York, Agreement No.2001-51 Page 12
Effective July 1, 2001
Article XI, Insolvency
(Continued)
CEDING COMPANY shall provide written notification of its intent to terminate the
Agreement for new business, but any required waiting period shall be waived.
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GE Capital of New York, Agreement No.2001-51 Page 13
Effective July 1, 2001
Article XII.
Negotiation
A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location as early as possible and as often as
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information will
be honored. The designated officers will decide the specific format for
such discussions.
B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting, the parties will agree to submit the dispute to formal
arbitration, as set forth in Article XIII. However, the parties may agree
in writing to extend the negotiation period for an additional thirty (30)
days.
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GE Capital of New York, Agreement No.2001-51 Page 14
Effective July 1, 2001
Article XIII.
Arbitration
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute that arises out of or relates to
this Agreement, the dispute will be decided through arbitration. The
arbitrators will base their decision on the terms and conditions of this
Agreement and, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law. There will be no appeal of their written decision, and
any court having jurisdiction of the subject matter and the parties, may
reduce that decision to judgement.
B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
C. There will be three arbitrators who will be current or former officers of
life insurance or reinsurance companies other than the contracting
companies or affiliates thereof. Each of the contracting companies will
appoint one of the arbitrators within thirty (30) days from the date
notification is received and these two arbitrators will select the third
arbitrator within thirty (30) days from the date of appointment of the last
arbitrator. If either party refuses or neglects to appoint an arbitrator
within thirty (30) days of the date notification is received, the other
party may appoint the second arbitrator. If the two arbitrators do not
agree on a third arbitrator within thirty (30) days of the appointment of
the last arbitrator, then the appointment of said arbitrator shall be left
to the President of the American Arbitration Association. Once chosen, the
arbitrators are empowered to decide all substantive and procedural issues
by majority vote.
D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Paragraph A of this Article.
E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than three (3) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warranted by the
facts and issues of the particular case. At least ten (10) days prior to
the arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any objections raised concerning it.
Each party may examine any witnesses who testify at the arbitration
hearing.
F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
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GE Capital of New York, Agreement No.2001-51 Page 15
Effective July 1, 2001
Article XIV.
Right to Offset Balances Due
The CEDING COMPANY and the REINSURER shall have, and may exercise at any time,
the right to offset any balance or balances due one party to the other, its
successors or assignees, against balances due to the other party under this
Agreement or under any other Agreements or Contracts previously or subsequently
entered into between the CEDING COMPANY and the REINSURER. This right of offset
shall not be affected or diminished because of the insolvency of either party to
this Agreement.
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GE Capital of New York, Agreement No.2001-51 Page 16
Effective July 1, 2001
Article XV.
Contract and Program Changes
A. The CEDING COMPANY may amend, substitute, add or delete variable investment
funds to the investment options supporting the annuity contract as
described in the contract general provisions. No such change shall be made
by the CEDING COMPANY without prior notification to the REINSURER and
without the prior approval of the Securities and Exchange Commission (SEC),
if necessary. The CEDING COMPANY agrees to maintain at all times a
satisfactory selection of core investment options with characteristics
similar to those listed in Schedule B.
B. The CEDING COMPANY shall also give the REINSURER advance notice of any
other changes to its annuity product design and/or death benefit design,
its fees and charges, its distribution systems and/or methods, or the
addition of any riders to any contract forms reinsured hereunder.
C. Should any such change as stated above result in a material change in the
underlying risk, the REINSURER shall have the right to modify, for that
product line only, any of the terms of this Agreement in order to restore
the REINSURER to its original position.
D. The CEDING COMPANY agrees to provide the REINSURER with all contractholder
communications as though the REINSURER were a contractholder in the CEDING
COMPANY's state of domicile.
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GE Capital of New York, Agreement No.2001-51 Page 17
Effective July 1, 2001
Article XVI.
Confidentiality
A. This Agreement incorporates the confidentiality agreement previously agreed
to between the parties on October 22, 1998 (the "Confidentiality
Agreement"), a copy of which is attached hereto as Exhibit IV. All matters
with respect to this Agreement require the utmost good faith of both
parties. Both the CEDING COMPANY and the REINSURER shall, in accordance
with the terms of the Confidentiality Agreement, hold confidential and not
disclose or make competitive use of any shared Confidential Information of
the other party (as such term is defined in the Confidentiality Agreement),
unless otherwise agreed to in writing, or unless the information otherwise
becomes publicly available by means other than by either party or their
agents, or unless the disclose is required for retrocession purposes, has
been mandated by law, or is duly required by external auditors.
B. The REINSURER will treat all personal policyholder information received
from the CEDING COMPANY as confidential information and will use good faith
efforts to keep such information private and secure, in accordance with the
CEDING COMPANY's commitment to its policyholders and in accordance with
federal and state privacy laws. The CEDING COMPANY recognizes that the
REINSURER may need to share certain information with auditors, regulators
and retrocessionaires in the normal course of conducting business.
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 18
Effective July 1, 2001
Article XVII.
Other Provisions
A. Notifications. Any notice or communication given pursuant to this
Reinsurance Agreement must be in writing and either 1) delivered
personally, 2) sent by facsimile or other similar transmission to a number
specified in writing by the recipient, 3) delivered by overnight express,
or 4) sent by Registered or Certified Mail, Postage Prepaid, Return Receipt
Requested, as follows:
If to CEDING COMPANY: GE Capital Life Assurance Company of New York
0000 X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, Senior Vice President, Risk
If to REINSURER: AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx, Reinsurance Treaty Officer
All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
1) if delivered personally or by overnight express, be deemed given upon
delivery; 2) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and 3) if sent
by Registered or Certified mail, be deemed given when marked Postage
Prepaid by the sender's terminal. Any party from time-to-time may change
its address, but no such notice of change will be deemed to have been given
until it is actually received by the party sought to be charged with the
contents thereof.
B. Assignment. This Agreement shall 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. Such
consent shall not be unreasonably withheld.
C. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination will not affect or impair the
validity or the enforceability of the remaining provisions of this
Agreement.
D. Currency. All financial transactions under this Agreement shall be made in
U. S. dollars.
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 19
Effective July 1, 2001
Article XVIII.
Entire Agreement
This Agreement shall constitute the entire Agreement between the parties with
respect to business reinsured hereunder. There is no understanding between the
parties other than as expressed in this Agreement and any change or modification
to this Agreement shall be null and void unless made by Amendment or Addendum to
the Agreement and signed by both parties.
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 20
Effective July 1, 2001
Article XIX.
DAC Tax
Treasury Regulation Section 1.848-2(g)(8) Election
The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992,
under Section 848 of the Internal Revenue Code 1986, as amended. This election
shall be effective for the year this Agreement becomes effective and all
subsequent taxable years for which this Agreement remains in effect.
A. The term "party" will refer to either the CEDING COMPANY or the REINSURER
as appropriate.
B. The terms used in this Article are defined by reference to Treasury
Regulations Section 1.848-2 in effect as of December 29, 1992.
C. The party with the net positive consideration for this Agreement for each
taxable year will capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deduction
limitation of IRC Section 848(c)(1).
D. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency. The
parties also agree to exchange information, which may be otherwise required
by the IRS.
E. The CEDING COMPANY will submit to the REINSURER by April 1st of each year,
a schedule of its calculation of the net consideration for the preceding
calendar year. This schedule will be accompanied by a statement signed by
an officer of the CEDING COMPANY stating that the CEDING COMPANY will
report such net consideration in its tax return for the preceding calendar
year.
F. The REINSURER may contest such calculation by providing an alternate
calculation to the CEDING COMPANY in writing within thirty (30) days of the
REINSURER's receipt of the CEDING COMPANY's calculation. If the REINSURER
does not notify the CEDING COMPANY, the REINSURER will report the net
consideration as determined by the CEDING COMPANY in the REINSURER's tax
return for the previous calendar year.
G. If the REINSURER contests the CEDING COMPANY's calculation of the net
consideration, the parties will act in good faith to reach an agreement as
to the correct amount within thirty (30) days of the date the REINSURER
submits its alternate calculation. If the REINSURER and CEDING COMPANY
reach agreement on an amount of net consideration, each party shall report
such amount in their respective tax returns for the previous calendar year.
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 21
Effective July 1, 2001
Article XX.
Duration of Agreement
A. This Agreement shall be open for new business for a minimum of two (2)
years as measured from the EFFECTIVE DATE, subject to a limit of two
hundred million dollars ($200,000,000) of total new considerations to the
CEDING COMPANY on the product(s) reinsured hereunder, divided by the
REINSURER's Quota Share Percentage. Anytime on or after the second
anniversary of this Agreement, or anytime on or after attainment of the
limit on total new considerations described in this Paragraph, and upon
ninety (90) days written notice, either the CEDING COMPANY or the REINSURER
may cancel this Agreement for new business unilaterally or amend the terms
of reinsurance for new business by mutual agreement.
B. The reinsurance ceded hereunder shall remain in force for no longer than a
period of fifteen (15) years, measured from the original issue date of a
contract. The CEDING COMPANY and the REINSURER may continue the duration of
coverage hereunder at the end of the fifteenth (15th) anniversary of this
Agreement, subject to mutually acceptable terms. Otherwise, the CEDING
COMPANY shall commence a recapture of the reinsurance in force whereby each
contract is recaptured at the month-end of its fifteenth (15th) contract
anniversary measured from the original issue date of the contract. The
REINSURER's liability under this Agreement shall end upon full recapture of
the inforce.
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 22
Effective July 1, 2001
Article XXI.
Execution of Agreement
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of the EFFECTIVE DATE.
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxx X. Xxxxxx Date: January 11, 2002
-----------------------------------------
Name/Title Xxxxx X. Xxxxxx
Attest: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name/ Title Xxxxx X. Xxxxx/VP
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X Xxxx Date: 19 December, 2001
-----------------------------------------
Xxxxxxx X Xxxx, President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51 Page 23
Effective July 1, 2001
Schedule A
Plans of Reinsurance
A. REINSURER's Quota Share Percentage:
100%, subject to the benefit limitations described in Article I.
B. Issue Dates:
New Policies issued on or after July 1, 2001.
C. GMDB (Contractual Death Benefit) Reinsured:
Basic Benefit
For issue ages 0 - 80: Annual Ratchet to attained age 80; GMDB
frozen thereafter.
For issue ages 81 - 85: Annual Ratchet to attained age 85; GMDB
frozen thereafter.
Note: Withdrawals reduce all death benefits proportionately.
Spousal Continuance
Provided that the CEDING COMPANY can individually identify Spousal
Continuances (SCs), as shown in Schedule C, the REINSURER will cover
SCs under this Agreement and will treat them as new issues to the
extent that, at time of continuance, the attained age of the surviving
spouse satisfies the issue age restrictions and benefit limitations
under the Related Contracts covered by this Agreement.
D. Related Contracts:
GE Choice Variable Annuity for New York (Policy Form: NY1155 4/00)
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Schedule B
Investment Funds
--------------------------------------------------------------------------------
Funds and Subaccounts Status Changes
--------------------------------------------------------------------------------
GE Investments Funds, Inc.
Mid-Cap Value Equity Fund
Money Market Fund
Premier Growth Equity Fund
S&P 500(TM) Index Fund
Small-Cap Value Equity Fund
U.S. Equity Fund
Value Equity Fund
--------------------------------------------------------------------------------
Janus Aspen Series
Aggressive Growth Portfolio
Balanced Portfolio
Capital Appreciation Portfolio
Global Technology Portfolio
Growth Portfolio
International Growth Portfolio
Global Life Sciences Portfolio
Worldwide Growth Portfolio
--------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund III
Contrafund Portfolio
Equity-Income Portfolio
Growth & Income Portfolio
Growth Portfolio
Mid Cap Portfolio
--------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Capital Appreciation Fund
Growth Fund
Value Fund
--------------------------------------------------------------------------------
PIMCO
Foreign Bond Portfolio
Long-Term U.S. Government Bond
Portfolio
High Yield Bond Portfolio
Total Return Bond Portfolio
--------------------------------------------------------------------------------
Alliance
Growth & Income
Premier Growth
Quasar
--------------------------------------------------------------------------------
Federated
High Income Bond Fund II
International Small Company Fund II
Continued on following page....
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
--------------------------------------------------------------------------------
Funds and Subaccounts Status Changes
--------------------------------------------------------------------------------
MFS
Utilities Series
Growth Series
Growth with Income Series
New Discovery
--------------------------------------------------------------------------------
Xxxxxxxxxxx
Global Securities
Main Street Growth & Income
--------------------------------------------------------------------------------
Dreyfus
Emerging Markets
Socially Responsible Growth Fund
--------------------------------------------------------------------------------
Rydex
OTC 100
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Schedule C
Required Data and Suggested Data Layout
(Page 1 of 3)
Field Description Comments
Annuitant's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Annuitant's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Owner's ID: Last Name
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Joint Owner's ID: Last Name If Applicable
First Name
Middle Name
Sex M or F
Date of Birth YYYYMMDD
Social Security No. / Social Insurance No.
Policy Number
Policy Issue Date YYYYMMDD
Policy Issue Status NI = True New Issue,
SC = Spousal Continuance,
EX = 1035 Exchange
Tax Status Qualified (Q), or Non-qualified (N)
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Schedule C
Required Data and Suggested Data Layout
(Page 2 of 3)
Field Description Comments
GMDB/EEB SECTION (If applicable)
Mortality Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death Claim Trigger A = Annuitant, O = Owner,
1 = 1st to die, 2 = 2nd to die
(e.g., A2 = payable upon death of
second of joint annuitants)
Current Ratchet Value If Applicable
Current Reset Value If Applicable
Current Rollup Value If Applicable
Current Return of Premium Value If Applicable
Minimum Guaranteed Death Benefit
Contract Death Benefit Greater of Account Value and
Minimum Guaranteed Death Benefit
Effective Date of the Rider
Account Value as of the Effective Date
of the Rider
Mortality Risk VNAR Max [Contractual Death Benefit -
Account Value), 0]
SCNAR Surrender Charge, if applicable
EEMNAR T%(AV less Net Purchase Payments),
if applicable
Earnings AV less Net Purchase Payments
Earnings Cap If Applicable
Tax Percentage If Applicable
GMIB SECTION (If applicable)
GMIB Indicator Y = benefit elected, N = benefit
not elected, NA = not applicable
Income Benefit Elected 01 = option 1, 02 = option 2, etc.
Expiration of Waiting Period YYYYMMDD
GMIB Annuitization Date YYYYMMDD - actual date
Most Recent GMIB Step-up / Reset Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
IBB Amount
GMIB IBNAR Amount Calculated using an individual life
certain annuity form with 10 years
Treasury Rate Used in IBNAR calculation
GMAB SECTION (If applicable)
GMAB Indicator Y = benefit elected, N = benefit
not elected, NA = not applicable
Accumulation Benefit Elected 01 = option 1, 02 = option 2, etc.
Maturity Date YYYYMMDD
Most Recent GMAB Step-up / Rollover Date YYYYMMDD, if applicable
Cancellation Date YYYYMMDD, if applicable
Pricing Cohort Indicator
GMAB Guaranteed Value Current Value
GMAB NAR Max [ (GMAB Guaranteed Value -
Account Value), 0]
Account Value Current total value
Surrender Charge If reinsured
Cumulative Deposits Total premiums
Cumulative Withdrawals Total withdrawals
Net Purchase Payments Total premiums less total
withdrawals (proportional
adjustment)
Deposits made in quarter of death dollar value
Quota Share reinsured percentage
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Schedule C
Required Data and Suggested Data Layout
(Page 3 of 3)
Field Description Comments
Funding Vehicle Values:
"MorningStar" designations (US)
Aggressive Growth
Balanced
Corporate Bond
Government Bond
Growth
Growth and Income
High Yield Bond
International Bond
International Stock
Money Market
Specialty Fund
Fixed Account
Dollar Cost Averaging
Note: total of funding vehicles should equal account value.
Termination Information:
Termination Date YYYYMMDD, If applicable
Reason for Termination Death (D), Annuitization (A),
1035 Exchange (X), GMIB Election
(I), Other (O).
Cause of Death If applicable. Use your Cause of
Death code, and provide translation
Summary Information: For reconciliation purposes
(may be paper summary)
Total number of records Monthly aggregate information by
GMIB Design, GMAB Design, and
Pricing Cohort (if applicable)
Total of each dollar field Monthly aggregate information by
GMIB Design, GMAB Design, and
Pricing Cohort (if applicable)
Note: All values to nearest dollar
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Exhibit I
1994 Variable Annuity MGDB Mortality Table
(applied age last birthday at attained age)
-----------------------------------
Attained Age Male Qx Female Qx
-----------------------------------
1 0.000587 0.000519
-----------------------------------
2 0.000433 0.000358
-----------------------------------
3 0.000350 0.000268
-----------------------------------
4 0.000293 0.000218
-----------------------------------
5 0.000274 0.000201
-----------------------------------
6 0.000263 0.000188
-----------------------------------
7 0.000248 0.000172
-----------------------------------
8 0.000234 0.000158
-----------------------------------
9 0.000231 0.000154
-----------------------------------
10 0.000239 0.000159
-----------------------------------
11 0.000256 0.000169
-----------------------------------
12 0.000284 0.000185
-----------------------------------
13 0.000327 0.000209
-----------------------------------
14 0.000380 0.000239
-----------------------------------
15 0.000435 0.000271
-----------------------------------
16 0.000486 0.000298
-----------------------------------
17 0.000526 0.000315
-----------------------------------
18 0.000558 0.000326
-----------------------------------
19 0.000586 0.000333
-----------------------------------
20 0.000613 0.000337
-----------------------------------
21 0.000642 0.000340
-----------------------------------
22 0.000677 0.000343
-----------------------------------
23 0.000717 0.000344
-----------------------------------
24 0.000760 0.000344
-----------------------------------
25 0.000803 0.000346
-----------------------------------
26 0.000842 0.000352
-----------------------------------
27 0.000876 0.000364
-----------------------------------
28 0.000907 0.000382
-----------------------------------
29 0.000935 0.000403
-----------------------------------
30 0.000959 0.000428
-----------------------------------
31 0.000981 0.000455
-----------------------------------
32 0.000997 0.000484
-----------------------------------
33 0.001003 0.000514
-----------------------------------
34 0.001005 0.000547
-----------------------------------
35 0.001013 0.000585
-----------------------------------
36 0.001037 0.000628
-----------------------------------
37 0.001082 0.000679
-----------------------------------
38 0.001146 0.000739
-----------------------------------
39 0.001225 0.000805
-----------------------------------
40 0.001317 0.000874
-----------------------------------
41 0.001424 0.000943
-----------------------------------
42 0.001540 0.001007
-----------------------------------
43 0.001662 0.001064
-----------------------------------
44 0.001796 0.001121
-----------------------------------
45 0.001952 0.001186
-----------------------------------
46 0.002141 0.001269
-----------------------------------
47 0.002366 0.001371
-----------------------------------
48 0.002618 0.001488
-----------------------------------
49 0.002900 0.001619
-----------------------------------
50 0.003223 0.001772
-----------------------------------
51 0.003598 0.001952
-----------------------------------
52 0.004019 0.002153
-----------------------------------
53 0.004472 0.002360
-----------------------------------
54 0.004969 0.002589
-----------------------------------
55 0.005543 0.002871
-----------------------------------
56 0.006226 0.003241
-----------------------------------
57 0.007025 0.003713
-----------------------------------
58 0.007916 0.004270
-----------------------------------
59 0.008907 0.004909
-----------------------------------
60 0.010029 0.005636
-----------------------------------
61 0.011312 0.006460
-----------------------------------
62 0.012781 0.007396
-----------------------------------
63 0.014431 0.008453
-----------------------------------
64 0.016241 0.009611
-----------------------------------
65 0.018191 0.010837
-----------------------------------
66 0.020259 0.012094
-----------------------------------
67 0.022398 0.013318
-----------------------------------
68 0.024581 0.014469
-----------------------------------
69 0.026869 0.015631
-----------------------------------
70 0.029363 0.016957
-----------------------------------
71 0.032169 0.018597
-----------------------------------
72 0.035268 0.020599
-----------------------------------
73 0.038558 0.022888
-----------------------------------
74 0.042106 0.025453
-----------------------------------
75 0.046121 0.028372
-----------------------------------
76 0.050813 0.031725
-----------------------------------
77 0.056327 0.035505
-----------------------------------
78 0.062629 0.039635
-----------------------------------
79 0.069595 0.044161
-----------------------------------
80 0.077114 0.049227
-----------------------------------
81 0.085075 0.054980
-----------------------------------
82 0.093273 0.061410
-----------------------------------
83 0.101578 0.068384
-----------------------------------
84 0.110252 0.075973
-----------------------------------
85 0.119764 0.084432
-----------------------------------
86 0.130583 0.094012
-----------------------------------
87 0.143012 0.104874
-----------------------------------
88 0.156969 0.116968
-----------------------------------
89 0.172199 0.130161
-----------------------------------
90 0.188517 0.144357
-----------------------------------
91 0.205742 0.159461
-----------------------------------
92 0.223978 0.175424
-----------------------------------
93 0.243533 0.192270
-----------------------------------
94 0.264171 0.210032
-----------------------------------
95 0.285199 0.228712
-----------------------------------
96 0.305931 0.248306
-----------------------------------
97 0.325849 0.268892
-----------------------------------
98 0.344977 0.290564
-----------------------------------
99 0.363757 0.313211
-----------------------------------
100 0.382606 0.336569
-----------------------------------
101 0.401942 0.360379
-----------------------------------
102 0.422569 0.385051
-----------------------------------
103 0.445282 0.411515
-----------------------------------
104 0.469115 0.439065
-----------------------------------
105 0.491923 0.465584
-----------------------------------
106 0.511560 0.488958
-----------------------------------
107 0.526441 0.507867
-----------------------------------
108 0.536732 0.522924
-----------------------------------
109 0.543602 0.534964
-----------------------------------
110 0.547664 0.543622
-----------------------------------
111 0.549540 0.548526
-----------------------------------
112 0.550000 0.550000
-----------------------------------
113 0.550000 0.550000
-----------------------------------
114 0.550000 0.550000
-----------------------------------
115 1.000000 1.000000
-----------------------------------
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Exhibit II
Reinsurance Premiums
-------------------------------------------------------------------------
Annual Ratchet to attained age 80
(for issue ages 0-80) / to attained
age 85 (for issue ages 81-85); Reinsurance Premiums
frozen thereafter Issue Ages Minimum Maximum
-------------------------------------------------------------------------
0-49 6.75 10.25
50-59 12.75 22.50
Surrender Charge covered 60-69 21.00 42.00
70-79 34.50 77.75
Surrender Charge not covered 80-85 41.50 93.50
-------------------------------------------------------------------------
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
Exhibit III
Benefit Limitation Rule
Exhibit IV
Confidentiality and Non-Disclosure Agreement
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51
Effective July 1, 2001
[LOGO] AXA Re
Life
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement") made as of 22
October, 1998 by and between AXA Re Life Insurance Company ("AXA Re"), a life
insurance company organized and existing under the laws of the State of
Delaware, and Life Insurance Company of Virginia ("Company"), a corporation
organized and existing under the laws of the State of Virginia.
WHEREAS, the parties hereto intend to disclose, both orally and in writing,
certain confidential and proprietary information ("Confidential Information") to
each other, and to the designated Affiliates and representatives of each other,
in furtherance of evaluating the possibility of entering into a reinsurance
program between AXA Re and the Company covering various guaranteed benefits
within new and/or inforce variable annuity and/or variable life contracts that
incorporate Company Confidential Information; and
WHEREAS, the parties wish to protect certain Confidential Information which may
be disclosed between them, particularly regarding AXA Re's program for
reinsuring variable annuity contracts.
NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto acknowledge and agree that the Confidential Information disclosed
hereunder is confidential, proprietary and trade secret to the disclosing party
and is disclosed to the receiving party on a confidential basis under this
Agreement, to be used only as expressly permitted by the terms and conditions of
this Agreement. Title to the Confidential Information will remain at all times
in the disclosing party and no transfer of any interest is either expressly
granted or implied.
CONFIDENTIAL INFORMATION
As used in this Agreement, the term "Confidential Information" includes but is
not limited to the following items, whether existing now or created in the
future; (a) all knowledge or information concerning the business operations and
assets of the parties hereto and their respective Subsidiaries and Affiliates
which is not readily available to the public, such as: Internal operating
procedures; investment strategies; sales data and customer lists; financial
plans, projections and reports; and insurance and investment company programs,
plans and products; (b) all property owned, licensed and/or developed by or for
the parties, their Subsidiaries or Affiliates or their respective clients and
not readily available to the public, such as computer systems, programs,
software and devices, plus information about the design, methodology and
documentation therefore (c) information, materials, products or any other
tangible or intangible assets in the possession or the control of the parties or
their Subsidiaries or Affiliates which is proprietary to, or confidential to or
about, any other person or entity; (d) proprietary or confidential information
obtained from persons or entities conducting business with the parties or their
Subsidiaries or Affiliates in any capacity; and (e) records and repositories of
all of the foregoing, in whatever form maintained.
1
[LOGO] AXA Re
Life
Without limiting the generality of the foregoing: (a) Confidential Information
of AXA Re shall include, without limitation, all information with respect to AXA
Re's program for reinsuring variable annuities and/or variable life insurance,
any actuarial. pricing and financial information provided by AXA Re or its
Affiliated companies to the Company, and all information conveyed orally or by
any other means by AXA Re or its Affiliated companies to the Company, with
respect to reinsurance of variable annuities and/or variable life insurance; and
(b) Confidential Information of the Company shall include, without limitation,
all information with respect to its variable annuity and/or variable life
contract, any actuarial, pricing and financial information provided by the
Company or its Affiliated companies to AXA Re, the Company annuity pricing
model, and all information conveyed orally or by any other means by the Company
or its Affiliated companies to AXA Re, with respect to Company variable annuity
and/or variable life insurance programs.
Failure to xxxx any material or information "Confidential" shall not affect the
confidential nature therefore.
The restrictions against disclosing and disseminating the Confidential
Information shall not apply to:
i. general skills and experience gained by employees of either party, their
Subsidiaries or their Affiliates; or
ii. information known by the receiving party prior to disclosure under this
Agreement; or
iii. information disclosed to the receiving party by a third party who was not
under an obligation of confidentiality to the disclosing party; or
iv. information which is publicly available or generally known within the
insurance or data processing industries; or
v. information which is independently developed by the receiving party prior
to, concurrent with or subsequent to the disclosing party's disclosure
without any wrongful act or breach of this Agreement by the receiving
party; or
vi. information which becomes available to one party, its Subsidiaries, its
Affiliates or its representatives on a non-confidential basis from sources
other than the other party or its Subsidiaries, Affiliates or
representatives, provided that the recipient of such information does not
know or have reason to know that such sources are prohibited by
contractual, legal or fiduciary obligation from transmitting the
information.
The foregoing notwithstanding, nothing in this Agreement shall be construed to
prohibit the disclosure of Confidential Information in accordance with the terms
of a court order. In the event one of the parties becomes legally compelled to
disclose the Confidential Information of the other, the party being compelled
shall provide prompt and reasonable notice to the other party, so that the other
party may seek a protective order, an appeal, or other appropriate remedy.
2
[LOGO] AXA Re
Life
BREACH
The parties hereto recognize that the unauthorized disclosure, duplication,
reproduction or use of the Confidential Information would cause irreparable harm
to the disclosing party and that monetary damages will be inadequate to
compensate the disclosing party for such breach. For that reason, the parties
hereto shall be entitled to seek, in any court of competent jurisdiction,
injunctive relief including a preliminary injunction and an order of seizure and
impoundment under Section 503 of the Copyright Act and the receiving party will
not object to the entry of an injunction or other equitable relief against it on
the basis of an adequate remedy at law or other reason. Such relief shall be
cumulative and in addition to whatever other remedies the disclosing party may
have.
MISCELLANEOUS
(a) No waiver of any provision of this Agreement shall be effective unless
contained in a writing executed by the party against whom enforcement
thereof is sought. A waiver of any specific term hereof shall not be deemed
to constitute a waiver of any other term hereof, nor shall a waiver on any
one or more occasions be deemed to imply or constitute a waiver of the same
of any other term on any other occasion.
(b) If any part of this Agreement shall be held to be void or unenforceable,
such part shall be treated as severable, leaving valid the remainder of the
Agreement.
(c) This Agreement shall be construed in accordance with the laws of the State
of Delaware.
(d) Anything in this Agreement to the contrary notwithstanding, nothing herein
shall be construed as a commitment by either party to enter into a
Reinsurance Agreement or to engage in anything beyond having initial
discussions and exchanging information which may lead to a formal request
for a reinsurance proposal and subsequent preparation thereof.
(e) Each of the parties shall cause its respective Subsidiaries and Affiliates
to abide by the terms of this Agreement, and in the event of a violation of
this Agreement by their respective Subsidiaries or Affiliates, shall be
liable hereunder to the same extent as if, themselves, had committed such
violation.
(f) For purposes of this Agreement:
(i) "Affiliate" shall mean a person that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under
common control with another person or beneficially owns or has the
power to vote or direct the vote of twenty-five percent (25%) or more
of any class of voting stock (or of any form of voting equity interest
in the case of a person that is not a corporation) of such other
person. For purposes of this definition, "control", including the
terms "controlling" and "controlled", means the power to direct or
cause the direction of the management and policies of a person,
directly or indirectly, whether
3
[LOGO] AXA Re
Life
through the ownership of securities or partnership or other ownership
interests, by contract or otherwise.
(ii) "Subsidiary" of a person means any person with respect to whom such
specified person, directly or indirectly, beneficially owns fifty
percent (50%) or more of the equity interests in, or holds the voting
control of fifty percent (50%) to more of the equity interests in,
such person.
(g) Upon the written request of AXA Re at any time, the Company will return to
AXA Re all AXA Re Confidential Information, provided that if AXA Re enters
into a reinsurance agreement with the Company, that the Company shall be
entitled to retain AXA Re Confidential Information required by the Company
in order to fulfill its obligations under the reinsurance agreement (but
that any such Confidential Information shall not be used for any other
purpose).
(h) Upon the written request of the Company at any time, AXA Re will return to
the Company all Company Confidential Information, provided that if AXA Re
enters into a reinsurance agreement with the Company, that AXA Re shall be
entitled to retain Company Confidential Information required by AXA Re in
order to fulfill its obligations under the reinsurance agreement (but that
any such Confidential Information shall not be used for any other purpose).
(i) Nothing in this agreement shall prevent the Company and AXA Re from
developing reinsurance products, or limit their respective rights to
develop reinsurance products, provided the Company does not use AXA Re
Confidential Information and AXA Re does not use Company Confidential
Information in connection with the development of such products.
COMMENCEMENT AND TERMINATION OF AGREEMENT
This Agreement is effective upon the date first written above. The obligations
of each party set out in the preceding paragraphs above shall survive the
termination of the Agreement.
Notwithstanding anything in this Agreement to the contrary, each party agrees
that any agreement executed between them as a result of these discussions shall
incorporate the confidentiality provisions contained herein, and this Agreement
shall be deemed to continue in full force and effect during all terms of such
subsequent agreement.
GENERAL PROVISIONS
This Agreement shall be governed by and construed, and the legal relations
between the parties shall be determined, in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws.
This Agreement supersedes all prior understandings and negotiations, oral and
written, and constitutes the entire understanding between the parties on this
subject. This Agreement and any of the rights or obligations hereunder are not
assignable without AXA Re's prior written permission.
[LOGO] AXA Re
Life
No waiver, modification, or amendment to the Agreement shall be binding upon the
parties unless it is in writing signed by an Authorized Representative of the
party against whom enforcement is sought.
IN WITNESS THEREOF, the parties by their duly Authorized Representatives have
caused this Agreement to be executed as of the date first written above.
AXA RE LIFE INSURANCE COMPANY LIFE INSURANCE COMPANY OF VIRGINIA
By: /s/ Xxxxxxx Sakouas By: /s/ Xxxxx Xxxx
--------------------------- ------------------------------------
Xxxxxxx Sakouas Xxxxx Xxxx
Title: Vice President Title: Vice President
Risk Management Financial Services Group
Date: 22 October, 1998 Date: 22 October, 1998
AMENDMENT Xx. 0 xx
XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Xx. 0000-00 Dated July 1, 2001
between
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective March 11, 2002, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
Schedule A, Plans of Reinsurance, is hereby replaced by the attached
Schedule A, to document the inclusion of the Enhanced Payment Rider as a
covered rider to the variable annuity policies reinsured hereunder.
Exhibit II, Reinsurance Premiums, is hereby replaced by the attached
Exhibit II, to document the addition of new reinsurance premiums for
policies issued with the Enhanced Payment Rider.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxx X. Xxxxxx Date: April 22, 2002
-----------------------------------------
Name/Title Xxxxx X. Xxxxxx Xx VP
Attest: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name/Title Xxxxx X. Xxxxx VP + Illegible
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 05 April, 2002
-----------------------------------------
Xxxxxxx X. Xxxx, President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
Schedule A
Plans of Reinsurance
A. REINSURER's Quota Share Percentage:
100%, subject to the benefit limitations described in Article I.
B. Issue Dates:
New Policies issued on or after July 1, 2001.
C. GMDB (Contractual Death Benefit) Reinsured:
Basic Benefit
For issue ages 0 - 80: Annual Ratchet to attained age 80; GMDB
frozen thereafter.
For issue ages 81 - 85: Annual Ratchet to attained age 85; GMDB
frozen thereafter.
Note: Withdrawals reduce all death benefits proportionately.
Spousal Continuance
Provided that the CEDING COMPANY can individually identify Spousal
Continuances (SCs), as shown in Schedule C, the REINSURER will cover
SCs under this Agreement and will treat them as new issues to the
extent that, at time of continuance, the attained age of the surviving
spouse satisfies the issue age restrictions and benefit limitations
under the Related Contracts covered by this Agreement.
D. Related Contracts:
GE Choice Variable Annuity for New York (Policy Form: NY1155 4/00)
Enhanced Payment Rider (Rider Form: NY5136 11/00)
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51, Effective July 1, 2001
Amendment No. 1, Effective March 11, 2002
EXHIBIT II
Reinsurance Premiums
A. Effective at inception of this Agreement; and
Effective March 11, 2002, for policies issued without the Enhanced Payment
Rider.
-------------------------------------------------------------------------
Annual Ratchet to attained age 80
(for issue ages 0-80) / to attained
age 85 (for issue ages 81-85); Reinsurance Premiums
frozen thereafter Issue Ages Minimum Maximum
-------------------------------------------------------------------------
0-49 6.75 10.25
50-59 12.75 22.50
Surrender Charge covered 60-69 21.00 42.00
70-79 34.50 77.75
Surrender Charge not covered 80-85 41.50 93.50
-------------------------------------------------------------------------
B. Effective March 11, 2002, for policies issued with the Enhanced Payment
Rider.
-------------------------------------------------------------------------
Annual Ratchet to attained age 80
(for issue ages 0-80) / to attained
age 85 (for issue ages 81-85); Reinsurance Premiums
frozen thereafter Issue Ages Minimum Maximum
-------------------------------------------------------------------------
0-49 6.75 10.25
50-59 13.25 23.25
Surrender Charge covered 60-69 21.75 43.50
70-79 37.00 83.25
Surrender Charge not covered 80-85 42.00 94.50
-------------------------------------------------------------------------
--------------------------------------------------------------------------------
GE Capital of New York, Agreement No.2001-51, Effective July 1, 2001
Amendment No. 1, Effective March 11, 2002
[LETTERHEAD]
AXA CORPORATE SOLUTIONS
LIFE, HEALTH & ANNUITY REINSURANCE
April 8, 2002
Via Federal Express No. 8215 6544 4354
Xx. Xxxxxxx X. Xxxxxxxx
GE Life and Annuity Assurance Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxxxx,
We are pleased to enclose duplicate originals of Amendment 1 to Reinsurance
Agreement No. 2001-51. The Amendment adds terms for the Enhanced Payment Rider,
effective March 11, 2002.
The documents have been signed in behalf of AXA Corporate Solutions Life
Reinsurance Company. If the Amendment meets with your approval, kindly secure
signatures in behalf of GE Capital, retain one original and return the duplicate
original to me for AXA's files.
If you have any questions or concerns, please let us know. Thank you.
Very truly yours,
/s/ Xxxxx Xxxxxxx To Xxxxx 4-15-02
Encl
cc: X. Xxxxxx
AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Telephone: (000) 000-0000
Fax: (000) 000-0000
CONTRACT REVIEW
Parties to the contract: GELAAC
Axa Re
Purpose of the contract: Amendment to reinsurer NYChoice Enhanced Payment
Rider (5 % Rollup)
Issues of concern: none
Person to sign for [X] LOV [ ] FFSC
(indicate appropriate [ ] FFRL [ ] FFRL Re [ ] Other:
corporation) ----------------------
Name: Xxxxx Xxxxxx
Title: Sr. VP - Risk
Person requesting Xxxxxxx Xxxxxxxx
Approval Level Needed: Department Head [X]
Executive Committee Member [ ]
President [ ]
Chairman [ ]
Law Department Review: Illegible Date: 4/18/02
-------------------
Template: S:\@PUBCAB\CONTRACT. DOT REV -- 10/11/96
[LETTERHEAD]
AXA CORPORATE SOLUTIONS
LIFE, HEALTH & ANNUITY REINSURANCE
December 19, 2001
Via Federal Express No. 8215 6544 3910
Xx. Xxxxxxx X. Xxxxxxxx
GE Life and Annuity Assurance Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxxxx,
We are pleased to enclose duplicate originals of Reinsurance Agreement No.
2001-51, which provides reinsurance terms for the GMDB within the GE Choice
Variable Annuity issued by GE Capital Life Assurance Company of New York.
The Agreement has been revised in accordance with our exchange of e-mails over
the past few months.
The documents have been signed in behalf of AXA Corporate Solutions Life
Reinsurance Company. If the Agreement meets with your approval, kindly secure
signatures in behalf of GE Capital, retain one original and return the duplicate
original to me for AXA's files.
Thanks so much for your help in resolving treaty issues and Best Wishes for a
Happy Holiday Season. It's a pleasure dealing with you.
Very truly yours,
/s/ Xxxxx Xxxxxxx
Encl.
cc: X. Xxxxxx
AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000 Fax: (000) 000-0000
