Exhibit 1 (IX A. 8)
GUARANTY
GUARANTY given by THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
("Guarantor") the sole shareholder of INTEGRITY LIFE INSURANCE COMPANY
("Integrity Life") to the policyholders of Integrity Life Insurance Company.
RECITALS
Integrity Life has outstanding insurance policies and annuity contracts
and contemplates issuing additional insurance policies and annuity contracts in
the future under which it will incur obligations to policyholders and contract
holders (collectively the "Policyholder Obligations").
The undersigned believes that it is in its best interest and the best
interest of Integrity Life to guarantee the present and future Policyholder
Obligations of Integrity Life.
It is therefore agreed:
1. Obligation. The Guarantor hereby absolutely and unconditionally
guarantees the payment of all Policyholder Obligations of
Integrity Life whether heretofore or hereafter incurred, subject
to the termination provisions set forth below in Section 2. In
the event that Integrity Life is unable to pay any Policyholder
Obligations within 30 days after the same shall become due,
subject to any policy or contract provision permitting payment
extensions, the Guarantor agrees to pay such obligations on
demand without any deduction for any claim of setoff or
counterclaim not provided for in the policy or contract.
2. Termination. This Guaranty shall terminate as to all
Policyholder Obligations in the event that a majority of the
common stock of Integrity Life is no longer directly or
indirectly held by the Guarantor or an entity that is a majority
owned subsidiary of the Guarantor. The Guarantor may terminate
or modify this Guaranty at any time; provided, that such
termination shall not relieve the Guarantor from its obligations
under this Guaranty with respect to Policyholder Obligations
incurred by Integrity Life prior to the date of termination.
3. Subordination of Subrogation Rights. Guarantor subordinates to
all Policyholder Obligations any and all claims which Guarantor
has or may have against Integrity Life by reason of subrogation
for payments or performance under this Guaranty. The Guarantor
agrees not to assert any such claim which it has or may have
against Integrity Life until such time as the Policyholder
Obligations guaranteed by Guarantor are fully satisfied.
4. Recapture of Payments. This Guaranty shall not be discharged by
any payment made by Integrity Life to a policyholder where,
because of the insolvency of Integrity Life, such payment is
returned to Integrity Life as a result of legal proceedings
brought by the rehabilitator of Integrity Life.
5. Waiver. The Guarantor waives notice of acceptance of this
Guaranty, and further waives protest, presentment, demand for
payment, notice of default or nonpayment, notice of dishonor and
marshalling assets.
6. Defenses. Guarantor shall have all of the defenses of Integrity
Life to the Policyholder Obligations, except defenses relating
to the laws governing the insolvency or rehabilitation of
insurance companies. However, Guarantor waives any defense that
would normally release a guarantor from a guaranty.
7. Modification. Subject to Section 2 hereof, this Guaranty may not
be modified without the consent of the policyholders whose
policies are covered by this Guaranty.
8. Successors. This Guaranty shall be binding upon the Guarantor
and its successors and assigns.
9. Controlling Law. This Guaranty shall be governed by and
construed according to the laws of the State of Ohio.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
March 3, 2000.
THE WESTERN AND SOUTHERN
LIFE INSURANCE COMPANY
/s/ X. X. Xxxxxx
By ______________________________
X. X. Xxxxxx,
Xx. Vice President
/s/ Xxxxxx X. Xxxxxx
By ______________________________
Xxxxxx X. Xxxxxx, Vice President
and Comptroller
