Exhibit 99.7(vi)
AUTOMATIC REINSURANCE AGREEMENT
between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
Boston, Massachusetts,
(hereinafter referred to as the CEDING COMPANY)
and
AXA RE LIFE INSURANCE COMPANY
now known as
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
as of September 14, 0000
Xxx Xxxx, Xxx Xxxx
(hereinafter referred to as the REINSURER)
EFFECTIVE AUGUST 15, 2000
THIS AGREEMENT WILL HEREINAFTER BE REFERRED TO AS AGREEMENT NO. 2000-21
CONTENTS
ARTICLES PAGE
I. Scope of Agreement 1-2
II. Commencement and Termination of Liability 3
III. Oversights and Clerical Errors 4
IV. Net Amount at Risk 5
V. Reinsurance Premiums 6-7
VI. Reinsurance Administration 8-9
VII. Settlement of Claims 10-11
VIII. Reinsurance Credit 12
IX. Recapture Privileges 13
X. Inspection of Records 14
XI. Insolvency 15
XII. Negotiation 16
XIII. Arbitration 17
XIV. Right to Offset Balances Due 18
XV. Contract and Program Changes 19-20
XVI. Confidentiality 21
XVII. Miscellaneous 22
XVIII. Severability 23
XIX. DAC Tax 24
XX. Duration of Agreement 25
XXI. Execution of Agreement 26
SCHEDULES
A. Plans of Reinsurance
B. Investment Funds
C. Required Data and Suggested Data Layout
D. Special Acceptances
EXHIBITS
I. 1994 Variable Annuity MGDB Mortality Table
II. Reinsurance Premiums
III. Benefit Limitation Rule
IV. Confidentiality and Non-Disclosure Agreement
V. Wiring Instructions
ARTICLE I
SCOPE OF AGREEMENT
A. On and after August 15, 2000, the CEDING COMPANY shall automatically
reinsure with the REINSURER and the REINSURER shall automatically accept, a
quota-share percentage (defined in Schedule A) of the MNAR as defined in
Article IV, generated prior to termination of the REINSURER's liability
(defined in Article II), by the Guaranteed Minimum Death Benefit provisions
within the variable annuity contracts exchanged in accordance with the
CEDING COMPANY's product exchange program as set forth in Schedule A. In
addition, the REINSURER agrees to accept under the terms of this Agreement,
the contracts specifically listed under Schedule D that were exchanged
outside the standard date parameters set forth in the exchange program.
The automatic reinsurance provisions of this Agreement are subject to the
"in-the-money" position of the contract on the date of exchange.
"In-the-money" generally means the percentage by which the value of a
contract's guaranteed death benefit exceeds its current account value (see
defined calculation in Article V). Automatic reinsurance applies to
contracts that are less than or equal to 20% in-the-money on the date of
exchange. Contracts exchanged that are greater than 20% in-the-money on the
date of exchange may be submitted on a facultative basis in accordance with
the procedures set forth in Paragraph E of this Article I.
B. The REINSURER's maximum aggregate VNAR (defined in Article IV) claim
payment in any one calendar year shall not exceed two-hundred (200) basis
points of the REINSURER's quota-share percentage 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 VSCNAR and FSCNAR (both defined in Article
IV) claim payment have no independently calculated annual aggregate claim
limit.
D. The REINSURER's maximum MNAR (defined in Article IV) claim payment on any
individual life reinsured hereunder shall be limited to one-million dollars
($1,000,000) multiplied by the quota-share percentage reinsured by the
REINSURER.
E. Any contracts exchanged that are greater than 20% in-the-money shall
require facultative review by the REINSURER. The CEDING COMPANY will notify
the REINSURER of its request for facultative review within 15 days of
receiving the election notification from the contractholder. If the
REINSURER makes an offer of terms to reinsure such a risk, the CEDING
COMPANY must accept the offer during the lifetime of the proposed
contractholder, but not later than 15 days from the date the offer is
communicated to the CEDING COMPANY, to effect the reinsurance. Acceptance
by the CEDING COMPANY of a facultative offer made by the REINSURER shall be
documented by a dated notation in the CEDING COMPANY's underwriting file
and subsequent formal notice to the REINSURER shall become an Attachment to
this Agreement. The Attachment shall include, but not be limited to, the
identity of the contract owner, a description of the contract issued, the
effective date of the contract, the effective date of the reinsurance
coverage, the quota share percentage of the reinsurance coverage and the
terms of the reinsurance coverage. It shall be attested to by the CEDING
COMPANY and the REINSURER.
Page 1
ARTICLE I, SCOPE OF AGREEMENT
(continued)
F. 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.
Page 2
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. The liability under this Agreement will terminate either:
1. in accordance with the Recapture privileges of this Agreement as
stated in Article IX, the Duration of Agreement provisions of this
Agreement as stated in Article XX; or,
2. for an individual contract, upon the earliest of the following
occurrences defined in the contract(s) reinsured hereunder:
a. the date the owner elects to annuitize;
b. surrender or termination of the contract;
c. full withdrawal, including 1035 exchanges and qualified transfers
when the CEDING COMPANY terminates the contract and releases the
proceeds to the contract owner, beneficiary, annuitant or new
carrier;
d. 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 during the new business term of this
Agreement as defined in Article XX, Paragraph B. On spousal
continuance election the REINSURER's liability will be terminated
upon death of the spouse;
e. attainment of the maximum annuitization age or attained age 95,
if earlier; or
3. for an individual contract, reinsurance coverage will cease on the
first day of the month following a withdrawal that causes the Account
Value of the contract to fall below one-thousand-five-hundred dollars
($1,500). Once reinsurance coverage ends for a specific contract, it
cannot be reinstated under this Agreement.
B. The REINSURER shall be liable to reimburse claims only on those deaths
where the actual date of death is on or after August 15, 2000, in
accordance with Article VII.
Page 3
ARTICLE III
OVERSIGHTS AND CLERICAL ERRORS
B. 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.
C. 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 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.
D. 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.
Page 4
ARTICLE IV
NET AMOUNT AT RISK
E. The mortality net amount at risk for each variable annuity contract
reinsured hereunder shall be equal to the following:
MNAR (Mortality Net Amount at Risk) = VMNAR + FSCNAR where:
VMNAR (Variable Mortality Net Amount at Risk) = VNAR + VSCNAR where:
- VNAR (Variable Net Amount at Risk) = Maximum (a, b) multiplied by the
quota-share percentage (defined in Schedule A) where:
a = (Contractual Death Benefit - Total Account Value)
b = 0
- VSCNAR (Variable Surrender Charge Net Amount at Risk) = (Surrender
Charges, net of free withdrawal amounts, allocated to Variable
Account) multiplied by the quota-share percentage
FSCNAR (Fixed Surrender Charge Net Amount at Risk) = (Surrender Charges,
net of free withdrawal amounts, allocated to Fixed Account) multiplied by
the quota-share percentage
The surrender charge will be allocated to the Variable Account and the
Fixed Account in proportion to the Variable Account value and the Fixed
Account Value at the end of the month.
C. Spousal Continuances (as described in Schedule A)
The REINSURER will reimburse the CEDING COMPANY for its quota-share of the
FSCNAR + VSCNAR 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.
D. The death benefit and the surrender charges will be as described in the
variable annuity contract forms specified in Schedule A.
Page 5
ARTICLE V
REINSURANCE PREMIUMS
A. For the purposes of the reinsurance premium calculation, contracts shall be
assigned a cohort designation based on original issue date, age grouping at
exchange date and percentage in-the-money at exchange date. The reinsurance
premium for each cohort shall be defined as the sum of the fixed account
reinsurance premium and the variable account reinsurance premium. The total
reinsurance premium paid to the REINSURER is the sum of the reinsurance
premiums for each defined cohort. The reporting period is monthly.
The percentage in-the-money shall equal the maximum of ( a, b ) divided by
Initial Death Benefit, rounded up one decimal place, where:
a = Initial Death Benefit - Account Value on last day of the month of
exchange
b = 0
The Initial Death Benefit for the product exchange will equal the greater
of the net considerations and the account value on the date of the
exchange.
B. The fixed account reinsurance premium is a monthly YRT rate, which is
applied to the average FSCNAR over the reporting period on a life-by-life
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.
C. The variable account reinsurance premium is a monthly YRT rate, which is
applied to the average VMNAR over the reporting period on a life-by-life
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 reinsurance premium is subject to
minimum and maximum asset-based premium rate levels which vary by cohort.
D. For each cohort, the minimum asset-based premium rates shall be applied to
the greater of the average aggregate GMDB value minus the average aggregate
fixed account value, and the average aggregate variable account value in
force over the reporting period multiplied by the quota share percentage
reinsured by the REINSURER.
E. For each cohort, the maximum asset-based premium rates shall be applied to
the greater of the average aggregate GMDB value and the average aggregate
total account value in force over the reporting period multiplied by the
quota share percentage reinsured by the REINSURER.
F. The annualized reinsurance premium rates are shown in Exhibit II and are
expressed in terms of basis points. In practice, they shall be applied on a
monthly basis by utilizing one-twelfth (1/12th) of the annualized rates.
G. The YRT rate and the minimum and maximum asset-based premium rates shall be
based on the oldest person of a multiple life status.
H. The sum of the YRT reinsurance premiums for an individual life, as
described in Paragraph B and Paragraph C of this Article, shall be reduced
by the ratio of the sum of the mortality net amount at risk in excess of
the applicable individual life liability limit described in Article I to
the total mortality net amount at risk for that life.
Page 6
ARTICLE V - REINSURANCE PREMIUMS
(continued)
I. 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.
J. The reinsurance premium structure described above is subject to change
based on the criteria described in Article XV, Contract and Program
Changes.
Page 7
ARTICLE VI
REINSURANCE ADMINISTRATION
F. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY will 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. Said seriatim report will include the
cohort designation assigned to each contract.
G. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER with a separate SUMMARY
STATEMENT summarizing the following:
1. reinsurance premiums due to the REINSURER separate for each premium
class as shown in Exhibit II;
2. benefit claim reimbursements due to the CEDING COMPANY in total and
broken down by VNAR, VSCNAR and FSCNAR;
3. date SUMMARY STATEMENT was prepared;
4. month end date for period covered by SUMMARY STATEMENT;
5. due date of the reinsurance premiums which is thirty (30) days from
month end date for the period covered by the SUMMARY STATEMENT.
C. Payments between the CEDING COMPANY and the REINSURER shall be paid net of
any amount due and unpaid under this Agreement. If the net balance is due
to the REINSURER, the amount due shall be remitted with the SUMMARY
STATEMENT, but no later than the due date shown on 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. Wiring instructions are attached in Exhibit V.
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, from the prior calendar year.
E. Other
1. The REINSURER reserves the right to charge interest [if (a) or (b)
below occur] 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 shown on the
SUMMARY STATEMENT plus fifty (50) basis points. The method of
calculation shall be simple interest (360-day year) and applied as
follows:
(a) if premiums are not paid within sixty (60) days of the due date
shown on the SUMMARY STATEMENT
(b) if premiums for first year business are not paid within
one-hundred-eighty (180) days of the effective date of the policy
(c) Interest will accrue from sixty (60) days following the due date
shown on the SUMMARY STATEMENT
Page 8
ARTICLE VI - REINSURANCE ADMINISTRATION
(continued)
2. If claims are not paid within sixty (60) days of the REINSURER's
receipt of satisfactory proof of claim liability, the CEDING COMPANY
reserves the right to charge interest, 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 shown on the SUMMARY
STATEMENT plus fifty (50) basis points. The method of calculation
shall be simple interest (360-day year). Interest will accrue from
sixty (60) days following the due date shown on the SUMMARY STATEMENT.
3. The REINSURER will have the right to terminate this Agreement when
premium payments are more than ninety (90) days past the due date as
shown on the SUMMARY STATEMENT by giving ninety (90) days written
notice of termination to the CEDING COMPANY. As of the close of the
last day of this ninety (90) day notice period, the REINSURER's
liability for all risks reinsured associated with the defaulted
premiums under this Agreement will terminate. The first day of the
ninety (90) day notice of termination will be the day the notice is
received in the mail by the CEDING COMPANY or if the mail is not used,
the day it is delivered to the CEDING COMPANY. If all premiums in
default are received within the ninety (90) day time period, the
Agreement will remain in effect.
Page 9
ARTICLE VII
SETTLEMENT OF CLAIMS
A. The claims, as set forth in Article IV, 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 of this Agreement and
subject to benefit limitations as 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. In no event will the REINSURER participate in punitive or compensatory
damages, 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
REINSURER shall, however, pay its share of statutory penalties awarded
against the CEDING COMPANY in connection with insurance reinsured under
this Agreement if the REINSURER elected to join in the contest of the
coverage in question.
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, other than statutory damages.
In such situations, the REINSURER and the CEDING COMPANY shall share such
damages so assessed, in equitable proportions. For the purposes of this
provision, the following definitions will apply:
- "Punitive Damages" are those damages awarded as a penalty, the amount
of which is neither governed nor fixed by statute
- "Statutory Penalties" are those amounts awarded as a penalty, but
fixed in amount by statute
- "Compensatory Damages" are those amounts awarded to compensate for the
actual damages sustained and are not awarded as a penalty, nor fixed
in amount by statute
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, and its
proportionate share of covered expenses incurred to the date it notifies
the CEDING COMPANY it declines to be a party.
Page 10
ARTICLE VII - SETTLEMENT OF CLAIMS
(continued)
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, provided the
REINSURER makes payment of the amount of reinsurance to the CEDING COMPANY,
as described in the above paragraph.
Page 11
ARTICLE VIII
REINSURANCE CREDIT
It is the intention of both the REINSURER and the CEDING COMPANY that the CEDING
COMPANY qualify for reinsurance credit in all States for reinsurance ceded
hereunder. The REINSURER, at its sole cost and expense, shall do all that is
necessary to comply with the insurance laws and regulations of all States in
order to enable the CEDING COMPANY to take credit for the reinsurance ceded
hereunder, including delivery of any reports required thereunder.
Page 12
ARTICLE IX
RECAPTURE PRIVILEGES
The CEDING COMPANY may recapture existing reinsurance in force in accordance
with the following rules:
A. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least ninety (90) days prior to any recaptures.
B. No recapture will be made unless reinsurance has been in force for fifteen
(15) years from the Effective Date of this Agreement, or on some other date
if mutually agreed to by both parties.
C. Recapture will only be available provided the total carry-forward is in a
positive position. The total carry-forward is defined as the sum of the
carry-forwards of this Agreement and the complementary GMIB Agreement, if
any, that reinsures the same variable annuity contracts specified in
Schedule A. The REINSURER has the option to waive this requirement and
allow recapture to occur.
D. The carry-forward 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,
minus the change in treaty reserves, plus last period's carry-forward. The
carry-forward 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%).
Note: Treaty Reserve is defined as the Minimum Statutory Reserve required
in the CEDING COMPANY's state of domicile.
E. 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.
F. The CEDING COMPANY and the REINSURER agree to exchange carry-forward
calculations each year-end to ensure ongoing agreement on the position of
the carry-forward.
Page 13
ARTICLE X
INSPECTION OF RECORDS
H. 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.
I. 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.
Page 14
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 liquidator,
receiver or statutory successor without diminution because of the
insolvency of the CEDING COMPANY.
C. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver
or statutory successor 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 or any policies reinsured.
While a claim is pending, the REINSURER may investigate and interpose, at
its own expense, in the proceedings where the claim is adjudicated, any
defense or defenses which it may deem available to the CEDING COMPANY or
its liquidator, receiver or statutory successor. 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-eighty (180) days past due at the date of the court order of
liquidation.
E. In the event of insolvency of the REINSURER, the provisions of Article IX
notwithstanding, the CEDING COMPANY may recapture immediately all ceded
benefits upon written notice to the REINSURER, its liquidator, receiver or
statutory successor. The CEDING COMPANY shall also have a claim on the
REINSURER for any reinsurance credit amounts including reserves, unearned
premiums and other amounts due the CEDING COMPANY on such reinsurance, at
the date of recapture.
Page 15
ARTICLE XII
NEGOTIATION
J. 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 within thirty (30) days of the last
appointment 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 specific format for such
discussions will be decided by the designated officers.
K. 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. However, the parties may agree in writing to extend the
negotiation period for an additional thirty (30) days.
Page 16
ARTICLE XIII
ARBITRATION
L. 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 plus, as necessary, on the customs and practices of the insurance
and reinsurance industry rather than solely on a strict interpretation of
the applicable law. The decision of the arbitrators shall be made within
nine (9) months of the filing of the notice of intention to arbitrate, and
the arbitrators shall agree to comply with this schedule before accepting
appointment. However, this time limit may be extended by agreement of the
parties or by the arbitrators if necessary. Once a decision is reached,
there will be no appeal of their decision, and any court having
jurisdiction of the subject matter and the parties, may reduce that
decision to judgement. Should the arbitrators be unable to reach a decision
within nine (9) months of the filing of the notice of intention to
arbitrate and should the parties further be unable to agree upon an
extension of the time limit, then either party to this Agreement may
commence litigation proceedings.
M. 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.
N. 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 the last arbitrator's
appointment. 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 last arbitrators
appointment, 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 of votes.
O. 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 Section A of this Article.
P. 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.
Q. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
Page 17
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. Notwithstanding
Article XI, Paragraph D, this right of offset shall not be affected or
diminished because of the insolvency of either party to this Agreement.
Page 18
ARTICLE XV
CONTRACT AND PROGRAM CHANGES
R. 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 changes being declared effective by the Securities and Exchange
Commission (SEC), if necessary. The REINSURER will approve or disapprove of
the fund change within fifteen (15) working days of the date on which they
receive notification.
The CEDING COMPANY agrees to maintain at all times a satisfactory selection
of core investment options with overall risk profile characteristics
similar to those listed in Schedule B at inception of the Agreement. As
long as this is the case, the REINSURER will approve such fund changes
within fifteen (15) working days of receiving such notification.
Should any such change 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, to the extent
possible, the risk profile of the business reinsured hereunder to its
original position when priced by the REINSURER. The REINSURER shall, within
fifteen (15) working days of the date on which notification was received,
provide the CEDING COMPANY with notice of its intent to revise the terms of
this Agreement. The CEDING COMPANY shall have the right to approve or
disapprove of the changes proposed by the REINSURER. If both parties are
not able to reach a mutually satisfactory agreement on revised terms, then
notwithstanding ARTICLE IX, the CEDING COMPANY shall have the right of
immediate termination of this Agreement for new and inforce business
affected by the change. The CEDING COMPANY shall provide the REINSURER with
written notification of its intent to terminate. The date of termination
shall be the date that the revised terms would have become effective.
S. The CEDING COMPANY shall also give the REINSURER advance notice of any
other changes to any contract forms reinsured hereunder, such as the
annuity product design and/or death benefit design, the fees and charges,
or the addition of any riders. The REINSURER shall, within fifteen (15)
working days of the date on which notification was received, provide the
CEDING COMPANY with notice of its approval of such change or its intent to
revise the terms of this Agreement.
Should any such change affect new business to be reinsured under this
Agreement and result in a material change in the underlying risk, the
REINSURER shall have the right to modify, for that new business only, any
of the terms of this Agreement in order to restore, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER. The REINSURER shall, within fifteen
(15) working days of the date on which notification was received, provide
the CEDING COMPANY with notice of its intent to revise the terms of this
Agreement. The CEDING COMPANY shall have the right to approve or disapprove
of the changes proposed by the REINSURER. If both parties are not able to
reach a mutually satisfactory agreement on revised terms, then the CEDING
COMPANY shall have the right of immediate termination of this Agreement for
new business only. The CEDING COMPANY shall provide the REINSURER with
written notification of its intent to terminate. The date of termination
shall be the date that the revised terms would have become effective.
Page 19
ARTICLE XV, CONTRACT AND PROGRAM CHANGES
(continued)
Should any such change affect inforce contracts reinsured under this
Agreement and 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, to the extent possible,
the risk profile of the business reinsured hereunder to its original
position when priced by the REINSURER. The REINSURER shall, within fifteen
(15) working days of the date on which notification was received, provide
the CEDING COMPANY with notice of its intent to revise the terms of this
Agreement. The CEDING COMPANY shall have the right to approve or disapprove
of the changes proposed by the REINSURER. If both parties are not able to
reach a mutually satisfactory agreement on revised terms, then
notwithstanding ARTICLE IX the CEDING COMPANY shall have the right of
immediate termination of this Agreement for inforce business affected by
said change only. The CEDING COMPANY shall provide the REINSURER with
written notification of its intent to terminate. The date of termination
shall be the date that the revised terms would have become effective.
G. The above paragraphs notwithstanding, neither party, acting unreasonably,
will withhold agreement to revised terms for the sole purpose of
terminating this Agreement.
H. The CEDING COMPANY agrees to provide the REINSURER with all contractholder
communications produced by the CEDING COMPANY as though the REINSURER were
a contractholder in the CEDING COMPANY's state of domicile.
Page 20
ARTICLE XVI
CONFIDENTIALITY
A. This Agreement incorporates the confidentiality agreement previously agreed
to between the parties on December 1, 1998 (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 hold confidential and not
disclose or make competitive use of any shared proprietary information
unless otherwise agreed to in writing, or unless the information otherwise
becomes publicly available, or the disclosure of which is required for
retrocession purposes, or 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.
Page 21
ARTICLE XVII
MISCELLANEOUS
T. 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 of this Agreement shall be null and void unless made
by Amendment to the Agreement and signed by both parties.
U. Any notice or communication given pursuant to this Reinsurance Agreement
must be in writing and 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: The Manufacturers Life Insurance Company
of North America
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
Attn: Chief Financial Officer
If to the REINSURER: AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Life 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.
C. 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. It is understood
that the CEDING COMPANY, as of the writing of this Agreement, is
contemplating an internal consolidation of its business that could result
in the assignment of this Agreement to another entity within the CEDING
COMPANY's corporate family. Said assignment shall be considered approved by
the REINSURER.
D. 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.
E. All financial transactions under this Agreement shall be made in U. S.
dollars.
Page 22
ARTICLE XVIII
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. If said provision is deemed
material to other provisions contained within the Agreement, both parties agree
to negotiate in good faith to restore the Agreement to a similar position prior
to said provision being determined to be invalid or unenforceable.
Page 23
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
the 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 1993 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.
Page 24
ARTICLE XX
DURATION OF AGREEMENT
V. This Agreement shall be unlimited as to its duration but may be reduced or
terminated as provided in this Article, below.
W. This Agreement shall be available for contracts inforce which elect the
enhanced death benefit from August 15, 2000 until December 31, 2001,
subject to a limit of two-billion dollars ($2,000,000,000) of total new
considerations exchanged divided by the quota-share percentage as described
in Schedule A. Anytime on or after the attainment of two-billion dollars
($2,000,000,000) of total new considerations exchanged, either the CEDING
COMPANY or the REINSURER may cancel this Agreement for new business
unilaterally or amend the terms of reinsurance for new exchanges by mutual
agreement. The facility may be renewed thereafter, subject to mutually
accepted terms. Additional purchase payments made after the close of this
Agreement are covered hereunder for contracts exchanged during the period
this Agreement was open for new business.
Page 25
ARTICLE XXI
EXECUTION OF AGREEMENT
All provisions of this Agreement are subject to the laws of the State of
Delaware.
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 August 15, 2000.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
By: __________________________________________________ Date:__________________
Xxxxx Xxxxxx, Vice President & CFO
Attest: __________________________________________________
Xxxx Xxxxxxxxxx, Vice President
AXA RE LIFE INSURANCE COMPANY (now known as AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY as of September 14, 2000)
By: __________________________________________________ Date:__________________
Xxxxxxx X. Xxxx, President
By: __________________________________________________
Xxxx Xxxxxxxxx, Assistant Vice President
Attest: __________________________________________________
Xxxxx Xxxxxxx, Assistant Vice President
Page 26
SCHEDULE A
PLANS OF REINSURANCE
X. Quota-Share Percentage: 100%
Y. Issue Dates:
Contracts issued on or after August 1, 1997 through July 31, 2000 and still
inforce at time of exchange will have the option to elect the Optional
Enhanced Death Benefit within a 60-day window around their contract
anniversary (30 days before the anniversary and 30 days after the
anniversary), beginning August 15, 2000 and ending December 31, 2001. The
60-day window may be extended to 90 days (30 days before the anniversary
and 60 days after the anniversary) provided a policy is no more than 10%
in-the-money on date of election. If a policy is more than 10% in-the-money
on date of election then the 60-day window may not be extended.
This election will result in a product exchange, resetting the anniversary
date to the date of the exchange.
Note: Contracts issued from May 1, 2000 through July 31, 2000 which elect
the optional benefit will be covered under this Agreement, and not under
the existing treaty #2000-14.
C. GMDB Reinsured:
Optional Enhanced Death Benefit for issue ages 0 - 80: Annual Ratchet to
attained age 80; frozen thereafter and reduced for withdrawals on a
dollar-for-dollar basis.
D. Spousal Continuance:
A Spousal Continuation occurs if the deceased owner's spouse is the
beneficiary. The surviving spouse continues the contract (including any
optional benefits if these benefits had been elected by the deceased owner)
as the new owner (referred to as a spousal continuation). In such a case,
the distribution rules applicable when a contract owner dies will apply
when the spouse, as the owner, dies. In addition, a death benefit will be
paid upon the death of the spouse. For purposes of calculating the Death
Benefit payable upon the death of the surviving spouse, the death benefit
paid upon the first owner's death will be treated as a payment to the
contract. In addition, all payments made and all amounts deducted in
connection with partial withdrawals prior to the date of the first owner's
death will not be considered in determination of the Death Benefit. In
determination of the Death Benefit, the Anniversary Values for all prior
Contract Anniversaries will be set to zero as of the date of the first
owner's death.
Provided that the CEDING COMPANY can individually identify Spousal
Continuances, as shown in Schedule C, the REINSURER will cover Spousal
Continuances under this Agreement and will treat them as new issues to the
extent that, at time of continuance:
(a) this Agreement is open for new business as defined in Article XX,
Paragraph B, and
(b) the attained age of the surviving spouse satisfies the issue age
restrictions and benefit limitations under the Related Contracts
covered by this Agreement.
SCHEDULE A
PLANS OF REINSURANCE
(continued)
E. Related Contracts:
Venture Vantage Variable Annuity Policy Forms
---------------------------------------------
Venture.015
Venture.015.98
Venture.016
Venture.017
Annual Step Rider
-----------------
BR002.99
BR010.00
BR010.00G
SCHEDULE B
INVESTMENT FUNDS
VARIABLE FUNDS
-------------------------------------------------------------------------------------------------------------
AIM Xxxxxxxx Associates Xxxxxxx
--- ------------------- -------
All Cap Growth Trust Capital Appreciation Trust Tactical Allocation Trust
Aggressive Growth Trust
Lord Xxxxxx Munder
----------- ------
CGTC Mid Cap Value Trust Internet Technologies Trust
----
Diversified Bond Trust
Income & Value Trust Manufacturers Advisor Corporation PIMCO
--------------------------------- -----
US Large Cap Value Trust Pacific Rim Emerging Markets Trust Global Bond Trust
Small Company Blend Trust Money Market Trust Total Return Trust
Quantitative Equity Trust
Xxxxx & Steers Balanced Trust Xxxxxx
-------------- Quantitative Mid Cap Trust ------
Real Estate Securities Lifestyle Conservative 280 Trust Global Equity
Lifestyle Moderate 460 Trust Mid Cap Opportunities
Xxxxx Selected Lifestyle Balanced 640 Trust
-------------- Lifestyle Growth 820 Trust Xxxx Price - Flem
Financial Services Lifestyle Aggressive 1000 Trust -----------------
Fundamental Value International Index Trust International Stock Trust
Total Stock Market Index Trust
Dreyfus 500 Index Trust Salomon
------- Mid Cap Index Trust -------
All Cap Value Trust Small Cap Index Trust US Government Securities Trust
Strategic Bond Trust
Fidelity
--------
Large Cap Growth Trust SsgA
Overseas Trust ----
Strategic Opportunities Trust Growth Trust
Xxxxxxx Xxxxx
-------------
ML Basic Value Focus Trust X. Xxxx Price
ML Special Value Focus Trust -------------
Founders ML Developing Capital Markets Trust Equity Income Trust
-------- Blue Chip Growth Trust
International Small Cap Trust Science & Technology Trust
Small Company Value Trust
Franklin MFS Health Sciences Trust
-------- ---
Emerging Small Company Trust Strategic Growth Trust
Capital Opportunities Trust
Investco Utilities Trust Xxxxxxxxx
-------- ---------
Telecommunications Trust International Value Trust
Mid Cap Growth Trust Xxxxxx Xxxxx. Sher.
-------------------
Value Trust Wellington
High Yield Trust ----------
Janus Growth & Income Trust
----- Investment Quality Bond Trust
Dynamic Growth Trust Mid Cap Stock Trust
FIXED FUNDS
-----------
One Year
DCA Twelve Month
DCA Six Month
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
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
Original Policy Issue Date YYYYMMDD
Exchange Date YYYYMMDD
Policy Issue Status NI=True New Issue,
SC=Spousal Continuance,
EX=1035 Exchange
Tax Status Qualified (Q), or Non-qualified (N)
Automatic/Facultative Indicator A = Automatic, F = Facultative
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(continued)
FIELD DESCRIPTION COMMENTS
GMDB SECTION
------------
Mortality Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death 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
Mortality Risk VNAR Max [Contractual Death Benefit - Account Value), 0]
Value), 0] VSCNAR Variable Surrender Charge
FSCNAR Fixed Surrender Charge
% In-The-Money at Exchange A= 0%, B=.1%-5.0%, C=5.1%-10.0% etc.
GMIB SECTION
------------
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 annuity form with 10 years certain
Treasury Rate Used in IBNAR calculation
GMAB SECTION
------------
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 ]
Variable Account Value Current value
Fixed Account Value Current value
Surrender Charge If reinsured
Cumulative Deposits Total premiums
Cumulative Withdrawals Total withdrawals
Current Monthly Withdrawals Total withdrawals in current month
SCHEDULE C
REQUIRED DATA AND SUGGESTED DATA LAYOUT
(continued)
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
General Account
Dollar Cost Averaging Account
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
SCHEDULE D
SPECIAL ACCEPTANCES
ORIGINAL NEW CONTRACT CONTRACT PERCENTAGE
POLICY POLICY PLAN ISSUE EXCHANGE IN-THE- AV AT GMDB AT
NUMBER NUMBER CODE DATE DATE MONEY EXCHANGE EXCHANGE
----------------------------------------------------------------------------------------------------------------
002121297 002187590 VTG50 01/06/00 08/18/00 0.0% 57,699.45 51,099.65
002070004 002187606 VTG50 09/28/98 08/25/00 0.0% 85,500.51 67,001.64
002117880 002187613 VTG50 10/01/99 08/28/00 0.0% 43,275.71 35,607.07
002028567 002187592 VTG50 10/21/97 08/28/00 0.0% 126,502.57 72,553.98
002038496 002187617 VTG50 02/02/98 08/29/00 0.0% 139,979.96 102,050.70
002038495 002187594 VTG50 03/09/98 08/29/00 0.0% 135,792.54 115,637.35
002049353 002187603 VTG50 03/31/98 08/29/00 0.0% 174,647.83 150,000.00
002044824 002187611 VTG50 03/31/98 08/29/00 0.0% 252,308.66 175,689.74
002115550 002190005 VTG51 10/11/99 08/29/00 0.0% 98,747.36 86,572.66
002071451 002187608 VTG50 10/19/98 08/29/00 0.0% 85,889.93 41,488.07
002117580 002187599 VTG51 11/11/99 08/29/00 0.0% 21,267.14 17,461.73
002078038 002187614 VTG50 12/18/98 08/29/00 0.0% 80,518.49 73,875.86
002153586 002190012 VTG51 02/11/00 08/30/00 0.0% 15,772.13 14,010.23
002153599 002190017 VTG51 02/11/00 08/30/00 0.0% 47,638.38 42,316.75
002163937 002190656 VTG51 03/22/00 08/30/00 0.0% 179,781.52 157,305.85
002098382 002190009 VTG51 05/24/99 08/30/00 0.0% 121,507.19 92,221.49
002116606 002190014 VTG51 10/01/99 08/30/00 0.0% 111,045.40 90,273.06
002117696 002190707 VTG51 10/01/99 08/30/00 0.0% 107,280.72 85,102.38
002115952 002190015 VTG51 10/06/99 08/30/00 0.0% 29,206.68 25,560.37
002113839 002190650 VTG50 10/06/99 08/30/00 0.0% 44,519.23 35,012.43
002030194 002190011 VTG50 10/07/97 08/30/00 0.0% 41,907.62 29,749.43
002073532 002190709 VTG51 10/07/98 08/30/00 0.0% 123,321.34 95,483.76
002072810 002190004 VTG51 10/08/98 08/30/00 0.0% 228,642.76 119,920.70
002092380 002190665 VTG51 04/19/99 08/31/00 0.0% 150,335.33 109,334.92
002082229 002190678 VTG50 02/09/99 09/05/00 0.0% 12,623.30 9,096.59
002084748 002191731 VTG50 02/12/99 09/05/00 0.0% 148,438.45 109,075.85
002172663 002190669 VTG50 05/17/00 09/05/00 0.0% 178,218.32 160,949.37
002073533 002191717 VTG51 10/08/98 09/05/00 0.0% 123,590.77 95,483.75
002168625 002190706 VTG50 05/05/00 09/06/00 0.0% 165,361.22 152,365.28
002094170 002191754 VTG51 03/26/99 09/07/00 0.0% 86,525.23 55,728.26
002175193 002191736 VTG50 05/23/00 09/07/00 0.0% 336,809.96 290,500.00
002057975 002191706 VTG50 05/27/98 09/07/00 0.0% 542,200.38 354,712.67
002118589 002191734 VTG51 10/11/99 09/07/00 0.0% 288,297.86 252,259.88
002114228 002191745 VTG50 10/11/99 09/07/00 0.0% 61,639.04 53,091.90
002119333 002191737 VTG51 10/12/99 09/07/00 0.0% 177,900.79 162,658.32
002120984 002191738 VTG51 10/12/99 09/07/00 0.0% 118,423.73 108,277.23
002145439 002191721 VTG51 11/26/99 09/07/00 0.0% 105,117.84 95,344.31
002120569 002191710 VTG50 10/11/99 09/08/00 0.0% 64,402.04 49,734.55
002144639 002191711 VTG51 10/11/99 09/08/00 0.0% 124,221.00 102,486.90
002147718 002191747 VTG51 12/28/99 09/14/00 0.0% 54,504.36 51,383.59
002147417 002193410 VTG51 10/21/99 09/15/00 0.0% 59,090.31 43,485.00
000293191 002193389 VTG51 12/03/99 09/18/00 0.0% 75,021.52 64,800.00
002107110 002193445 VTG51 03/29/00 09/20/00 0.0% 43,710.37 43,127.00
SCHEDULE D
SPECIAL ACCEPTANCES
ORIGINAL NEW CONTRACT CONTRACT PERCENTAGE
POLICY POLICY PLAN ISSUE EXCHANGE IN-THE- AV AT GMDB AT
NUMBER NUMBER CODE DATE DATE MONEY EXCHANGE EXCHANGE
----------------------------------------------------------------------------------------------------------------
002148863 002193449 VTG51 12/21/99 09/20/00 0.0% 31,544.10 27,873.88
002152358 002193461 VTG51 01/31/00 09/21/00 0.0% 58,908.71 52,569.43
002043113 002193465 VTG50 02/27/98 09/22/00 0.0% 42,495.19 30,734.83
002091547 002191742 VTG51 04/09/99 09/22/00 0.0% 272,747.39 253,376.41
002146666 002193457 VTG51 12/17/99 09/22/00 0.0% 7,779.57 4,650.19
002118129 002193438 VTG51 11/03/99 09/25/00 0.0% 39,209.19 31,628.43
002084233 002193477 VTG51 02/01/99 09/26/00 0.0% 44,346.67 40,226.07
002073176 002193480 VTG50 11/03/98 09/26/00 0.0% 79,896.32 66,444.79
002105974 002193476 VTG51 11/10/99 09/26/00 0.0% 58,028.21 49,056.00
002121757 002193384 VTG55 11/02/99 09/27/00 0.0% 150,315.69 128,688.43
002121841 002193396 VTG51 11/02/99 09/27/00 0.0% 725,526.56 618,604.58
002033438 002195566 VTG50 11/14/97 09/27/00 0.0% 30,551.34 20,900.00
002189546 002245015 VTG55 08/25/00 09/17/01 0.0% 76,708.02 74,000.00
002193836 002245029 VTG50 10/09/00 09/26/01 0.0% 71,106.92 65,486.97
002192157 002244933 VTG51 10/02/00 09/04/01 1.3% 30,335.56 30,739.25
002191156 002240976 VTG56 09/01/00 08/01/01 2.6% 652,226.84 669,300.00
002184535 002242993 VTG51 08/18/00 08/02/01 3.8% 86,084.45 89,446.48
002184290 002235300 VTG50 08/07/00 07/24/01 4.1% 17,594.75 18,339.76
002184036 002240960 VTG50 08/24/00 07/30/01 4.6% 60,589.14 63,497.40
002183674 002235291 VTG50 08/15/00 07/24/01 4.7% 83,632.76 87,715.07
002184596 002233830 VTG51 08/15/00 07/17/01 6.5% 98,992.89 105,896.38
002179594 002243022 VTG51 08/28/00 08/07/01 8.3% 110,847.55 120,833.08
002187002 002235269 VTG51 08/10/00 07/17/01 9.3% 100,152.07 110,400.00
002186176 002244950 VTG50 08/15/00 09/20/01 9.7% 9,033.98 10,000.00
002184317 002240922 VTG55 08/10/00 07/24/01 10.2% 10,253.15 11,418.67
002180525 002243489 VTG50 08/01/00 08/15/01 10.7% 36,477.47 40,829.17
002178112 002235266 VTG50 08/01/00 07/17/01 11.7% 64,022.78 72,523.87
002180357 002243001 VTG50 08/23/00 08/06/01 12.3% 31,378.13 35,760.62
002185375 002233827 VTG50 08/14/00 07/17/01 13.5% 35,519.66 41,048.60
002180522 002235297 VTG50 08/14/00 07/24/01 13.6% 63,042.89 72,987.66
002183186 002244952 VTG50 08/01/00 08/21/01 14.0% 13,455.08 15,636.74
002185374 002235254 VTG50 08/14/00 07/16/01 14.2% 28,294.24 32,984.34
002172674 002242995 VTG50 08/15/00 08/03/01 15.2% 39,236.87 46,277.20
002175855 002240932 VTG53 08/28/00 07/30/01 15.2% 204,802.03 241,607.26
002190614 002243491 VTG51 08/30/00 08/20/01 16.9% 57,780.46 69,571.78
002184983 002233824 VTG51 08/14/00 07/17/01 17.0% 403,312.59 486,146.02
002181976 002240933 VTG53 08/15/00 07/31/01 17.3% 750,110.71 907,241.48
002185868 002240939 VTG51 08/15/00 07/31/01 17.4% 17,108.77 20,724.70
002187159 002245030 VTG50 08/22/00 09/04/01 17.8% 26,754.85 32,555.46
002185865 002240936 VTG51 08/14/00 07/31/01 18.1% 265,718.41 324,303.28
002183806 002235262 VTG52 08/16/00 07/16/01 18.1% 86,255.05 105,282.67
002185697 002243008 VTG51 08/11/00 08/06/01 18.5% 29,477.29 36,175.70
002151590 002222879 VTG55 02/14/00 04/23/01 11.44% 83,241.95 94,000.00
SCHEDULE D
SPECIAL ACCEPTANCES
ORIGINAL NEW CONTRACT CONTRACT PERCENTAGE
POLICY POLICY PLAN ISSUE EXCHANGE IN-THE- AV AT GMDB AT
NUMBER NUMBER CODE DATE DATE MONEY EXCHANGE EXCHANGE
----------------------------------------------------------------------------------------------------------------
002148020 002214295 VTG50 01/04/00 02/08/01 11.78% 43,199.39 48,969.25
002145551 002211331 VTG51 12/23/99 01/29/01 12.72% 24,510.19 28,080.93
002101538 002245021 VTG51 06/22/99 08/22/01 14.87% 13,239.13 15,551.36
002177213 002240923 VTG50 06/15/00 07/24/01 15.55% 24,142.42 28,589.26
002171375 002233808 VTG51 05/09/00 06/13/01 15.67% 10,246.15 12,149.95
002171369 002233809 VTG51 05/09/00 06/15/01 17.90% 9,935.05 12,101.16
002015929 002187605 VTG50 08/05/98 08/18/00 0.0% 15,101.35 10,000.00
002068082 002189990 VTG51 08/07/98 08/28/00 0.0% 45,502.79 34,000.00
002104855 002191704 VTG50 08/06/99 09/07/00 0.0% 59,914.30 47,975.30
002110193 002190691 VTG50 08/09/99 09/15/00 0.0% 71,443.09 58,943.93
002093444 002193452 VTG50 08/11/99 09/20/00 0.0% 38,539.03 29,391.37
002067465 002193454 VTG51 08/11/98 09/20/00 0.0% 80,639.75 46,675.76
002066977 002195574 VTG50 08/14/98 10/03/00 0.0% 24,526.51 17,082.57
002110991 002195576 VTG51 08/13/99 10/03/00 0.0% 130,175.41 115,799.23
002103527 002191757 VTG50 08/05/99 09/27/00 0.0% 12,453.87 11,978.43
002113411 002195551 VTG51 08/10/99 10/04/00 0.0% 66,837.05 56,919.13
002094259 002193458 VTG51 07/28/99 09/21/00 0.0% 8,203.45 6,571.18
002103437 002198450 VTG51 07/26/99 10/12/00 0.0% 209,631.92 181,465.69
EXHIBIT I
1994 VARIABLE ANNUITY MGDB MORTALITY TABLE
(applied age last birthday)
Age Male Qx Female Qx Age Male Qx Female Qx
-----------------------------------------------------------------------------------------------
1 0.000587 0.000519 60 0.010029 0.005636
2 0.000433 0.000358 61 0.011312 0.006460
3 0.000350 0.000268 62 0.012781 0.007396
4 0.000293 0.000218 63 0.014431 0.008453
5 0.000274 0.000201 64 0.016241 0.009611
6 0.000263 0.000188 65 0.018191 0.010837
7 0.000248 0.000172 66 0.020259 0.012094
8 0.000234 0.000158 67 0.022398 0.013318
9 0.000231 0.000154 68 0.024581 0.014469
10 0.000239 0.000159 69 0.026869 0.015631
11 0.000256 0.000169 70 0.029363 0.016957
12 0.000284 0.000185 71 0.032169 0.018597
13 0.000327 0.000209 72 0.035268 0.020599
14 0.000380 0.000239 73 0.038558 0.022888
15 0.000435 0.000271 74 0.042106 0.025453
16 0.000486 0.000298 75 0.046121 0.028372
17 0.000526 0.000315 76 0.050813 0.031725
18 0.000558 0.000326 77 0.056327 0.035505
19 0.000586 0.000333 78 0.062629 0.039635
20 0.000613 0.000337 79 0.069595 0.044161
21 0.000642 0.000340 80 0.077114 0.049227
22 0.000677 0.000343 81 0.085075 0.054980
23 0.000717 0.000344 82 0.093273 0.061410
24 0.000760 0.000344 83 0.101578 0.068384
25 0.000803 0.000346 84 0.110252 0.075973
26 0.000842 0.000352 85 0.119764 0.084432
27 0.000876 0.000364 86 0.130583 0.094012
28 0.000907 0.000382 87 0.143012 0.104874
29 0.000935 0.000403 88 0.156969 0.116968
30 0.000959 0.000428 89 0.172199 0.130161
31 0.000981 0.000455 90 0.188517 0.144357
32 0.000997 0.000484 91 0.205742 0.159461
33 0.001003 0.000514 92 0.223978 0.175424
34 0.001005 0.000547 93 0.243533 0.192270
35 0.001013 0.000585 94 0.264171 0.210032
36 0.001037 0.000628 95 0.285199 0.228712
37 0.001082 0.000679 96 0.305931 0.248306
38 0.001146 0.000739 97 0.325849 0.268892
39 0.001225 0.000805 98 0.344977 0.290564
40 0.001317 0.000874 99 0.363757 0.313211
41 0.001424 0.000943 100 0.382606 0.336569
42 0.001540 0.001007 101 0.401942 0.360379
43 0.001662 0.001064 102 0.422569 0.385051
44 0.001796 0.001121 103 0.445282 0.411515
45 0.001952 0.001186 104 0.469115 0.439065
46 0.002141 0.001269 105 0.491923 0.465584
47 0.002366 0.001371 106 0.511560 0.488958
48 0.002618 0.001488 107 0.526441 0.507867
49 0.002900 0.001619 108 0.536732 0.522924
50 0.003223 0.001772 109 0.543602 0.534964
51 0.003598 0.001952 110 0.547664 0.543622
52 0.004019 0.002153 111 0.549540 0.548526
53 0.004472 0.002360 112 0.550000 0.550000
54 0.004969 0.002589 113 0.550000 0.550000
55 0.005543 0.002871 114 0.550000 0.550000
56 0.006226 0.003241 115 1.000000 1.000000
57 0.007025 0.003713
58 0.007916 0.004270
59 0.008907 0.004909
EXHIBIT II
REINSURANCE PREMIUMS
-----------------------------------------------------------------------------------------------------------------------
Reinsurance
0% IN THE MONEY ON EXCHANGE DATE Age at Premiums Guaranteed
exchange Min Max* Max
-----------------------------------------------------------------------------------------------------------------------
Contracts issued between 8/1/97 and 7/31/98 0-49 7.0 12.3 26.6
50-59 13.0 22.8 47.6
60-69 22.5 39.4 80.8
70-80 39.0 68.3 138.6
Contracts issued between 8/1/98 and 7/31/99 0-49 7.2 12.6 27.2
50-59 13.6 23.8 49.6
60-69 23.4 41.0 84.0
70-80 40.8 71.4 144.8
Contracts issued between 8/1/99 and 7/31/00 0-49 7.3 12.8 27.6
50-59 14.2 24.9 51.8
60-69 24.3 42.5 87.0
70-80 42.7 74.7 151.4
-----------------------------------------------------------------------------------------------------------------------
Reinsurance
0.1%-5.0% IN THE MONEY ON EXCHANGE DATE Age at Premiums Guaranteed
exchange Min Max* Max
-----------------------------------------------------------------------------------------------------------------------
Contracts issued between 8/1/97 and 7/31/98 0-49 7.5 13.1 28.2
50-59 14.4 25.2 51.0
60-69 25.2 44.1 90.2
70-80 43.5 76.1 154.2
Contracts issued between 8/1/98 and 7/31/99 0-49 7.6 13.3 28.6
50-59 14.6 25.6 53.2
60-69 26.1 45.7 93.4
70-80 45.4 79.5 161.0
Contracts issued between 8/1/99 and 7/31/00 0-49 7.8 13.7 29.4
50-59 15.2 26.6 55.2
60-69 27.0 47.3 96.6
70-80 47.2 82.6 167.2
EXHIBIT II
(continued)
REINSURANCE PREMIUMS
-----------------------------------------------------------------------------------------------------------------------
Reinsurance
5.1%-10.0% IN THE MONEY ON EXCHANGE DATE Age at Premiums Guaranteed
exchange Min Max* Max
-----------------------------------------------------------------------------------------------------------------------
Contracts issued between 8/1/97 and 7/31/98 0-49 7.9 13.8 29.6
50-59 15.3 26.8 54.6
60-69 27.8 48.7 99.4
70-80 48.1 84.2 170.4
Contracts issued between 8/1/98 and 7/31/99 0-49 8.1 14.2 30.4
50-59 15.5 27.1 56.2
60-69 28.7 50.2 102.4
70-80 49.9 87.3 176.6
Contracts issued between 8/1/99 and 7/31/00 0-49 8.3 14.5 31.0
50-59 16.1 28.2 58.4
60-69 29.6 51.8 105.6
70-80 51.8 90.7 183.4
-----------------------------------------------------------------------------------------------------------------------
Reinsurance
10.1%-15.0% IN THE MONEY ON EXCHANGE DATE Age at Premiums Guaranteed
exchange Min Max* Max
-----------------------------------------------------------------------------------------------------------------------
Contracts issued between 8/1/97 and 7/31/98 0-49 8.4 14.7 31.4
50-59 16.3 28.5 57.6
60-69 30.4 53.2 108.4
70-80 52.6 92.1 186.2
Contracts issued between 8/1/98 and 7/31/99 0-49 8.5 14.9 31.8
50-59 16.5 28.9 59.8
60-69 31.4 55.0 112.0
70-80 54.5 95.4 192.8
Contracts issued between 8/1/99 and 7/31/00 0-49 8.7 15.2 32.4
50-59 17.1 29.9 61.8
60-69 32.3 56.5 115.0
70-80 56.3 98.5 199.0
EXHIBIT II
(continued)
REINSURANCE PREMIUMS
-----------------------------------------------------------------------------------------------------------------------
Reinsurance
15.1%-20.0% IN THE MONEY ON EXCHANGE DATE Age at Premiums Guaranteed
exchange Min Max* Max
-----------------------------------------------------------------------------------------------------------------------
Contracts issued between 8/1/97 and 7/31/98 0-49 8.8 15.4 32.8
50-59 17.3 30.3 61.2
60-69 33.1 57.9 117.8
70-80 57.2 100.1 202.2
Contracts issued between 8/1/98 and 7/31/99 0-49 9.0 15.8 33.6
50-59 17.5 30.6 63.2
60-69 34.0 59.5 121.0
70-80 59.0 103.3 208.6
Contracts issued between 8/1/99 and 7/31/00 0-49 9.2 16.1 34.2
50-59 18.1 31.7 65.4
60-69 34.9 61.1 124.2
70-80 60.8 106.4 214.8
*The current maximum premium rate shall be in effect for a minimum of 20 years
from the effective date of this reinsurance Agreement. Thereafter, it may be
increased based on expected experience but not beyond the stated guaranteed
maximum rates shown.
EXHIBIT III
BENEFIT LIMITATION RULE
TRAPEZOIDAL RULE
Average Aggregate Account Value inforce in calendar year Z equals:
AV ( Jan ) +
B
----------------
24
AV ( Feb ) + AV ( Mar ) + AV ( Apr ) + AV ( May ) +
B B B B
----------------------------------------------------------
12
AV ( Jun ) + AV (Jul ) + AV ( Aug ) + AV (Sep ) +
B B B B
--------------------------------------------------
12
AV ( Oct ) + AV ( Nov ) + AV ( Dec ) +
B B B
-------------------------------------------
12
AV ( Dec )
E
------------
24
where AV(Month B) is equal to the beginning of month aggregate account value of
the Related Contracts listed in Schedule A and AV(Month E) is equal to the end
of month aggregate account value of the Related Contracts listed in Schedule A.
For partial calendar years AV(Month B) for months prior to the Effective Date of
this Reinsurance Agreement should be set equal to zero.
EXHIBIT IV
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
EXHIBIT V
WIRING INSTRUCTIONS
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY'S TECHNICAL ACCOUNT
Account held at: Chase Manhattan Bank, N.A.
Xxx Xxxx, XX 00000
Account Number: ABA# 000000000
Account # 323-095569
Premium & Loss Account
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA'S ACCOUNT
Account held at: Xxxxx Xxxxxx Xxxx xxx Xxxxx Xx.
Xxxxxx, XX
Account Number: ABA# 000000000
Account # 00000000
MNA Transfer Account
