EXHIBIT (g)(4)
AUTOMATIC REINSURANCE AGREEMENT NO. AGSW0302
between
American General Life Insurance Company
Old Line Life Insurance Company
The United States Life Insurance Company in the City of New York
As Ceding Company: referred to as You and Your, and the Ceding Company
and
Swiss Re Life & Health America Inc.
of Stamford, Connecticut
as Reinsurer: referred to as We, Us, Our, and the Reinsurer
1
TABLE OF CONTENTS
Article I - Scope of the Agreement 4
1.1 Parties to the Agreement 4
1.2 Effective Date of the Agreement 4
1.3 Scope of the Agreement 4
1.4 Duration of the Agreement 4
Article II - Reinsurance Coverage
4
2.1 Automatic Reinsurance 4
2.2 Facultative Reinsurance 4
2.3 Basis of Reinsurance 6
Article III - Procedures
6
3.1 Automatic Reinsurance 6
3.2 Facultative Reinsurance 6
3.3 Policy Expenses 7
3.4 Reference Materials 7
Article IV - Liability
7
4.1 Automatic Reinsurance 7
4.2 Facultative Reinsurance 7
4.3 Conditional Receipt Liability 7
4.4 Continuation of Liability 7
Article V - Reinsurance Rates and Payments
7
5.1 Reinsurance Rates 7
5.2 Payments 8
5.3 Tax Reimbursements 8
5.4 Experience Refund 9
Article VI - Right of Offset
9
Article VII - Changes to the Reinsurance
9
7.1 Errors and Oversights 9
7.2 Misstatement of Age or Sex 9
7.3 Changes to the Underlying Policy 10
7.4 Reductions, Terminations, and Reinstatements 10
7.5 Conversions 11
Article VIII - Recapture
11
8.1 Basis of Recapture 11
8.2 Method of Recapture 11
Article IX - Claims
12
9.1 Notice of Claims 12
9.2 Settlement of Claims 12
9.3 Contestable Claims 13
9.4 Claim Expenses 13
9.5 Extra Contractual Damages 14
2
Article X - Arbitration 14
10.1 Basis for Arbitration 14
10.2 Negotiation 14
10.3 Arbitration Proceedings 15
Article XI - Insolvency
15
Article XII - Inspection of Records
16
Article XIII - Letter of Credit
16
Article XIII - Execution of the Agreement
17
Exhibits
A Reinsurance Coverage 18
B Reinsurance Rates and Allowances 22
X-x Rates for Life Reinsurance
B-2 Rates for Conversion to Non-Reinsured Plans
C Reinsurance Reporting Forms and Reinsurance Administration 28
D Conditional Receipt Liability 29
E Letter of Credit
3
ARTICLE I - SCOPE OF THE AGREEMENT
1. Parties to the Agreement
The ceding company and the reinsurer mutually agree to transact reinsurance
according to the terms of this Agreement. This Agreement is for indemnity
reinsurance and the ceding company and the reinsurer are the only parties to
the Agreement. There will be no right or legal relationship whatsoever
between the reinsurer and any other person having an interest of any kind in
policies reinsured under this Agreement.
2. Effective Date of the Agreement
This Agreement will go into effect at 12:01 A.M. as of the dates listed in
Exhibit A and will cover policies effective on and after that date.
3. Scope of the Agreement
The text of this Agreement and all Exhibits, Schedules and Amendments are
considered to be the entire agreement between the parties. Exhibits and
Schedules override the text of this agreement. There are no other
understandings or agreements between the parties regarding the policies
reinsured other than as expressed in this Agreement. The parties may make
changes or additions to this Agreement, but they will not be considered to
be in effect unless they are made by means of a written amendment, which has
been signed by the ceding company and the reinsurer.
4. Duration of the Agreement
The duration of this Agreement will be unlimited. However, the ceding
company or the reinsurer may terminate the Agreement at any time by giving
the other ninety days prior written notice. We will continue to accept new
reinsurance during the ninety-day period.
Existing reinsurance will not be affected by the termination of this
Agreement for new reinsurance. Existing reinsurance will remain in force
until the termination or expiry of the underlying policy on which
reinsurance is based, as long as you continue to pay reinsurance premiums as
shown in Article V (Reinsurance Rates and Payments.) However, we will not be
liable for any claims or premium refunds, which are not reported to us
within one hundred eighty days following the termination or expiry of the
last cession reinsured under this Agreement.
ARTICLE II - REINSURANCE COVERAGE
1. Automatic Reinsurance
We will accept automatically reinsurance of life benefits for your
individually underwritten ordinary life policies on any permanent resident
of the United States or Canada, in agreement with the provisions shown in
Exhibit A (Reinsurance Coverage).
4
We will also accept automatically reinsurance of riders and supplementary
benefits written with the covered life benefits, but only to the extent that
the riders and supplementary benefits are specifically shown in Exhibit A
(Reinsurance Coverage).
You have the right to modify your retention limits shown in Exhibit A
(Reinsurance Coverage), Part II at any time. If your retention limits are
reduced as a result of the modification, you will need to notify us in
writing before you can cede reinsurance on the basis of the reduced
retention limits. We will prepare a treaty amendment, which will serve as
our written approval of the reduction.
We reserve the right to amend the Automatic Acceptance Limits shown in
Exhibit A (Reinsurance Coverage) if you modify your retention limits. We
also reserve the right to modify the Automatic Acceptance Limits if you
elect to participate in another arrangement or arrangements to secure
additional automatic binding capacity.
Changes in your issue limits or underwriting guidelines will be subject to
our review.
Automatic reinsurance coverage will not be available in the following
situations:
1. The policy has been submitted on a facultative, facultative obligatory
or initial inquiry basis to us or to any other reinsurer;
2. The risk is categorized as a "Jumbo Risk", where your underwriting
papers indicate that the total life insurance in force and applied for
on the insured's life exceeds the Jumbo Limit shown in Exhibit A;
3. The policy is part of any special program that you offer, including:
a) Experimental or limited retention programs, including but not limited
to cancer, diabetes, aviation or coronary risks;
b) External replacement and/or conversion programs, including those with
affiliates, other than contractual conversions or exchanges of the
original policy.
4. You have retained an amount less than your stated pool percentage limit.
5. The policy is a result of a conversion from group insurance, unless we
agree otherwise.
6. The risk is not fully underwritten or any risk where you have not
followed your usual underwriting practices.
5
2. Facultative Reinsurance
If you wish to submit a risk not covered automatically under this Agreement,
or if you wish our advice on any application, you may submit and we will
consider the risk on a facultative basis.
3. Basis of Reinsurance
Life reinsurance under this Agreement will be on the basis shown in Exhibit
A for the net amount at risk on the portion of the original policy that is
reinsured with us.
The net amount at risk for any policy period will be calculated according to
Exhibit B (Reinsurance Rates and Allowances).
Riders or supplementary benefits ceded with life benefits will be reinsured
as shown in Exhibit B. Any differences in the net amount at risk calculation
for these benefits will be shown in Exhibit B.
ARTICLE III - PROCEDURES
1. Automatic Reinsurance
No individual notification will be necessary for placing automatic
reinsurance. Subject to Article V (Reinsurance Rates and Payments) and
Exhibit C (Reinsurance Reporting Forms and Reinsurance Administration), new
business or changes to existing reinsurance will be shown on your periodic
billing report.
2. Facultative Reinsurance
When you wish to submit a risk for facultative consideration, you will send
us a reinsurance application form together with copies of all the
information you have regarding the insurability of the risk. We will review
the information and promptly notify you of our decision.
After we have made an unconditional offer to reinsure a risk, no individual
notification of your acceptance will be necessary. You will confirm your
acceptance of our offer and the placement of the reinsurance on your
periodic billing report. Your confirmation must be made no later than the
termination date we specify in our acceptance of the risk.
Our offer may remain open beyond the termination date shown in our
acceptance if you give us a written request for an extension and we give you
our written approval of the request. If an extension is granted, the offer
will terminate automatically on the expiry date shown in our written
approval of the extension.
6
3. Policy Expenses
You will bear the expenses of all medical examinations, inspection fees and
other charges incurred in connection with policy issues, reinstatements or
re-entries.
4. Reference Materials
Upon request you will provide us with any reference materials which we may
require for proper administration of reinsurance ceded under this Agreement.
ARTICLE IV - LIABILITY
1. Automatic Reinsurance
Our liability for reinsurance placed automatically under this Agreement will
begin and end simultaneously with your liability for the underlying policy
on which reinsurance is based.
2. Facultative Reinsurance
Our liability for facultative reinsurance will begin and end simultaneously
with your liability for the underlying policy on which reinsurance is based
when we have given you an unconditional offer to reinsure the risk and you
have indicated your acceptance of our offer on the periodic billing report,
provided that the acceptance date is before the expiry date shown on our
offer.
If our offer depends on your approval of further information about the
insurability of the risk, we will have no liability unless you have
requested and approved the information and documented your policy file
accordingly.
3. Conditional Receipt Liability
Our liability for losses under the terms of a Conditional Receipt or
Temporary Insurance Receipt is shown in Exhibit D (Conditional Receipt
Liability).
4. Continuation of Liability
Continuation of our liability is conditioned on your payment of reinsurance
premiums as shown in Article V (Reinsurance Rates and Payments) and is
subject to Article VII (Changes to the Reinsurance) and Article VIII
(Recapture).
ARTICLE V - REINSURANCE RATES AND PAYMENTS
1. Reinsurance Rates
Reinsurance rates that you will pay us for business covered under this
Agreement are shown in Exhibit B. The reinsurance rate payable for any
cession for any accounting
7
period will be calculated on the basis of the net amount at risk reinsured
as of that period.
If the original policy is issued with interim insurance, you will pay us a
reinsurance rate for the interim period that is the same percentage of the
first year premium that the interim period bears to twelve months. The rate
that you pay us for the first policy year after the interim period will be
calculated on the basis of the full annual reinsurance rate.
Procedures and details of reinsurance rate calculation for any benefits or
riders ceded under this Agreement are shown in Exhibit B.
All financial transactions under this Agreement will be in United States
dollars, unless the ceding company and the reinsurer mutually agree to use
other currencies. Specifications of the currencies and details of currency
conversion procedures will be shown in Exhibit B if necessary.
2. Payments
You will self-administer the periodic reporting of your statements of
account and payment of balances due to us as shown in Exhibit C.
Within thirty days after the close of each reporting period, you will send
us a statement of account for that period along with payment of the full
balance due. If the statement of account shows a balance due you, we will
remit that amount to you within thirty days of our receipt of the statement
of account.
Your timely payment of reinsurance premiums is a condition precedent to our
continued liability. If you have not paid the balance due us by the
thirty-first day following the close of the reporting period, we have the
right to give you thirty days' written notice of our intention to terminate
the reinsurance on which the balance is due and unpaid. At the end of this
thirty-day period, our liability will automatically terminate for all
reinsurance on which balances remain due and unpaid, including reinsurance
on which balances became due and unpaid during and after the thirty-day
notice period. Even though we have terminated the reinsurance, you will
continue to be liable for the payment of unpaid balances along with interest
charges calculated from the due date shown above to the date of payment. The
interest rate payable will be the same that we charge for delinquent
premiums on our individual life insurance policies.
You may reinstate reinsurance terminated for non-payment of balances due at
any time within sixty days of the date of termination, by paying us all
balances due and interest charged in full. However, we will have no
liability for claims incurred between the termination date and the
reinstatement date.
3. Tax Reimbursements
Details of any reimbursement of premium taxes that you pay on behalf of
reinsurance payments to us are shown in Exhibit B.
8
The ceding company and the reinsurer mutually agree to the following
pursuant to Section 1.848-2 (g) (8) of the Income Tax Regulation issued
December 29, 1992 under Section 848 of the Internal Revenue Code of 1986, as
amended. This election will be effective for all taxable years for which
this Agreement remains in effect.
The terms used in this Section are defined in Regulation Section 1.848-2 in
effect as of December 29, 1992. The term "net consideration" will refer to
either net consideration as defined in Section 1.848-2 (f) or "gross premium
and other consideration" as defined in Section 1.848-3 (b), as appropriate.
a) 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 Deductions
Limitation of IRC Section 848 (c) (I).
b) The ceding company and the reinsurer mutually agree to exchange
information pertaining to the amount of net consideration under this
Agreement each year to ensure consistency. The ceding company and the
reinsurer also mutually agree to exchange information otherwise required
by the Internal Revenue Service.
4. Experience Refund
Details of any Experience Refund payable to you will be shown in Exhibit B.
ARTICLE VI - RIGHT OF OFFSET
The Company and the Reinsurer will have the right to offset any balance or
balances whether on account of premiums, allowances or claims due from one
party to the other, under this Agreement or under any other reinsurance
agreement between the Company and the Reinsurer.
The right of offset will not be affected or diminished because of the
insolvency of either party.
ARTICLE VII - CHANGES TO THE REINSURANCE
1. Errors and Oversights
If either of us fail to comply with any of the provisions of this Agreement
because of an unintentional oversight or misunderstanding, the underlying
status of this Agreement will not be changed. Both of us will be restored to
the position we would have occupied had no such oversight nor
misunderstanding occurred.
2. Misstatement of Age or Sex
If the misstatement of the age or sex of a reinsured life causes an increase
or reduction in the amount of insurance in your underlying policy, we will
both share in the change in proportion to our original liabilities at the
time the policy was issued.
9
3. Changes to the Underlying Policy
a) All changes. If any change is made to the underlying policy, the
reinsurance will change accordingly. You will give us prompt written
notification of the change, including details and the effective date of
the change.
b) Increases. If the amount at risk increases because of a change in the
underlying policy, you will promptly send us copies of all papers
relating to the change in plan. Our approval will be necessary if the
increase causes the amount reinsured to exceed the Automatic Acceptance
Limits shown in Exhibit A, if the policy was reinsured on a facultative
basis, or if the underwriting classification of a substandard risk
reinsured on a facultative basis was changed.
c) Extended Term and Reduced Paid-Up Insurance. If any policy reinsured
under this Agreement converts to Extended Term Insurance or Reduced
Paid-Up Insurance, the net amount at risk reinsured will be adjusted as
appropriate and reinsurance will be continued in accordance with the
provisions of the underlying policy. Reinsurance payments for the
adjusted policy will be calculated on the basis of the original issue
age of the insured and the duration of the original policy at the time
the adjustment became effective, i.e. point-in-scale basis.
4. Reductions, Terminations and Reinstatements
If any part of the underlying coverage on a life reinsured under this
Agreement is reduced or terminated, the amount of reinsurance will also be
reduced or terminated to the extent that you will continue to maintain your
appropriate retention limit as shown in Exhibit A. You will not be required
to assume amounts in excess of the retention limit that was in force when
the affected policy or policies were issued.
If a policy reinsured under this Agreement is lapsed or terminated, the
reinsurance will also terminate.
If a policy reinsured automatically lapses and is reinstated in accordance
with your standard rules and procedures, reinsurance for the amount at risk
effective at the time of the lapse will be reinstated automatically at the
date of reinstatement of the policy. You will notify us of the reinstatement
on your periodic statement of account. You will send us copies of your
reinstatement papers only upon request.
We will not need to approve reinstatement of a policy reinsured under this
Agreement on a facultative basis when:
a) You have kept your full retention on the policy; and
b) The reinsured amount falls within the Automatic Acceptance Limits shown
in Exhibit A.
Otherwise, you will need our prior review and approval for reinstatement of
any facultative reinsurance. You will send us prompt written notice of your
intention to reinstate the policy along with copies of the reinstatement
papers required by your
10
standard rules and procedures. The reinsurance will be reinstated at the
same time as the policy, subject to our written approval of the
reinstatement.
You will notify us of all reinstatements on your periodic statement of
account, and you will pay all reinsurance payments due from the date of
reinstatement to the date of the current statement of account. Thereafter,
reinsurance payments will be in accordance with Article V (Reinsurance Rates
and Payments).
5. Conversions
If a policy under this agreement is converted, the policy arising from the
conversion will be reinsured with us. The amount to be reinsured will be
determined on the same basis as used for the original policy but will not
exceed the amount reinsured as of the date of conversion unless mutually
agreed otherwise.
The converted policy will be reinsured on a YRT basis. The YRT rate will be
based on the issue age and duration of the original policy.
ARTICLE VIII - RECAPTURE
1. Basis of Recapture
If you increase the retention limits or your pool percentage shown in
Exhibit A, you may make a corresponding reduction in eligible reinsurance
cessions. Policies are eligible for recapture if:
a) You have maintained the stated pool percentage limit shown in Exhibit A.
Policies on which you retained less than your pool percentage will not
be eligible for recapture.
b) The policy has been in force under this Agreement for the Recapture
Period shown in Exhibit B. The recapture period will always be measured
from the original policy issue date. For converted policies the
recapture period will be measured from the issue date of the original
policy.
2. Method of Recapture
You will give us written notice of your intention to recapture within ninety
days of the effective date of your retention or pool percentage increase. If
you elect to recapture at a later date, you will give us additional written
notice before you begin the recapture.
When you have given us written notice of your intent to recapture, and the
date that the recapture will begin:
a) All eligible policies will be recaptured;
b) Reinsurance will be reduced on the next anniversary date of each
eligible policy;
11
c) Reinsurance on each eligible policy will be reduced by an amount that
will increase your retention or pool percentage to the current limit set
forth in Exhibit A.
If you increase your retention or the stated pool percentage shown in
Exhibit A, the percentage of the risk reinsured will reduce
proportionately. If reinsurance was placed with more than one reinsurer,
each reinsurer's percentage will be reduced in the same proportion that
each reinsurer's original percentage bore to the total percentage
reinsured.
d) If there is reinsurance in force in other companies on any one insured
life, the reduction of the reinsurance in force under this Agreement
will be in the same proportion that the amount reinsured with us bears
to the total reinsurance on the life;
e) If at the time of recapture the insured is disabled and premiums are
being waived under any type of disability Benefit Rider, only the life
benefit will be recaptured. The reinsured portion of the Disability
Benefit rider will remain in force until the policy is returned to
premium-paying status, at which time it will be eligible for recapture.
If you omit or overlook the recapture of any eligible policy or policies,
our acceptance of reinsurance payments after the date the recapture would
have taken place will not cause us to be liable for the amount of the risk
that would have been recaptured. We will be liable only for a refund of
reinsurance payments received, without interest.
If your retention increase is due to your purchase by or purchase of another
company, or your merger, assumption or any other affiliation with another
company, no immediate recapture will be allowed. However, you may recapture
eligible policies once the Recapture Period set out in Exhibit B has expired.
ARTICLE IX - CLAIMS
1. Notice of Claims
When you receive notice that a claim has been incurred on a policy reinsured
under this Agreement, you will forward copies of the death certificate and
the claimant's statement as each document becomes available. Copies of the
application and underwriting papers, if applicable, will be sent on any
claim incurred during the contestable period of the policy. You will send us
such other documents on any claim as we request them on a case by case basis.
2. Settlement of Claims
We will accept your good faith decision in settling any claim except as
specified in this Article. Once we have received the proofs cited in
Section 1 and upon evidence of your settlement with the claimant, we will
discharge our net reinsurance liability by paying you one lump sum,
regardless of the method of settlement you use. For the
12
settlement of Waiver of Premium Disability or other Disability Rider
benefits, we will pay you our proportional share of the gross premium waived
annually.
You will consult with us before conceding any liability or making any
settlement with the claimant for claims incurred during the contestable
period of the policy.
Your claim settlements will be administered in good faith, according to the
standard procedures you apply to all claims, whether reinsured or not.
3. Contestable Claims
You will immediately notify us if you intend to contest, compromise or
litigate a claim involving reinsurance. If we prefer not to participate in
the contest, we will notify you of our decision within fifteen days of our
receipt of all documents requested, and we will immediately pay you the full
amount of reinsurance due. Once we have paid our reinsurance liability, we
will not be liable for legal and/or investigative expenses and we will have
no further liability for expenses associated with the contest, compromise or
litigation.
When we agree to participate in a contest, compromise or litigation
involving reinsurance, you will give us prompt notice of the beginning of
any legal proceedings involving the contested policy. You will promptly
furnish us with copies of all documents pertaining to a lawsuit or notice of
intent to file a lawsuit by any of the claimants or parties to the policy.
We will share in the payment of legal or investigative expenses relating to
a contested claim in the same proportion as our liability bears to your
liability. We will not reimburse expenses associated with non-reinsured
policies.
If your contest, compromise or litigation results in a reduction in the
liability of the contested policy, we will share in the reduction in the
same proportion that the amount of reinsurance bore to the amount payable
under the terms of the policy on the date of death of the insured.
4. Claim Expenses
We will pay our proportionate share of the following expenses arising out of
the settlement or litigation of a claim, providing the expenses are
reasonable:
a) Investigative expenses;
b) Attorneys' fees;
c) Penalties and interest imposed automatically against you by statute and
rising solely out of a judgement rendered against you in a suit for
policy benefits;
d) Interest paid to the claimant on death benefit proceeds according to
your practices. Reimbursement of interest in excess of 9%, unless
otherwise dictated by local legislation, will require our approval.
13
Our share of claim expenses will be in the same proportion that our
liability bears to your liability.
You will be responsible for payment of the following claim expenses, which
are not considered items of "net reinsurance liability" as referenced in
Section 2 of this Article:
a) Routine administrative expenses for the home office or elsewhere,
including your employees' salaries;
b) Expenses incurred in connection with any dispute or contest arising out
of a conflict in claims of entitlement to policy proceeds or benefits
which you admit are payable.
5. Extra Contractual Damages
We will not be liable for nor will we pay any extra contractual damages,
including but not limited to consequential, compensatory, exemplary or
punitive damages which are awarded against you, or which you pay
voluntarily, in settlement of a dispute or claim where damages were awarded
as the result of any direct or indirect act, omission or course of conduct
undertaken by you, your agents or representatives, in connection with any
aspect of the policies reinsured under this Agreement.
We recognize that special circumstances may arise in which we should
participate to the extent permitted by law in certain assessed damages.
These circumstances are difficult to describe or define in advance but could
include those situations in which we were an active party in the act,
omission or course or conduct, which ultimately resulted in the assessment
of the damages. The extent of our participation is dependent upon a
good-faith assessment of the relative culpability in each case; but all
factors being equal, the division of any such assessment would generally be
in the same proportion of the net liability accepted by each party.
ARTICLE X - ARBITRATION
1. Basis for Arbitration
The ceding company and the reinsurer mutually understand and agree that the
wording and interpretation of this Agreement is based on the usual customs
and practices of the insurance and reinsurance industry. While we agree to
act in good faith in our dealings with each other, it is understood and
recognized that situations arise in which we cannot reach an agreement.
In the event that any dispute cannot be resolved to our mutual satisfaction,
the dispute will first be subject to good-faith negotiation as described
below in an attempt to resolve the dispute without the need to institute
formal arbitration proceedings.
2. Negotiation
14
Within ten days after one of us has given the other the first written
notification of the specific dispute, each of us 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 specific format for such discussions will be decided by the designated
officers. If the officers cannot resolve the dispute within thirty days of
their first meeting, we agree that we will submit the dispute to formal
arbitration. However, we may agree in writing to extend the negotiation
period for an additional thirty days.
3. Arbitration Proceedings
No later than fifteen days after the final negotiation meeting, the officers
taking part in the negotiation will give both of us written confirmation
that they are unable to resolve the dispute and that they recommend
establishment of formal arbitration. An arbitration panel consisting of
three past or present officers of life insurance companies not affiliated
with either of us in any way will settle the dispute. Each of us will
appoint one arbitrator and the two will select a third. If the two
arbitrators cannot agree on the choice of a third, the choice will be made
by the Chairman of the American Arbitration Association.
The arbitration proceeding will be conducted according to the Commercial
Arbitration Rules of the American Arbitration Association, which are in
effect at the time the arbitration begins.
The arbitration will take place in Houston, Texas unless the ceding company
and the reinsurer mutually agree otherwise.
Within sixty days after the beginning of the arbitration proceedings the
arbitrators will issue a written decision on the dispute and a statement of
any award to be paid as a result. The decision will be based on the terms
and conditions of this Agreement as well as the usual customs and practices
of the insurance and reinsurance industry, rather than on strict
interpretation of the law. The decision will be final and binding on both of
us and there will be no further appeal, except that either of us may
petition any court having jurisdiction regarding the award rendered by the
arbitrators.
We may agree to extend any of the negotiation or arbitration periods shown
in this Article.
Unless otherwise decided by the arbitrators, we will share equally in all
expenses resulting from the arbitration, including the fees and expenses of
the arbitrators, except that each of us will be responsible for our own
attorneys' fees.
ARTICLE XI - INSOLVENCY
15
If you are judged insolvent, we will pay all reinsurance under this Agreement
directly to you, your liquidator, receiver or statutory successor on the basis
of your liability under the policy or policies reinsured without decrease
because of your insolvency. It is understood, however, that in the event of
your insolvency the liquidator, receiver or statutory successor will give us
written notice of a pending claim on a policy reinsured within a reasonable
time after the claim is filed in the insolvency proceedings. While the claim is
pending, we may investigate and interpose at our own expense in the proceedings
where the claim is to be adjudicated, any defense which we may deem available
to you, your liquidator, receiver or statutory successor. It is further
understood that the expense we incur will be chargeable, subject to court
approval, against you as part of the expense of liquidation to the extent of a
proportionate share of the benefit which may accrue to you solely as a result
of the defense we have undertaken. Where two or more reinsurers are involved in
the same claim and a majority in interest elects to interpose defense to the
claim, the expenses will be apportioned in accordance with the terms of the
reinsurance agreement as though you had incurred the expense.
If we are judged insolvent, we will be considered in default under this
Agreement. Amounts due us will be paid directly to our liquidator, receiver or
statutory successor without diminution because of our insolvency.
ARTICLE XII - INSPECTION OF RECORDS
Either one of us will have the right at any reasonable time to inspect the
original papers, records, books, files or other documents relating directly or
indirectly to the reinsurance coverage under this Agreement.
ARTICLE XIII - LETTER OF CREDIT
See Exhibit E.
16
ARTICLE XIII - EXECUTION OF THE AGREEMENT
In witness whereof, we have caused this Agreement to be executed in duplicate
at the dates and places shown below, by our respective officers duly authorized
to do so.
Signed on behalf of American General Life Insurance Company, Old Line Life
Insurance Company, and The United States Life Insurance Company in the City of
New York.
-------------------------------- --------------------------------
Signature Date of Signature
--------------------------------
Title
-------------------------------- --------------------------------
Signature Date of Signature
--------------------------------
Title
Swiss Re Life & Health America inc.
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
-------------------------------- --------------------------------
Signature Date of Signature
--------------------------------
Title
-------------------------------- --------------------------------
Signature Date of Signature
--------------------------------
Title
17
EXHIBIT A
REINSURANCE COVERAGE
I. REINSURANCE COVERAGE
Agreement Effective Date: March 1, 2002
Reinsurance Basis: Yearly Renewable Term
Pool Percentage:
Term: 50%
Single Life UL and VUL: 50%
Joint Life UL and VUL: 50%
Products Covered:
Term
Single Life UL and VUL
Joint Life UL and VUL
Riders Covered:
Term Riders
Return of Premium Rider
Maturity Extension Rider
Automatic Increase Rider
Underwriting Type: Conventional underwriting type
Minimum Automatic Cession: $100,000 multiplied by the pool percentage less
the amount to be retained.
Automatic Binding Limits: Total pool maximum binding amounts below include
Ceding Company's retention.
Issue Age
Individual Life Standard Tl - T4 T5 - T8 T9 - T16
--------------- ------------ ------------ ------------ ------------
00-70 $ 40 million $ 40 million $ 15 million $ 10 million
71-75 $ 15 million $ 15 million $ 7 million $2.5 million
76-80 $ 7 million $ 7 million $2.5 million $ 1 million
81-85 $ 5 million $ 5 million
86-89 $ 2 million
Joint Life *
------------
00-70 $ 40 million $ 40 million $ 15 million $ 10 million
71-75 $ 15 million $ 15 million $ 7 million $2.5 million
76-80 $ 7 million $ 7 million $2.5 million $ 1 million
81-85 $5.5 million $5.5 million
86-89 $2.5 million
--------
.. Age determined by youngest age or healthiest life.
18
Jumbo Limit: $50 million (in force and to be placed); $25 million ages 81 - 89.
II. RETENTION LIMITS
Life:
Ages 00 - 70 $2.5 million
Ages 71 - 80 $1.5 million
Ages 81 + $1 million
Waiver of Premium:
Limit: Not covered
Accidental Death Benefits:
Limit: Not covered
19
EXHIBIT B
REINSURANCE RATES AND ALLOWANCES
Net Amount at Risk Calculation: Death benefit less the cash value times the
pool percentage.
Reinsurance Premium Rates: Reinsurance premiums are expressed as a percentage
of the AG 75 - 80 S&U, extended age ANB Table (Attached).
Term Series:
Class Yr 1 Yrs 2
------------ --------- ---------
Class 1
Class 2
Class 3
Class 4
Class 5
Class 6
Class 7(rated NT)
Class 8 (rated T)
Single Life UL: 5 Classes 4 Classes 2 Classes
Class Yrs 2+ Yrs 2+ Yrs 2+
--------------- --------- --------- ---------
Preferred Plus NT
Preferred NT
Standard NT
Preferred T
Standard T
Joint Life UL: 5 Classes 4 Classes 2 Classes
Class Yrs 2+ Yrs 2+ Yrs 2+
-------------- --------- --------- ---------
Preferred Plus NT
Preferred NT
Standard NT
Preferred T
Standard T
Joint rates are Frazierized with a minimum rate of $ .
VUL and UL substandard rates are based off the 2 risk class rates using
appropriate multiples.
Reinsurance Premiums are the above rates times the net amount at risk.
20
Maturity Extension Rider: Reinsurance premium is 90% of current monthly charge
below. Rider is reinsured in the same proportion as the base policy.
Attained Current Monthly Charge
Attained Age* Age** per $1000 of NAR
------------- -------- ----------------------
0 - 85 0 -90
86 91
87 92
88 93
89 94
90 95
91 96
92 97
93 98
94 99
--------
*- Plans which mature at age 95.
**- Plans which mature at age 100.
Policy Fee: Not applicable.
Rates for Substandard Table Rating: Standard premiums increased per table.
Flat Extra Allowances:
Permanent Flat Extra, First Year:
Permanent Flat Extra, Renewal Years:
Temporary Flat Extra, First Year:
Temporary Flat Extra, Renewal Years:
Premium Taxes: Not reimbursed
Recapture Period: 10 years
21
EXHIBIT C
REINSURANCE REPORTING FORMS AND REINSURANCE ADMINISTRATION
Reinsurance administration and premium accounting will be on a
self-administered basis. Each month, you will send to us electronic files
containing transaction detail and in force detail on a seriatim basis. The
transaction detail file contains billing and policy exhibit information. The in
force file will contain reserve information quarterly only. The information
content shall be designed to help verify coverage under this treaty and
validate reinsurance premiums paid.
22
EXHIBIT D
CONDITIONAL RECEIPT LIABILITY
I. AUTOMATIC REINSURANCE
We will be liable for losses under the terms of a Conditional Receipt or
Temporary Insurance Receipt only when the following qualifications are
met:
a) We have reviewed your Conditional Receipt or Temporary Insurance
Receipt Form.
b) The risk would have qualified for automatic coverage under this
Agreement;
c) You have kept your full retention for the age and table rating of the
insured;
d) The amount ceded to us does not exceed the Automatic Acceptance
Limits set forth in Exhibit A (Reinsurance Coverage).
Copies of your Conditional Receipt or Temporary Insurance Receipt forms
will be made available to us as we request them.
II. FACULTATIVE REINSURANCE
We will not be liable for a claim incurred under the terms of a
Conditional Receipt or Temporary Insurance Receipt for a risk, which has
been submitted to us on a facultative basis.
23
EXHIBIT E
LETTER OF CREDIT
Not Applicable.
24
