Exhibit 7.2
Automatic Reinsurance Agreement
between
GE LIFE AND ANNUITY ASSURANCE COMPANY
Richmond, Virginia
(hereinafter referred to as the CEDING COMPANY)
and
AXA RE LIFE INSURANCE COMPANY
New York, New York
(hereinafter referred to as the REINSURER)
Effective February 1, 1999
This Agreement will be referred to as Agreement No. 99004
Contents
Articles
I. Scope of Agreement
II. Commencement and Termination Liability
III. Oversights and Clerical Errors
IV. Net Amount at Risk
V. Reinsurance Premiums
VI. Reinsurance Administration
VII. Settlement of Claims
VIII. Recapture Privileges
IX. Reinsurance Credit
X. Inspection of Records
XI. Insolvency
XII. Negotiation
XIII. Arbitration
XIV. Right of Offsetting Balances Due
XV. Contract and Program Changes
XVI. Confidentiality
XVII. Miscellaneous
XVIII. Severability
XIX. DAC Tax
XX. Duration of Agreement
XXI. Execution of Agreement
Schedules
A. Plans of Reinsurance
B. Investment Funds
C. Data Layout
Exhibits
I. Reinsurance Premiums
II. Benefit Limitation Rules
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GE Life & Annuity Agreement No. 99004DB
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All provisions of this Agreement are subject to the laws of the State of
Delaware.
Article I
Scope of Agreement
A. On and after the 1st day of February 1999, the CEDING COMPANY shall
automatically reinsure with the REINSURER and the REINSURER shall
automatically accept a quota-share percentage (as shown in Schedule A) of
the Mortality Net Amount At Risk (MNAR) as defined in Article IV, generated
prior to annuitization or complete surrender by the contract owner, by the
Guaranteed Minimum Death Benefit (GMDB) provisions within the variable
annuity contracts issued by the CEDING COMPANY as set forth in Schedule A.
B. The REINSURER's maximum annual aggregate VNAR liability in any one calendar
year shall not exceed two-hundred (200) basis points of the REINSUER's
quota-share percentage of the average aggregate account value over each
respective calendar year of coverage. The REINSURER's maximum annual
aggregate VNAR liability, as defined in Article IV, shall be capped at
two-hundred (200) basis points of the average aggregate account value in
force multiplied by the quota-share percentage reinsured by the REINSURER
over each calendar year of coverage. The average account value shall be
calculated by way of a trapezoidal rule as stated in Exhibit II.
C. The REINSURER's maximum MNAR liability on any one life reinsured hereunder
shall be two-million dollars ($2,000,000), multiplied by the quota-share
percentage reinsured by the REINSURER, and calculated as specified in
Article IV of this Agreement.
D. This Agreement covers only the CEDING COMPANY's liability for claims paid
under variable annuity contract forms specified in Schedule A and supported
by investment funds shown in Schedule B that were reviewed by the REINSURER
prior to their issuance.
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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 in
accordance with the Duration of Agreement provisions of this Agreement as
stated in Article XX, or upon the earliest of the following occurrences
defined in the contract(s) reinsured hereunder:
1. the date the Owner elects to annuitize
2. surrender or termination of the contract
B. The REINSURER shall be liable to reimburse claims only on those deaths
where the date of death is on or after February 1, 1999, in accordance with
Article VII.
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Article III
Oversights and Clerical Errors
A. Should either the CEDING COMPANY or the REINSURER fail to comply with any
of the terms of this Agreement, and if this is shown to be unintentional
and the result of a misunderstanding, oversight or clerical error on the
part of either the CEDING COMPANY or the REINSURER, then this Agreement
shall not be deemed abrogated thereby, but both companies shall be restored
to the position they would have occupied had no such oversight,
misunderstanding, or clerical error occurred. Such conditions are to be
reported and corrected promptly after discovery.
B. If the CEDING COMPANY or the REINSURER discovers that the CEDING COMPANY
did not cede reinsurance on a contract it should have reinsured under this
Agreement, the CEDING COMPANY will take 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
position they would have occupied had the CEDING COMPANY ceded such
reinsurance at the original date. If the REINSURER receives no evidence
that the CEDING COMPANY has taken action to remedy such a situation, the
REINSURER reserves the right to limit its liability to reported contracts
only.
C. Any negligent or deliberate acts or omissions by the CEDING COMPANY
regarding the insurance or reinsurance provided are the responsibility of
the CEDING COMPANY and its liability insurer, if any, but not that of the
REINSURER. The previous sentence does not negate the REINSURER's liability
under Article VII, Settlement of Claims, of this Agreement.
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Article IV
Net Amount at Risk
A. The Mortality Net Amount At Risk (MNAR) for each variable annuity contract
reinsured hereunder shall be calculated as of the first day of each
calendar month and shall be equal to the following:
1. For Ages 0-65
Mortality Net Amount at Risk (MNAR) = VNAR + SCNAR where:
. VNAR = Maximum (a,b) x Quota-share % where:
a = (Contractual Death Benefit - Account Value)
b = 0
. SCNAR = (Account Value - Cash Surrender Value)
2. For Ages 66-80
Mortality Net Amount at Risk (MNAR) = VNAR + SCNAR where:
. VNAR = Maximum (a,b) x Quota-share % where:
a = (Contractual Death Benefit - Account Value)
b = 0
. SCNAR = 0
B. The death benefit and the cash surrender value will be as described in the
variable annuity contract forms specified in Schedule A.
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Article V
Reinsurance Premiums
A. The reinsurance premium is a monthly flat rate that varies by issue age.
B. The annualized reinsurance premium rates are shown in Exhibit 1 and are
expressed in terms of basis points.
C. The premium rates shall be applied on a monthly basis by utilizing
one-twelfth (1/12th) of the annualized rates and are applied to the average
aggregate account value over the reporting period, which is monthly.
D. The total reinsurance premium in any month shall equal at least
one-thousand-five-hundred dollars ($1,500).
E. The monthly reinsurance premium shall be due and payable as described in
Article VI. The REINSURER reserves the right to charge interest on premiums
not remitted in accordance with the schedule set forth in Article VI. The
interest rate payable by the CEDING COMPANY to the REINSURER for overdue
premiums shall be the ninety (90) day Federal Government Treasury Xxxx rate
as first published in the Wall Street Journal in the month following the
end of the billing period plus fifty (50) basis points. The method of
calculation shall be simple interest (360-day year).
F. The reinsurance premium structure described above shall remain in effect as
long as the death benefit design, the contract fees, the mortality and
expense charges, the administration fees, and the surrender charges in
effect at the inception of this Agreement remain unchanged.
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Article VI
Reinsurance Administration
A. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY will furnish the REINSURER a seriatim report as detailed Schedule C
for each contract specified in Schedule A, valued as of the last day of
that month.
B. Additionally, within thirty (30) days of the end of each calendar month,
the CEDING COMPANY will furnish the REINSURER a separate paper report
summarizing the following data:
1. reinsurance premiums due the REINSURER
2. benefit claim reimbursements due the CEDING COMPANY in total and split
by VNAR and SCNAR
C. 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.
D. If the net balance is due the REINSURER, the amount due shall be remitted
with the report statement. If the net balance is due the CEDING COMPANY,
the REINSURER shall remit the amount to the CEDING COMPANY within fifteen
(15) days of the receipt of the report.
E. Other:
l. The REINSURER reserves the right to charge interest [if (a) and (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 end of the billing period plus fifty (50) basis points.
The method of calculation shall be simple interest (360-day year).
(a) premiums are not paid within sixty (60) days of the due date
shown on the statement
(b) premiums for first year business are not paid within
one-hundred-eighty (180) days of the effective date of the policy
2. The REINSURER will have the right to terminate this Agreement when
premium payments are in default 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.
3. Payments between the CEDING COMPANY and the REINSURER may be paid net
of any amount due and unpaid under this reinsurance Agreement.
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Article VII
Settlement of Claims
A. The claims, calculated as set forth in Article IV, that are eligible for
reimbursement are only those that the Company is required to pay on deaths
that occur on or after the Effective Date of this Agreement and subject to
benefit limitations as described below.
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 loss,
copies of the proofs obtained by the CEDING COMPANY will be taken by the
REINSURER as sufficient; however, the minimum of a death certificate is
required.
C. Within thirty (30) days of the end of each calendar month, the CEDING
COMPANY shall notify the REINSURER of the reinsured 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. A positive net amount will indicate
amount due the REINSURER. A negative net amount will indicate amounts due
the CEDING COMPANY.
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 extracontractual 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
actual damages sustained and are not awarded as a penalty, nor fixed
in amount by statue
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Article VII - Settlement of Claims
(continued)
If the REINSURER declines to be a 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.
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
when the REINSURER is first notified of the claim.
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Article VIII
Recapture Privileges
The CEDING COMPANY may recapture existing reinsurance in force up to its then
published retention in accordance with the following rules:
A. The CEDING COMPANY will notify the REINSURER of its intent to recapture at
least thirty (30) days prior to any recapture.
B. No recapture will be made unless reinsurance has been in force fifteen (15)
years.
C. No recapture will be made unless the carry-forward as described in this
Agreement, is not in a negative position.
D. Carry-forward for this Agreement is defined as the current period's
reinsurance premium minus all reinsurance claims paid under this Agreement
minus a 2.5 basis point annual expense allowance applied against the
average aggregate Account Value minus the change in treaty reserves plus
last period's loss carry-forward. The carry-forward amount is accumulated
at the average ninety (90) day U.S. Treasury xxxx rate for the period plus
2%.
E. Upon election, recapture shall occur ratably over a thirty-six (36) month
period (i.e., the quota-share percentage reduces 2.78% each month).
F. The REINSURER will provide the CEDING COMPANY the "formula and mechanism"
to determine the carry-forward.
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Article IX
Reinsurance Credit
Reinsurance Credit. It is the intention of both the REINSURER and the CEDING
COMPANY that the CEDING COMPANY qualify for reinsurance credit in the State of
Delaware for the reinsurance ceded hereunder. The REINSURER shall do all that is
necessary to comply with the Insurance Department of the State of Delaware, in
order to enable the CEDING COMPANY to take credit for the reinsurance ceded
hereunder, including delivery of any reports required thereunder.
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Article X
Inspection of Records
A. The REINSURER, or its duly appointed representatives, shall have the right
at all reasonable times and for any reasonable purpose to inspect at the
office of the CEDING COMPANY all records referring to reinsurance ceded to
the REINSURER.
B. Relating to the business reinsured hereunder, the CEDING COMPANY or its
duly appointed representatives shall have the right at all reasonable times
and for any reasonable purpose to inspect at the office of the REINSURER
all records referring to reinsurance ceded from the CEDING COMPANY.
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Article XI
Insolvency
A. Definition of Insolvency: For purposes of this Agreement, either the CEDING
COMPANY or the REINSURER shall be deemed insolvent if:
. a court order is issued voluntarily or involuntarily placing it into
conservatorship, rehabilitation, receivership or liquidation, or
appointing a conservator, rehabilitator, receiver or liquidator to
take over its business; or
. it has filed or consents in 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.
B. In the event of the insolvency of the REINSURER:
1. The CEDING COMPANY may retain all or any portion of any amount then
due or which may become due to the REINSURER under this Agreement and
use such amounts for the purposes of paying any and all liabilities of
the REINSURER incurred under this Agreement. When all such liability
hereunder has been discharged, the CEDING COMPANY shall pay the
REINSURER, its successor or statutory receiver, such balance of the
amounts withheld as may remain.
2. The CEDING COMPANY may, upon ninety (90) days' written notice to the
REINSURER, its liquidator, receiver or statutory successor, recapture
without penalty the entire amount of reinsurance under this Agreement.
C. 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.
D. 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.
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Article XI - Insolvency
(continued)
E. 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.
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Article XII
Negotiation
A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location as early as possible and as often as
necessary, in order to gather and furnish the other with all appropriate
and relevant information concerning the dispute. The officers will discuss
the problem and will negotiate in good faith without the necessity of any
formal arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information will
be honored. The specific format for such discussions will be decided by the
designated officers.
B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting, the parties will agree to submit the dispute to formal
arbitration. However, the parties may agree in writing to extend the
negotiation period for an additional thirty (30) days.
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Article XIII
Arbitration
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute, which 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; 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.
B. To initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
C. There will be three arbitrators who will be current or former officers of
life insurance companies other than the contracting companies or affiliates
thereof. Each of the contracting companies will appoint one of the
arbitrators and these two arbitrators will select the third. If either
party refuses or neglects to appoint an arbitrator within sixty (60) days,
the other party may appoint the second arbitrator. If the two arbitrators
do not agree on a third arbitrator within sixty (60) days of their
appointment, then the appointment of said arbitrator will 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.
D. It is agreed that each of the three arbitrators should be impartial
regarding the dispute and should resolve the dispute on the basis described
in Section A of this Article.
E. The arbitration hearing will be held on the date fixed by the arbitrators
in New York City. In no event will this date be later than three (3) months
after the appointment of the third arbitrator. As soon as possible, the
arbitrators will establish pre-arbitration procedures as warranted by the
facts and issues of the particular case. At least ten (10) days prior to
the arbitration hearing, each party will provide the other party and the
arbitrators with a detailed statement of the facts and arguments they will
present at the arbitration hearing. The arbitrators may consider any
relevant evidence; they will give the evidence such weight as they deem it
entitled to after consideration of any objections raised concerning it.
Each party may examine any witnesses who testify at the arbitration hearing
F. The cost of arbitration will be divided between the parties, unless the
arbitrators decide otherwise.
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Article XIV
Right of Offsetting 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 the other party under this
Agreement or under any other Agreements or Contracts previously or subsequently
entered into between the CEDING COMPANY and the REINSURER. This right of offset
shall not be affected or diminished because of insolvency of either party to
this Agreement.
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Article XV
Contract and Program Changes
A. The CEDING COMPANY may amend, substitute, add or delete variable investment
funds to the investment options supporting the annuity contract as
described in the contract general provisions. No such change will be made
by the CEDING COMPANY without prior notification to the REINSURER and
without the prior approval of the Securities and Exchange Commission, if
necessary. The CEDING COMPANY agrees to maintain at all times a
satisfactory selection of core investment options with characteristics
similar to those listed in Schedule B.
B. The CEDING COMPANY shall also give the REINSURER advance notice of any
other changes to its annuity product design and/or Guaranteed Minimum Death
Benefit, its fees and charges, its distribution systems and/or methods, or
the addition of any riders to any contract form reinsured hereunder.
C. Should any such change as stated above result in a material increase in the
reinsured net amount at risk and/or material decrease in the reinsurance
premiums due on a product line, the REINSURER shall have the right to
modify any of the terms of this Agreement for that product line only in
order to restore the REINSURER to its original position.
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Article XVI
Confidentiality
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.
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Article XVII
Miscellaneous
A. 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.
B. Notices:
Any notice or communication given pursuant to this Reinsurance Agreement
must be in writing and a) delivered personally, b) sent by facsimile or
other similar transmission to a number specified in writing by the
recipient, c) delivered by overnight express, or d) sent by Registered or
Certified Mail, Postage Prepaid, Return Receipt Requested, as follows:
If to CEDING COMPANY: GE Life and Annuity Assurance Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxx
If to the REINSURER: AXA Re Life Insurance Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxx Xxxxxxxx
All notices and other communications required or permitted under this
Reinsurance Agreement that are addressed as provided in this Section will
a) if delivered personally or by overnight express, be deemed given upon
delivery, b) if delivered by facsimile transmission or other similar
transmission, be deemed given when electronically confirmed, and c) 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. The more specific requirements of Article II shall apply
to notices thereunder.
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. This Agreement may
be modified or amended only by an Amendment duly executed and delivered on
behalf of each party by its respective duly authorized officers.
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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.
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Article XIX
DAC Tax Article
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.
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 23
Article XX
Duration of Agreement and Facility
A. This Agreement shall be unlimited as to its duration but may be reduced or
terminated as provided in this Article, below.
B. This Facility shall be open for new business for a minimum of two (2) years
as measured from the Effective Date of this Agreement subject to a limit of
three-billion-dollars ($3,000,000,000) of total account value. Any time on
or after the second anniversary of this Agreement, and upon
one-hundred-eighty (180) days written notice, or anytime on or after
attainment ofof three-billion-dollars ($3,000,000,000) of total new
deposits, and upon notice when total new deposits reach the
two-and-one-half billion dollar ($2,500,000,000) level, either the CEDING
COMPANY or the REINSURER may either cancel this Agreement for new business
unilaterally or amend the terms of reinsurance for new business by mutual
agreement. The facility may be renewed thereafter, subject to mutually
accepted terms.
C. The CEDING COMPANY shall have the option of terminating this agreement for
new business upon thirty (30) days' written notice to the REINSURER in the
event that: 1) the REINSURER's A. M. Best rating is reduced to B- or lower;
2) the REINSURER is placed upon a "watchlist" by its Domiciliary State's
insurance regulator; 3) the REINSURER's Standard & Poors rating is reduced
to BBB+ or lower; 4) appointment of a receiver, conservator or trustee for
management of the REINSURER is ordered or proceeding is commenced for
rehabilitation, liquidation, supervision or conservation of the REINSURER.
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 24
Article XX
Execution of Agreement
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof signed by less than both,
but together signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of February 1, 1999.
GE LIFE AND ANNUITY ASSURANCE COMPANY
By: /s/ Illegible Date: Dec. 18,1999
----------------------------------------------------
Attest: /s/ Illegible
----------------------------------------------------
AXA RE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: Illegible
----------------------------------------------------
Xxxxxxx X. Xxxx
Senior Vice President and Chief Underwriting Officer
Attest: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------------------
Xxxxxxxxx Xxxxxxxx, Assistant Vice President
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 25
Schedule A
Plans Reinsured
A. Quota-Share Percentage: 50%
B. GMDB Benefit Reinsured:
1. Extra Credit
. Basic Benefit to issue ages * = 80: Max Anniversary Value to
attained age 80, GMDB frozen thereafter
. Enhanced Benefit for issue ages * = 80: greater of Basic Benefit
and 6% Roll up to attained age 80 subject to 200% of net
considerations, GMDB frozen thereafter
2. No Surrender Charge
. Basic Benefit 1 for issue ages 81-85:
. Return of Net Consideration
. Basic Benefit 2 for issue ages * = 80:
. One year Ratchet to attained age 80, GMDB frozen thereafter
C. Related Contracts:
. Extra Credit product (Policy Form P1152 1/99)
. No Surrender Charge product (Policy Form P1151 1/99)
* means Less Than
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 26
Schedule B
Investment Funds
LIFE OF VIRGINIA
INVESTMENT FAMILY/FUND/SUBDIVISION ABBREVIATION
BY PRODUCT
SA1 SA2 SA2 SA3
C2 C3 C4,CVUL CVL
GE INVESTMENTS FUNDS, INC.
GEI S&P 500 INDEX VA1 VB1 V21 VC1
GEI XXXXX XXXXXX XX0 XX0 X00 XX0
XXX XXXXX XXXXXX XX0 XX0 X00 XX0
XXX INTERNATIONAL EQUITIES XX XX0 X00 XX0
XXX XXXX XXXXXX SECURUTIES NA VB6 V26 VC6
GEI VALUE EQUITY NA VB8 V28 VC8
(12/12/97)GEI INCOME XX0 XX0 V29 VC9
(5/1/98) GEI US EQUITY NA VBA V2A VCA
(5/1/99) GEI PREMIER GROWTH NA VBB V2B VCB
JANUS ASPEN SERIES
JAN BALANCED JBB J2B JCB
JAN AGGRESSIVE GROWTH JBC J2C JCC
JAN GROWTH JBD J2D JCD
JAN WORLDWIDE GROWTH JBE J2E JCE
JAN FLEXIBLE INCOME JBF J2F JCF
JAN INTERNATIONAL GROWTH JBI J2I JCI
JAN CAPITAL APPRECIATION JBK J2K JCK
FIDELITY FUNDS VIP & VIPII & VIPIII
FID VIP EQUITY-INCOME FBC F2C FCC
FID VIP GROWTH FBD F2D FCD
FID VIP OVERSEAS FBE F2E FCE
FID VIPII ASSET MANAGER FBI F2I FCI
FID VIPII CONTRAFUND FBJ F2J FCJ
FID VIPIII GROWTH AND INCOME FBO F2O FCO
FID VIPIII GROWTH OPPORTUNITIES FBP F2P FCP
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME OBB O2B OCB
OPP BOND OBC O2C OCC
OPP AGGRESSIVE GROWTH(NAME CHANGE 5/1/98) OBD O2D OCD
OPP CAPITAL APPRECIATION (NAME CHANGE 5/1/99) OBE O2E OCE
OPP MULTIPLE STRATEGIES OBF O2F OCF
FEDERATED INSURANCE SERIES
FED AMER LEADERS II IBA 12A ICA
FED HIGH INCOME BOND II IBB 12B ICB
FED UTILITY II IBE 12E ICE
XXXXX AMERICAN FUND
ALG SMALL CAPITALIZATION ABF A2F ACF
ALG GROWTH ABG A2G ACG
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 27
Schedule B - Investment Funds
(continued)
XXXXXXX XXXXX FUND (NEW 5/1/98)
(5/1/98) GSF GROWTH AND INCOME XXX X0X GCG
(5/1/98) GSF MID CAP VALUE (name change5/1/99) GBM G2M GCM
SALOMON BROTHERS (NEW 10/1/98)
(10/1/98) XXX XXXXXXX INVESTORS SBI S2I SCI
(10/1/98) XXX XXXXXXX TOTAL RETURN SBR S2R SCR
(10/1/98) XXX XXXXXXX STRATEGIC XXXX XXX X0X SCB
SA4 SA4 SA5 NY SA4 SA4
GE INVESTMENTS FUNDS, INC. CVA CVA+ 401K CVA+ EC FREEDOM
GEI S&P 500 INDEX VD1 V41 VE1 V71 VH1 VI1
GEI XXXXX XXXXXX XX0 X00 XX0 X00 XX0 XX0
XXX XXXXX XXXXXX XX0 X00 XX X00 XX0 XX0
XXX INTERNATIONAL EQUITIES VD5 V45 VE5 V75 VH5 VI5
GEI REAL ESTATE SECURUTIES VD6 V46 VE6 V76 VH6 VI6
GEI GLOBAL INCOME VD7 V47 VE7 V77 N/A N/A
GEI VALUE EQUITY VD8 V48 VE8 V78 VH8 VI8
12/12/97 GEI INCOME VD9 V49 NA V79 VH9 VI9
(5/1/98) GEI US EQUITY VDA V4A VEA V7A VHA VIA
(5/3/99) GEI PREMIER GROWTH VDB V4B NA VHB VIB
JANUS ASPEN SERIES
JAN BALANCED JDB J4B XXX J7B JHB JIB
JAN AGGRESSIVE GROWTH JDC J4C JEC J7C JHC JIC
JAN GROWTH JDD J4D XXX J7D JHD JID
JAN WORLDWIDE GROWTH JDE J4E JEE J7E JHE JIE
JAN FLEXIBLE INCOME JDF J4F JEF J7F JHF JIF
JAN INTERNATIONAL GROWTH JDI J4I JEI J7I JHI JII
JAN CAPITAL APPRECIATION JDK J4K JEK J7K JHK JIK
FIDELITY FUNDS VIP & VIPII & VIPIII
FID VIP EQUITY-INCOME FDC F4C NA F7C FHC FIC
FID VIP GROWTH FDD F4D NA F7D FHD FID
FID VIP OVERSEAS FDE F4E NA F7E FHE FIE
FID VIPII ASSET MANAGER FDI F4I NA F7I FHI FII
FID VIPII CONTRAFUND FDJ F4J NA F7J FHJ FIJ
FID VIPIII GROWTH and INCOME FDO F4O NA F7O FHO FIO
FID VIPIII GROWTH OPP FDP F4P NA F7P FHP FIP
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME ODB O4B OEB O7B OHB OIB
OPP BOND ODC O4C OEC O7C OHC OIC
OPP AGGRESSIVE GROWTH(name change5/1/98) ODD O4D OED O7D OHD OID
OPP CAPITAL APPRECIATIONname change5/1/99 ODE O4E OEE O7E OHE OIE
OPP MULTI STRATEGIES ODF O4F OEF O7F OHF OIF
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 28
Schedule B - Investment Funds
(continued)
FEDERATED INSURANCE SERIES
FED AMER LEADERS II XXX 14A IEA 17A IHA IIA
FED HIHH INC BOND II IDB 14B IEB 17B IHB IIB
FED UTILITY II IDE 14E IEE 17E IHE IIE
XXXXX AMERICAN FUND
ALG SMALL CAPITALIZATION ADF A4F AEF A7F AHF AIF
ALG GROWTH ADG A4G AEG A7G AHG AIG
PILGRIM XXXXXX - PBHG INSURANCE SERIES FUND, INC.
PIL LARGE CAP GROWTH PDC P4C PEC P7C N/A N/A
PIL GROWTH II PDG P4G PEG P7G N/A N/A
(CONTINUED)
SA4 SA4 SA5 NY EC
FIDELITY ADVISOR FUNDS
FID ADV EQUITY INCOME FEK
FID ADV EQUITY GROWTH FEL
FID ADV GROWTH OPPORTUNITIES FEM
FID ADV INCOME & GROWTH XXX
XXXXXXX XXXXX FUND (NEW 5/1/98)
(5/1/98) GSF GROWTH AND INCOME GDG G4G N/A G7G GHG GIG
(5/1/98) GSF MID CAP VALUE(name change5/1/99) GDM X0X X/X X0X GHM XXX
XXXXXXX BROTHERS (NEW 10/1/98)
(10/1/98) XXX XXXXXXX XXXXXXXXX XXX X0X N/A SHI SII
(10/1/98) XXX XXXXXXX TOTAL RETURN SDR S4R N/A SHR SIR
(10/1/98) XXX XXXXXXX STRATEGIC BOND SDB S4B N/A SHB SIB
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 29
Schedule C
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
Policy Issue Date YYYYMMDD
Policy Issue Status NI=True New Issue, SC=Spousal
Continuance, EX=1035 Exchange
Tax Status Qualified (Q), or Non-qualified (N)
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 30
Schedule C
(continued)
Data Layout
Field Description Comments
GMDB SECTION
Mortaltiy Risk Definition Indicator AV = VNAR; CV = VNAR + SCNAR
Death Claim Trigger A = Annuitant, O = Owner, 1 = 1st to die, 2 = 2nd to die
(e.g., A2 = payable upon death of second of joint annuitants)
Current Ratchet Value If Applicable
Current Reset Value If Applicable
Current Rollup Value If Applicable
Minimum Guaranteed Death Benefit
Contract Death Benefit Greater of Account Value and Minimum Guaranteed Death Benefit
Mortality Risk VNAR Max [(Contract Death Benefit - Account Value), 0]
SCNAR Surrender Charge, if applicable
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/l/99 Page 31
Schedule C
(continued)
Data Layout
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
"Financial Post" designations
(Canada)
Asia-Pacific
Balanced
Bond
Canadian Equity
Dividend
European Equity
Global Equity
International Equity
North American Equity
Other
United States Equity
General 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
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 32
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 29
Exhibit I
Reinsurance Premiums
"Extra Credit" Issue Reinsurance Guaranteed
Alternative A (Issue Ages 0-65) Ages Premiums Maximum
--------------------------------------------------------------------
Basic Benefit 0-45 7.0 16.0
46-65 19.5 41.0
Enhanced Benefit 0-45 12.25 26.5
46-65 38.0 78.0
--------------------------------------------------------------------
"Extra Credit"
Alternative B (Issue Ages 66-80)
--------------------------------------------------------------------
Basic Benefit 66-75 36.0 74.0
76-80 45.0 92.0
Enhanced Benefit 66-75 67.0 136.0
76-80 69.0 140.0
--------------------------------------------------------------------
"No Surrender Charge"
Alternative B
--------------------------------------------------------------------
Basic Benefit 1 81-85 56.0 114.0
Basic Benefit 2 0-45 6.75 15.5
46-65 17.0 36.0
66-75 39.0 80.0
76-80 50.0 102.0
--------------------------------------------------------------------
*The current premium rate shall be in effect for a minimum of twenty (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.
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 33
Exhibit II
Benefit Limitation Rules
Trapezoidal Rule
Average Aggregate Account Value inforce in calendar year Z equals:
AV(Jan//B//) / 24 +
AV(Feb//B//) + AV(Mar//B//) + AV(Apr//B//) + AV(May//B//) / 12 +
AV(Jun//B//) + AV(Jul//B//) + AV(Aug//B//) + AV(Sep//B//) / 12 +
AV(Oct//B//) + AV(Nov//B//) + AV(Dec//B//) / 12 +
AV(Dec//B//) / 24
where AV(Month//B//) is equal to the beginning of month aggregate account value
of the Related Contracts listed above and AV(Month//E//) is equal to the end of
month aggregate account value of the Related Contracts listed above.
For partial calendar years AV(Month//B//) for months prior to the Effective Date
of treaty should be set equal to zero.
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 34
Addendum to
Automatic Reinsurance Agreement No. 99004
between
GE LIFE AND ANNUITY ASSURANCE COMPANY
(CEDING COMPANY)
and
AXA RE LIFE INSURANCE COMPANY
(REINSURER)
Effective February l, 1999, this Addendum is hereby attached to and becomes a
part of the above named Reinsurance Agreement. The following paragraph sets
forth the REINSURER's Parental Guarantee:
Whereas AXA Re', Paris, France, directly and indirectly, owns 100% of AXA
Re Life (the REINSURER), AXA Re' guarantees the full and prompt payment of
all of the REINSURER's contractual obligations under this Reinsurance
Agreement, plus all reasonable costs and expenses including attorney fees
paid by the CEDING COMPANY in enforcing this guarantee. This guarantee
shall be absolute, continuing and conditional only upon the contractual
terms of the Reinsurance Agreement.
This Addendum does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Addendum, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
GE LIFE AND ANNUITY ASSURANCE COMPANY, Richmond, Virginia
By: /s/ Illegible Date: Dec. 10, 1999
--------------------------------------------
Illegible, Vice President
Attest: /s/ Illegible
--------------------------------------------
Illegible, Sr. Vice President
AXA RE LIFE INSURANCE COMPANY, New York, New York
By: /s/ Xxxxxxx X. Xxxx Date: Illegible
--------------------------------------------
Xxxxxxx X. Xxxx, Senior Vice President & CUO
Attest: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Xxxxxxxxx Xxxxxxxx, Assistant Vice President
AXA RE' S. A., Paris, France
By: /s/ X. Xxxxxx Date: November 29, 1999
--------------------------------------------
X. Xxxxxx, SVP Life and Health
Attest:
--------------------------------------------
Name/Title
--------------------------------------------------------------------------------
Addendum to GE Life & Annuity Agreement No. 99004DB
Effective 2/1/99 Page 1 of 1
[LOGO] AXA CORPORATE SOLUTIONS
Xxxxx Xxxxxx
GE Financial Assurance
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
February 26, 2001
Dear Xxxxx:
This confirms that GE Life and Annuity Assurance Company ("Company") and AXA
Corporate Solutions Life Reinsurance Company ("AXA") have reached substantive
agreement for AXA to renew the new business facility for Automatic Reinsurance
Agreement No. 99004 for a two-year period commencing February 1, 2001 and ending
January 31, 2003. Thereafter, the new business facility may be renewed again by
mutual consent of the Company and AXA.
This document shall serve as evidence of the intent of the parties to use their
best efforts to conclude a definitive reinsurance amendment.
Accepted On Behalf Of
GE LIFE AND ANNUITY ASSURANCE
COMPANY
/s/ Xxxxx Xxxxxx
-----------------------------------
Name
SVP
Title
2/26/01
Date
Accepted On Behalf Of Accepted On Behalf Of
AXA CORPORATE SOLUTIONS AXA CORPORATE SOLUTIONS
LIFE REINSURANCE COMPANY LIFE REINSURANCE COMPANY
/s/ Illegible /s/ Xxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Name Name
SVP AVP
Title Title
26 February 2001 26 February 2001
Date Date
Amendment Xx. 0 xx
Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xx. 00000, Dated February 1, 1999
between
GE LIFE AND ANNUITY ASSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective May 22, 2001, this Amendment is hereby attached to and becomes a part
of the above named Reinsurance Agreement. It is mutually agreed that:
The GE Extra Credit Variable Annuity for Prudential is hereby added as a covered
product under the terms of this Agreement. Reinsurance premiums shall be the
same as described in the Agreement for the Extra Credit Variable Annuity. In
addition:
. Schedule A, Plans Reinsured, is hereby replaced by the attached
Schedule A to document the addition of the Prudential product.
. Schedule B, Investment Funds, is hereby replaced by the attached
Schedule B to document the fund offerings associated with the
Prudential product.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
GE LIFE AND ANNUITY ASSURANCE COMPANY
By: /s/ Xxxxx Xxxxxx Date: June 1, 2001
-------------------------------------------
Xxxxx Xxxxxx, SVP
Attest: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx X. Xxxxx, Vice President
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: 22 May 2001
-------------------------------------------
Xxxxxxx X. Xxxx, President
Attest: /s/ Xxxxx Xxxxxx
-------------------------------------------
Xxxxx Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB, Effective February l, 1999
Amendment No. 3, Effective May 22, 2001
Schedule A
Plans Reinsured
A. Quota-Share Percentage: 50%
B. GMDB Benefit Reinsured:
1. Extra Credit (includes Extra Credit for Prudential as of May 22, 2001)
. Basic Benefit to issue ages * = 80: Max Anniversary Value to
attained age 80, GMDB frozen thereafter
. Enhanced Benefit for issue ages * = 75: greater of Basic Benefit
and 6% Roll up to attained age 75 subject to 200% of net
considerations, GMDB frozen thereafter
2. No Surrender Charge - Freedom
. Basic Benefit 1 for issue ages 81-85:
Return of Net Consideration
. Basic Benefit 2 for issue ages * = 80:
One year Ratchet to attained age 80, GMDB frozen thereafter
C. Related Contracts:
. Extra Credit product (Policy Form P1152 1/99)
. No Surrender Charge product (Policy Form P1151 1/99)
* means Less Than
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB, Effective February 1, 1999
Amendment No. 3, Effective May 22, 2001
Schedule B
Investment Funds
Products: Extra Credit and Freedom
GE INVESTMENTS FUNDS, INC.
GEI S&P 500 INDEX
GEI MONEY MARKET
GEI TOTAL RETURN
GEI INTERNATIONAL EQUITIES
GEI REAL ESTATE SECURITIES
GEI MID-CAP VALUE EQUITY
GEI INCOME (12/29/97)
GEI US EQUITY (5/1/98)
GEI PREMIER GROWTH (5/3/99)
JANUS ASPEN SERIES
JAN BALANCED
JAN AGGRESSIVE GROWTH
JAN GROWTH
JAN WORLDWIDE GROWTH
JAN FLEXIBLE INCOME
JAN INTERNATIONAL GROWTH
JAN CAPITAL APPRECIATION
JAN GLOBAL TECHNOLOGY
JAN GLOBAL LIFE SCIENCES
FIDELITY FUNDS VIP & VIPII & VIPIII
FID VIP EQUITY-INCOME
FID VIP GROWTH
FID VIP OVERSEAS
FID VIPII ASSET MANAGER
FID VIPI1 CONTRAFUND
FID VIPIII GROWTH AND INCOME
FID VIPIII GROWTH OPPORTUNITIES
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME
OPP BOND
OPP AGGRESSIVE GROWTH (NAME CHANGE 5/1/98)
OPP CAPITAL APPRECIATION (NAME CHANGE 5/1/99)
OPP MULTIPLE STRATEGIES
FEDERATED INSURANCE SERIES
FED AMER LEADERS II
FED HIGH INCOME BOND II
FED UTILITY II
XXXXX AMERICAN FUND
ALG SMALL CAPITALIZATION
ALG GROWTH
XXXXXXX XXXXX FUND (NEW 5/1/98)
GSF GROWTH AND INCOME (5/1/98)
GSF MID CAP VALUE (5/1/98. NAME CHANGE 5/1/99
SALOMON BROTHERS (NEW 10/1/98)
XXX XXXXXXX INVESTORS (10/1/98)
XXX XXXXXXX TOTAL RETURN (10/1/98)
XXX XXXXXXX STRATEGIC BOND (10/1/98)
Page 1 of 3
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB, Effective February 1, 1999
Amendment No. 3, Effective May 22, 2001
Schedule B
Investment Funds
Products: "New" Extra Credit and "New" Freedom (Effective February 15, 2001)
GE INVESTMENTS FUNDS, INC.
GEI MID-CAP VALUE EQUITY
GEI MONEY MARKET
GEI PREMIER GROWTH
GEI S&P 500 INDEX
GEI SMALL-CAP VALUE EQUITY
GEI US EQUITY
GEI VALUE EQUITY
JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH
JAN BALANCED
JAN CAPITAL APPRECIATION
JAN GLOBAL TECHNOLOGY
JAN GROWTH
JAN INTERNATIONAL GROWTH
JAN GLOBAL LIFE SCIENCES
JAN WORLDWIDE GROWTH
FIDELITY FUNDS VIPIII
FID CONTRAFUND
FID EQUITY INCOME
FID GROWTH & INCOME
FID GROWTH
FID MID-CAP
AIM VARIABLE INSURANCE FUNDS, INC.
AIM CAPITAL APPRECIATION
AIM GROWTH
AIM VALUE
PIMCO
PIM FOREIGN BOND
PIM HIGH YIELD BOND
PIM TOTAL RETURN BOND
PIM LONG-TERM U.S. GOVERNMENT BOND
ALLIANCE
AVP GROWTH & INCOME
AVP PREMIER GROWTH
AVP QUASAR
FEDERATED INSURANCE SERIES
FED HIGH INCOME BOND
FED INTERNATIONAL SMALL COMPANY
MFS
MFS UTILITIES
MFS GROWTH
MFS GROWTH & INCOME
MFS NEW DISCOVERY
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES
OPP MAIN STREET GROWTH & INCOME
DREYFUS
DRF EMERGING MARKETS
DRF SOCIALLY RESPONSIBLE GROWTH
RYDEX
OTC 100
Page 2 of 3
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB, Effective February l, 1999
Amendment No. 3, Effective May 22, 2001
Schedule B
Investment Funds
Product: Extra Credit for Prudential (Effective May 22, 2001)
GE INVESTMENTS FUNDS, INC.
GEI MID-CAP VALUE EQUITY
GEI MONEY MARKET
GEI PREMIER GROWTH
GEI S&P 500 INDEX
GEI SMALL-CAP VALUE EQUITY
GEI US EQUITY
GEI VALUE EQUITY
JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH
JAN BALANCED
JAN CAPITAL APPRECIATION
JAN GLOBAL TECHNOLOGY
JAN WORLDWIDE GROWTH
JAN GLOBAL LIFE SCIENCES
FIDELITY FUNDS VIPIII
FID CONTRAFUND
FID EQUITY INCOME
FID GROWTH & INCOME
FID GROWTH
AIM VARIABLE INSURANCE FUNDS, INC.
AIM CAPITAL APPRECIATION
AIM VALUE
PIMCO
PIM FOREIGN BOND
PIM HIGH YIELD BOND
PIM TOTAL RETURN BOND
PIM LONG-TERM U.S. GOVERNMENT BOND
ALLIANCE
AVP GROWTH & INCOME
AVP PREMIER GROWTH
AVP QUASAR
FEDERATED INSURANCE SERIES
FED HIGH INCOME BOND
FED INTERNATIONAL SMALL COMPANY
MFS
MFS UTILITIES
MFS GROWTH
MFS GROWTH & INCOME
MFS NEW DISCOVERY
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES
OPP MAIN STREET GROWTH & INCOME
DREYFUS
DRF EMERGING MARKETS
DRF SOCIALLY RESPONSIBLE GROWTH
RYDEX
OTC 100
PRUDENTIAL
SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO
PRUDENTIAL XXXXXXXX PORTFOLIO
EQUITY PORTFOLIO
XX XXXXXXXX INTERNATIONAL GROWTH PORTFOLIO
Page 3 of 3
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB, Effective February 1, 1999
Amendment No. 3, Effective May 22, 2001
Amendment Xx. 0 xx
Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xx. 00000, Dated February 1, 1999
between
GE LIFE AND ANNUITY ASSURANCE COMPANY
(CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective February 1, 2001 (or as otherwise noted in Schedule B), this Amendment
is hereby attached to and becomes a part of the above named Reinsurance
Agreement. It is mutually agreed that:
. In accordance with the provisions of Article XVII, Duration of
Agreement, the new business facility of this Agreement is hereby
renewed, terms unchanged, for a two-(2) year period commencing
February 1, 2001 and ending January 31, 2003. Thereafter, the new
business facility may be renewed again by mutual consent of the CEDING
COMPANY and the REINSURER.
[Note: The "New" Extra Credit and "New" Freedom Variable Annuities are
covered under the same terms as exist for the current version of both
products.]
. Schedule A, Plans Reinsured, is hereby replaced by the attached
Schedule A. The maximum issue age for the Extra Credit Enhanced
Benefit is reduced to 75.
. Schedule B, Investment Funds, is hereby replaced by the attached
Schedule B to document additions, deletions or changes to the fund
offerings as noted.
. Exhibit I, Reinsurance Premiums, is hereby replaced by the attached
Exhibit I to delete the reinsurance premiums for age band 76-80 under
the Extra Credit, Alternative B, Enhanced Benefit.
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
GE LIFE AND ANNUITY ASSURANCE COMPANY
By: /s/ Xxxxx Xxxxxx Date: April 18, 2001
----------------------------------------
Xxxxx Xxxxxx, SVP
Attest: /s/ Illegible
----------------------------------------
Illegible, VP
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: April 09, 2001
----------------------------------------
Xxxxxxx X. Xxxx, President
Attest: /s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx, Assistant Vice President
Attest: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Assistant Vice President
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 2, Effective 2/1/01
Schedule A
Plans Reinsured
A. Quota-Share Percentage: 50%
B. GMDB Benefit Reinsured:
1. Extra Credit
. Basic Benefit to issue ages * = 80: Max Anniversary Value to
attained age 80, GMDB frozen thereafter
. Enhanced Benefit for issue ages * = 75: greater of Basic Benefit
and 6% Roll up to attained age 75 subject to 200% of net
considerations, GMDB frozen thereafter
2. No Surrender Charge - Freedom
. Basic Benefit 1 for issue ages 81-85:
Return of Net Consideration
. Basic Benefit 2 for issue ages * = 80:
One year Ratchet to attained age 80, GMDB frozen thereafter
C. Related Contracts:
. Extra Credit product (Policy Form P1152 1/99)
. No Surrender Charge product (Policy Form P1151 1/99)
* means Less Than
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 2, Effective 2/1/01
Schedule B
Investment Funds
Products: Extra Credit and Freedom
GE INVESTMENTS FUNDS, INC.
GEI S&P 500 INDEX
GEI MONEY MARKET
GEI TOTAL RETURN
GEI INTERNATIONAL EQUITIES
GEI REAL ESTATE SECURITIES
GEI MID-CAP VALUE EQUITY
GEI INCOME (12/29/97)
GEI US EQUITY (5/1/98)
GEI PREMIER GROWTH (5/3/99)
JANUS ASPEN SERIES
JAN BALANCED
JAN AGGRESSIVE GROWTH
JAN GROWTH
JAN WORLDWIDE GROWTH
JAN FLEXIBLE INCOME
JAN INTERNATIONAL GROWTH
JAN CAPITAL APPRECIATION
JAN GLOBAL TECHNOLOGY
JAN GLOBAL LIFE SCIENCES
FIDELITY FUNDS VIP & VIPII & VIPIII
FID VIP EQUITY-INCOME
FID VIP GROWTH
FID VIP OVERSEAS
FID VIPII ASSET MANAGER
FID VIPII CONTRAFUND
FID VIPIII GROWTH AND INCOME
FID VIPIII GROWTH OPPORTUNITIES
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME
OPP BOND
OPP AGGRESSIVE GROWTH (NAME CHANGE 5/1/98)
OPP CAPITAL APPRECIATION (NAME CHANGE 5/1/99)
OPP MULTIPLE STRATEGIES
FEDERATED INSURANCE SERIES
FED AMER LEADERS II
FED HIGH INCOME BOND II
FED UTILITY II
XXXXX AMERICAN FUND
ALG SMALL CAPITALIZATION
ALG GROWTH
XXXXXXX XXXXX FUND (NEW 5/1/98)
GSF GROWTH AND INCOME (5/1/98)
GSF MID CAP VALUE (5/1/98. NAME CHANGE 5/1/99
SALOMON BROTHERS (NEW 10/1/98)
XXX XXXXXXX INVESTORS (10/1/98)
XXX XXXXXXX TOTAL RETURN (10/1/98)
XXX XXXXXXX STRATEGIC BOND (10/1/98)
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 2, Effective 2/1/01
Schedule B
Investment Funds
Products: "New" Extra Credit and "New" Freedom (Effective February 15, 2001)
GE INVESTMENTS FUNDS, INC.
GEI MID-CAP VALUE EQUITY
GEI MONEY MARKET
GEI PREMIER GROWTH
GEI S&P 500 INDEX
GEI SMALL-CAP VALUE EQUITY
GEI US EQUITY
GEI VALUE EQUITY
JANUS ASPEN SERIES
JAN AGGRESSIVE GROWTH
JAN BALANCED
JAN CAPITAL APPRECIATION
JAN GLOBAL TECHNOLOGY
JAN GROWTH
JAN INTERNATIONAL GROWTH
JAN GLOBAL LIFE SCIENCES
JAN WORLDWIDE GROWTH
FIDELITY FUNDS VIPIII
FID CONTRAFUND
FID EQUITY INCOME
FID GROWTH & INCOME
FID GROWTH
FID MID-CAP
AIM VARIABLE INSURANCE FUNDS, INC.
AIM CAPITAL APPRECIATION
AIM GROWTH
AIM VALUE
PIMCO
PIM FOREIGN BOND
PIM HIGH YIELD BOND
PIM TOTAL RETURN BOND
PIM LONG-TERM U.S. GOVERNMENT BOND
ALLIANCE
AVP GROWTH & INCOME
AVP PREMIER GROWTH
AVP QUASAR
FEDERATED INSURANCE SERIES
FED HIGH INCOME BOND
FED INTERNATIONAL SMALL COMPANY
MFS
MFS UTILITIES
MFS GROWTH
MFS GROWTH & INCOME
MFS NEW DISCOVERY
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP GLOBAL SECURITIES
OPP MAIN STREET GROWTH & INCOME
DREYFUS
DRF EMERGING MARKETS
DRF SOCIALLY RESPONSIBLE GROWTH
RYDEX
OTC 100
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 2, Effective 2/1/01
Exhibit I
Reinsurance Premiums
"Extra Credit" Issue Reinsurance Guaranteed
Alternative A (Issue Ages 0-65) Ages Premiums Maximum
-------------------------------------------------------------------
Basic Benefit 0-45 7.0 16.0
46-65 19.5 41.0
Enhanced Benefit 0-45 12.25 26.5
46-65 38.0 78.0
-------------------------------------------------------------------
"Extra Credit"
Alternative B (Issue Ages 66-80)
-------------------------------------------------------------------
Basic Benefit 66-75 36.0 74.0
76-80 45.0 92.0
Enhanced Benefit 66-75 67.0 136.0
-------------------------------------------------------------------
"No Surrender Charge"
Alternative B
-------------------------------------------------------------------
Basic Benefit 1 81-85 56.0 114.0
Basic Benefit 2 0-45 6.75 15.5
46-65 17.0 36.0
66-75 39.0 80.0
76-80 50.0 102.0
-------------------------------------------------------------------
*The current premium rate shall be in effect for a minimum of twenty (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.
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 2, Effective 2/1/01
Amendment No. 1 to
Automatic Reinsurance Agreement No. 99004
between
GE LIFE AND ANNUITY ASSURANCE COMPANY
(Ceding Company)
and
AXA RE LIFE INSURANCE COMPANY
(Reinsurer)
Effective May 1, 2000, this Amendment is hereby attached to and becomes a part
of the above named Reinsurance Agreement. The following item has been changed:
Schedule B - Investment Funds - Is replaced by the attached Schedule B
adding two new funds:
. Janus Global Technology Fund
. Janus Global Life Sciences Fund
This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
GE LIFE AND ANNUITY ASSURANCE COMPANY, Richmond, Virginia
By: /s/ Illegible Date: May 10, 2000
-----------------------------------------
Illegible, Sr. VP Risk
Attest: /s/ Illegible
-----------------------------------------
Name/Title
AXA RE LIFE INSURANCE COMPANY, New York, New York
By: /s/ Xxxxxxx X. Xxxx Date: May 9, 2000
-----------------------------------------
Xxxxxxx X. Xxxx, President
Attest: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxxxxx Xxxxxxxx, Vice President
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 1, Effective 5/1/00
Schedule B - Investment Funds
(continued)
XXXXXXX XXXXX FUND (NEW 5/1/98)
(5/1/98) GSF GROWTH AND INCOME XXX X0X GCG
(5/1/98) GSF MID CAP VALUE (name change 5/1/99) GBM G2M GCM
SALOMON BROTHERS (NEW 10/1/98)
(10/1/98) XXX XXXXXXX INVESTORS SBI S2I SCI
(10/1/98) XXX XXXXXXX TOTAL RETURN SBR S2R SCR
(10/1/98) XXX XXXXXXX STRATEGIC XXXX XXX X0X SCB
SA4 SA4 SA5 NY SA4 SA4
GE INVESTMENTS FUNDS, INC. CVA CVA+ 401K CVA+ EC FREEDOM
GEI S&P 500 INDEX VD1 V41 VE1 V71 VH1 VII
GEI XXXXX XXXXXX XX0 X00 XX0 X00 XX0 XX0
XXX XXXXX XXXXXX XX0 X00 XX X00 XX0 XX0
XXX INTERNATIONAL EQUITIES VD5 V45 VE5 V75 VH5 VI5
GEI XXXX XXXXXX XXXXXXXXXX XX0 X00 XX0 X00 XX0 XX0
GE] GLOBAL INCOME VD7 V47 VE7 V77 N/A N/A
GEI VALUE EQUITY VD8 V48 VE8 V78 VH8 VI8
12/12/97 GEI INCOME VD9 V49 NA V79 VH9 VI9
(5/1/98) GEI US EQUITY VDA V4A VEA V7A VHA VIA
(5/3/99) GEI PREMIER GROWTH VDB V4B NA VHB VIB
JANUS ASPEN SERIES
JAN BALANCED JDB J4B XXX J7B JHB JIB
JAN AGGRESSIVE GROWTH JDC J4C JEC J7C JHC JIC
JAN GROWTH JDD J4D XXX J7D JHD JID
JAN WORLDWIDE GROWTH JDE J4E JEE J7E JHE JIE
JAN FLEXIBLE INCOME JDF J4F JEF J7F JHF JIF
JAN INTERNATIONAL GROWTH JDI J41 JEI J7I JHI JII
JAN CAPITAL APPRECIATION JDK J4K JEK J7K JHK JIK
JAN GLOBAL TECHNOLOGY FUND
JAN GLOBAL SCIENCES FUND
FIDELITY FUNDS VIP & VIPII & VIPIII
FID VIP EQUITY-INCOME FDC F4C NA F7C FHC FIC
FID VIP GROWTH FDD F4D NA F7D FHD FID
FID VIP OVERSEAS FDE F4E NA F7E FHE FIE
FID VIPII ASSET MANAGER FDI F41 NA F71 FHI FII
FID VIPII CONTRAFUND FDJ F4J NA F7J FHJ FIJ
FID VIPIII GROWTH and INCOME FDO F40 NA F70 FHO FIO
FID VIPIII GROWTH OPP FDP F4P NA F7P FHP FIP
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME ODB 04B OEB 07B OHB OIB
OPP BOND ODC 04C OEC 07C OHC OIC
OPP AGGRESSIVE GROWTH(name change 5/1/98) ODD 04D OED 07D OHD OID
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 1, Effective 5/1/00 Revised Page 28
Schedule B - Investment Funds
(continued)
OPP CAPITAL APPRECIATION name change 5/1/99 ODE O4E OEE O7E OHE OIE
OPP MULTI STRATEGIES ODF O4F OEF O7F OHF OIF
FEDERATED INSURANCE SERIES
FED AMER LEADERS II XXX 14A IEA 17A IHA IIA
FED HIHH INC BOND II IDB 14B IEB 17B IHB IIB
FED UTILITY II IDE 14E IEE 17E IHE IIE
XXXXX AMERICAN FUND
ALG SMALL CAPITALIZATION ADF A4F AEF A7F AHF AIF
ALG GROWTH ADG A4G AEG A7G AHG AIG
PILGRIM XXXXXX - PBHG INSURANCE SERIES FUND, INC.
PIL LARGE CAP GROWTH PDC P4C PEC P7C N/A N/A
PIL GROWTH II PDG P4G PEG P7G N/A N/A
INVESTMENT FAMILY/FUND/SUBDIVISION ABBREVIATION BY PRODUCT
SA4 SA4 SA5 NY EC
FIDELITY ADVISOR FUNDS
FID ADV EQUITY INCOME FEK
FID ADV EQUITY GROWTH FEL
FID ADV GROWTH OPPORTUNITIES FEM
FID ADV INCOME & GROWTH XXX
XXXXXXX XXXXX FUND (NEW 5/1/98)
(5/1/98) GSF GROWTH AND INCOME GDG G4G N/A G7G GHG GIG
(5/1/98) GSF MID CAP VALUE(name change 5/1/99) GDM X0X X/X X0X GHM XXX
XXXXXXX BROTHERS (NEW 10/1/98)
(10/1/98) XXX XXXXXXX XXXXXXXXX XXX X0X N/A SHI SII
(10/1/98) XXX XXXXXXX TOTAL RETURN SDR S4R N/A SHR SIR
(10/1/98) XXX XXXXXXX STRATEGIC BOND SDB S4B N/A SHB SIB
--------------------------------------------------------------------------------
GE Life & Annuity Agreement No. 99004DB
Amendment No. 1, Effective 5/1/00 Revised Page 29
[LOGO] AXA RE
LIFE
December 7, 1999
VIA FEDERAL EXPRESS
Xx. Xxxx X. Xxxx
Vice President
GE Life and Annuity Assurance Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxx:
Further to my letter of December 2nd, enclosed you will find three copies of the
AXA Reassurance S.A. Paris, Guarantee Agreement, which should have been attached
to the Addendum to Agreement No. 99004. My apologies for the oversight.
If you have any questions, please call me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxxxx Xxxxxxxx
----------------------------
Xxxxxxxxx Xxxxxxxx
Assistant Vice President
/jh
Encl.
cc: File\99004DB
AXA RE LIFE INSURANCE COMPANY
Home Xxxxxx & Xxxxxxxxxxxxxx Xxxxxx
00 Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone (000) 000-0000 Fax: (000) 000-0000
Production & Underwriting Xxxxxx 000 Xxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000
Telephone: (000) 000-0000 Fax: (000) 000-0000
[LOGO] AXA RE
GUARANTEE AGREEMENT
Agreement, dated October 21, 1999, between AXA Reassurance S.A. ("AXA Re") and
AXA RE LIFE INSURANCE COMPANY ("AXA Re Life").
WITHNESSETH
Whereas AXA Re directly and indirectly owns 100% of AXA Re Life; and
Whereas AXA Re Life desires to be awarded a satisfactory claims paying ability
rating from appropriate rating agencies ; and
Whereas the corporate interest of AXA Re will be enhanced by entering into this
Guarantee Agreement.
Whereas this guarantee agreement supersedes the Guarantee agreement dated
February 1,1997 between AXA Re and AXA Re Life;
Now, therefore, the parties agree as follows:
l. GUARANTEE
In consideration of the foregoing and for other valuable consideration, the
receipt of which is hereby acknowledged, AXA Re unconditionally guarantees
to AXA Re Life on behalf of and for the benefit and in the name of AXA Re
Life and owners of insurance and reinsurance contracts issued by AXA Re
Life that it will, upon AXA Re Life's written demand, make funds available
in cash to AXA Re Life for the timely payment of contractual claims made
under insurance and reinsurance contracts issued by AXA Re Life during the
term of this Agreement (the "Contracts"). In the event, AXA Re Life cannot
respond within a reasonable time, the holders of insurance or reinsurance
contracts can proceed directly against AXA Re. This agreement is not, and
nothing herein contained or done pursuant hereto by AXA Re shall be deemed
to constitute , a direct or other indirect guarantee by AXA Re of the
payment of any debt or other obligation, indebtedness or liability, or any
kind of character whatsoever, of AXA Re Life except as provided in this
Section I.
2. OBLIGATIONS UNCONDITIONAL
The obligations of AXA Re under this Guarantee are unconditional to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or
equitable discharge of a surety or guarantor, it being the intent of this
Guarantee that the Obligations of AXA Re hereunder shall be absolute and
unconditional under any circumstances and shall not be discharged except by
payment. AXA Re hereby expressly waives diligence, presentment, notice of
acceptance and any requirement that AXA Re Life exhaust any right, power or
remedy or proceed against any obligor. The obligations of AXA Re under the
Guarantee Agreement are enforceable notwithstanding the invalidity of the
underlying Contract. It is understood that AXA Re shall have no obligation
to make any payment hereunder should AXA Re Life have no payment obligation
under the terms of any Contract which AXA Re Life had not duly performed.
3. REINSTATEMENT
This Guarantee shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of AXA Re Life is rescinded or
must be otherwise restored whether as result of any proceedings in
bankruptcy, insolvency, reorganization, other similar laws or otherwise.
4. SUBROGATION
AXA Re hereby unconditionally agrees that until the payment and
satisfaction in full of all Contracts payments guaranteed hereby, it shall
not exercise any right or remedy arising by reason of any performance, by
it of this Guarantee, whether by subrogation or otherwise, against AXA Re
Life. Nothing in this clause or in this Guarantee shall prevent AXA Re from
exercising any remedies or rights in order to safeguard and/or otherwise
preserve and/or maintain any such subrogation or other rights in all or in
part.
5. REMEDIES
AXA Re agrees that as to it on the one hand, and Contract owners on the
other hand, the obligations of AXA Re Life guaranteed hereunder may be
declared to be forthwith due and payable at the maturity dates as provided
in the Contracts notwithstanding any stay provided for by any applicable
laws regarding insolvency, bankruptcy, reorganization or similar concept,
preventing such declaration is against AXA Re Life and that, in the event
of any such declaration, such obligations (whether or not due and payable
by AXA Re Life) shall forthwith become due and payable by AXA Re Life, for
purposes of this Guarantee.
6. PAYMENTS
All payments to be made by AXA Re hereunder shall be made in whatever
currency called for in the underlying Contracts. If AXA Re determines in
good faith that by reason, inter alia, of supervening national or
international financial, political or economic conditions, currency
availability or exchange control it is impracticable for AXA Re to make
such payments in the relevant currency (ies) in the ordinary course of
business in the international interbank market, then such as payment shall
be denominated in French Francs.
AXA Re shall act in a reasonable manner and in good faith to ensure that
the holder of a Contract receives the amount of French Francs necessary to
purchase the amount of contractual currency due (taking into account the
cost of exchanging the Francs into the contractual currency).
7. NO WAIVER
No failure on the part of AXA Re Life to exercise, no delay in exercising,
and no course of dealing with respect to, any right or remedy hereunder
will operate as a waiver thereof, nor will any single or partial exercise
of any right or remedy hereunder preclude any other further exercise
thereof or the exercise of any other right or remedy.
8. CONTINUING EFFECT: ASSIGNMENT
This Guarantee is a continuing guarantee and shall come into force as of
the date hereof. It (i) shall apply to all Contracts issued by AXA Re Life
during the term of this agreement (ii) shall remain in full force and
effect until payment in full of contractual liabilities under Contracts,
(iii) shall be binding upon the Guarantor, their successors and assigns,
and, (iv) shall inure to the sole benefit of, and be enforceable by, AXA Re
Life and its successors. Accordingly, it may not be relied upon by any
other person or for any other purpose and may not be used circulated,
quoted or otherwise referred to for any other purpose, with the exception
of appropriate rating agencies which could rely on it to award a claims
paying ability rating to AXA Re Life.
9. AMENDMENT, MODIFICATION OR TERMINATION
This Guarantee may not be amended or modified provided, however, AXA Re may
terminate its obligation hereunder by giving written notice of such
termination to AXA Re Life at least thirty (30) days prior to such
termination (the "Termination Date"). This Guarantee shall also terminate
immediately as of the day AXA Re does
no longer control directly or indirectly AXA Re Life ; provided, however
AXA Re will provide at least 30 days written notice to A.M. Best Company,
Inc. of such change prior to termination. For the purpose of this Section
9, the expression "control" above means the fact to own as legal and
beneficial owner, either directly or indirectly 50 % (fifty percent) or
more of the combined voting rights or power, all rights to dividends of all
classes of shares during a shareholders meeting of a company or legal
entity. Such notice shall also be provided to A.M. Best, which will also be
provided thirty (30) days written notice of any amendment or modification.
Such termination shall not affect the Guarantor's continuing liability with
respect to all contracts issued prior to the Termination Date.
10. GOVERNING LAW
This Guarantee is a guarantee of payment and not of collection, and shall
be governed by and construed in accordance with the laws of Republic of
France.
11. COUNTERPARTS
This Guarantee may be executed in any number of counterparts and each to
such counterparts shall for all purposes be deemed to be an original; and
all such counterparts shall together constitute but one and the same
Guarantee.
12. RANK
The obligations of AXA Re under the Guarantee Agreement will rank equally
with all other unsecured indebtedness of AXA Re, whether now or hereafter
outstanding, which is not contractually subordinated to such obligations.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
AXA RE AXA RE Life
/s/ Xxxx Xxxxx /s/ Xxxxxx XXXXXXXXXX III
------------------------------- -----------------------------------------
By: Xxxx-Xxxxx XXXXX By: Xxxxxx XXXXXXXXXX III
President-Directeur general
Accepted by AXA Re Life for the benefit
and in the name of the owners of
insurance and reinsurance contracts
issued by AXA Re Life.
[LOGO] AXA RE
GUARANTEE AGREEMENT
Agreement, dated October 21, 1999, between AXA Reassurance S.A. ("AXA Re") and
AXA RE LIFE INSURANCE COMPANY ("AXA Re Life").
WITHNESSETH
Whereas AXA Re directly and indirectly owns 100% of AXA Re Life; and
Whereas AXA Re Life desires to be awarded a satisfactory claims paying ability
rating from appropriate rating agencies ; and
Whereas the corporate interest of AXA Re will be enhanced by entering into this
Guarantee Agreement.
Whereas this guarantee agreement supersedes the Guarantee agreement dated
February 1, 1997 between AXA Re and AXA Re Life;
Now, therefore, the parties agree as follows:
l. GUARANTEE
In consideration of the foregoing and for other valuable consideration, the
receipt of which is hereby acknowledged, AXA Re unconditionally guarantees
to AXA Re Life on behalf of and for the benefit and in the name of AXA Re
Life and owners of insurance and reinsurance contracts issued by AXA Re
Life that it will, upon AXA Re Life's written demand, make funds available
in cash to AXA Re Life for the timely payment of contractual claims made
under insurance and reinsurance contracts issued by AXA Re Life during the
term of this Agreement (the "Contracts"). In the event, AXA Re Life cannot
respond within a reasonable time, the holders of insurance or reinsurance
contracts can proceed directly against AXA Re. This agreement is not, and
nothing herein contained or done pursuant hereto by AXA Re shall be deemed
to constitute , a direct or other indirect guarantee by AXA Re of the
payment of any debt or other obligation, indebtedness or liability, or any
kind of character whatsoever, of AXA Re Life except as provided in this
Section I.
2. OBLIGATIONS UNCONDITIONAL
The obligations of AXA Re under this Guarantee are unconditional to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or
equitable discharge of a surety or guarantor, it being the intent of this
Guarantee that the Obligations of AXA Re hereunder shall be absolute and
unconditional under any circumstances and shall not be discharged except by
payment. AXA Re hereby expressly waives diligence, presentment, notice of
acceptance and any requirement that AXA Re Life exhaust any right, power or
remedy or proceed against any obligor. The obligations of AXA Re under the
Guarantee Agreement are enforceable notwithstanding the invalidity of the
underlying Contract. It is understood that AXA Re shall have no obligation
to make any payment hereunder should AXA Re Life have no payment obligation
under the terms of any Contract which AXA Re Life had not duly performed.
3. REINSTATEMENT
This Guarantee shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of AXA Re Life is rescinded or
must be otherwise restored whether as result of any proceedings in
bankruptcy, insolvency, reorganization, other similar laws or otherwise.
4. SUBROGATION
AXA Re hereby unconditionally agrees that until the payment and
satisfaction in full of all Contracts payments guaranteed hereby, it shall
not exercise any right or remedy arising by reason of any performance, by
it of this Guarantee, whether by subrogation or otherwise, against AXA Re
Life. Nothing in this clause or in this Guarantee shall prevent AXA Re from
exercising any remedies or rights in order to safeguard and/or otherwise
preserve and/or maintain any such subrogation or other rights in all or in
part.
5. REMEDIES
AXA Re agrees that as to it on the one hand, and Contract owners on the
other hand, the obligations of AXA Re Life guaranteed hereunder may be
declared to be forthwith due and payable at the maturity dates as provided
in the Contracts notwithstanding any stay provided for by any applicable
laws regarding insolvency, bankruptcy, reorganization or similar concept,
preventing such declaration is against AXA Re Life and that, in the event
of any such declaration, such obligations (whether or not due and payable
by AXA Re Life) shall forthwith become due and payable by AXA Re Life, for
purposes of this Guarantee.
6. PAYMENTS
All payments to be made by AXA Re hereunder shall be made in whatever
currency called for in the underlying Contracts. If AXA Re determines in
good faith that by reason, inter alia, of supervening national or
international financial, political or economic conditions, currency
availability or exchange control it is impracticable for AXA Re to make
such payments in the relevant currency (ies) in the ordinary course of
business in the international interbank market, then such as payment shall
be denominated in French Francs.
AXA Re shall act in a reasonable manner and in good faith to ensure that
the holder of a Contract receives the amount of French Francs necessary to
purchase the amount of contractual currency due (taking into account the
cost of exchanging the Francs into the contractual currency).
7. NO WAIVER
No failure on the part of AXA Re Life to exercise, no delay in exercising,
and no course of dealing with respect to, any right or remedy hereunder
will operate as a waiver thereof, nor will any single or partial exercise
of any right or remedy hereunder preclude any other further exercise
thereof or the exercise of any other right or remedy.
8. CONTINUING EFFECT : ASSIGNMENT
This Guarantee is a continuing guarantee and shall come into force as of
the date hereof. It (i) shall apply to all Contracts issued by AXA Re Life
during the term of this agreement (ii) shall remain in full force and
effect until payment in full of contractual liabilities under Contracts,
(iii) shall be binding upon the Guarantor, their successors and assigns,
and, (iv) shall inure to the sole benefit of, and be enforceable by, AXA Re
Life and its successors. Accordingly, it may not be relied upon by any
other person or for any other purpose and may not be used circulated,
quoted or otherwise referred to for any other purpose, with the exception
of appropriate rating agencies which could rely on it to award a claims
paying ability rating to AXA Re Life.
9. AMENDMENT, MODIFICATION OR TERMINATION
This Guarantee may not be amended or modified provided, however, AXA Re may
terminate its obligation hereunder by giving written notice of such
termination to AXA Re Life at least thirty (30) days prior to such
termination (the "Termination Date"). This Guarantee shall also terminate
immediately as of the day AXA Re does
no longer control directly or indirectly AXA Re Life ; provided, however
AXA Re will provide at least 30 days written notice to A.M. Best Company,
Inc. of such change prior to termination. For the purpose of this Section
9, the expression "control" above means the fact to own as legal and
beneficial owner, either directly or indirectly 50 % (fifty percent) or
more of the combined voting rights or power, all rights to dividends of all
classes of shares during a shareholders meeting of a company or legal
entity. Such notice shall also be provided to A.M. Best, which will also be
provided thirty (30) days written notice of any amendment or modification.
Such termination shall not affect the Guarantor's continuing liability with
respect to all contracts issued prior to the Termination Date.
10. GOVERNING LAW
This Guarantee is a guarantee of payment and not of collection, and shall
be governed by and construed in accordance with the laws of Republic of
France.
11. COUNTERPARTS
This Guarantee may be executed in any number of counterparts and each to
such counterparts shall for all purposes be deemed to be an original ; and
all such counterparts shall together constitute but one and the same
Guarantee.
12. RANK
The obligations of AXA Re under the Guarantee Agreement will rank equally
with all other unsecured indebtedness of AXA Re, whether now or hereafter
outstanding, which is not contractually subordinated to such obligations.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
AXA RE AXA Re Life
/s/ Xxxx-Xxxxx XXXXX /s/ Xxxxxx Xxxxxxxxxx III
---------------------------- -------------------------
By: Xxxx-Xxxxx XXXXX By: Xxxxxx XXXXXXXXXX III
President-Directeur general
Accepted by AXA Re Life for the
benefit and in the name of the
owners of insurance and reinsurance
contracts issued by AXA Re Life.
[LOGO] AXA CORPORATE SOLUTIONS
Xxxxx Xxxxxxx, FLMI
Assistant Vice President
Reinsurance Solutions - Treaty Services
Phone (000) 000-0000
Fax (000) 000-0000
xxxxx.xxxxxxx@xxx-xxxxxxxxxxxxxxxxxx.xxx
LIFE, HEALTH & ANNUITY REINSURANCE
July 23, 2002
Via Federal Express No. 82315 7375 8246
Mr. Xxxxx Xxxxxx
Senior Vice President, Risk
GE Life and Annuity Assurance Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx,
This letter concerns the Variable Annuity GMDB new business facility open to GE
Life and Annuity Assurance Company through January 31, 2003, under Reinsurance
Agreement No. 99004 dated February 1, 1999.
We find that AXA Corporate Solutions will not be able to offer a renewal of this
new business facility. Therefore, in accordance with the termination provisions
set forth under Article XX, Duration of Agreement and Facility, AXA Corporate
Solutions hereby provides you with 180 days prior written notification of our
intent to terminate Agreement No. 99004 for new business as of January 31, 2003.
AXA Corporate Solutions has valued the GE Financial Group as our business
partner, and we regret that we will no longer be able to provide you with this
reinsurance facility. Please call our underwriter, Xxxxxxx Xxxxxxxx, if you have
any questions.
This letter is sent in duplicate original for acknowledgement of receipt and
countersignature. Kindly secure signatures on behalf of GE Life and Annuity,
retain one original for filing in your copy of the Agreement and return one
original to AXA for filing. Thank you.
Signed for AXA Corporate Solutions Life Reinsurance Company:
/s/ Xxxxxxx X. Xxxx /s/ Xxxxx Xxxxxxx
-------------------------------- ---------------------------------------
Xxxxxxx X. Xxxx, President & CUO Xxxxx Xxxxxxx, Assistant Vice President
Signed for GE Life and Annuity Assurance Company:
/s/ Xxxxx X. Xxxxxx /s/ Illegible
-------------------------------------- --------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President Vice President
cc: X. Xxxxxxxx
AXA Corporate Solutions Life Reinsurance Company
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000 Fax: (000) 000-0000
