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EXHIBIT 10.46
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JANUARY 1998 AMENDMENT TO
THE AMENDED AND RESTATED
ADVISORY AGREEMENT
THIS AMENDMENT ("Amendment") to the Amended and Restated Advisory Agreement
is entered into on the 1st day of January, 1998, between LIFE REASSURANCE
CORPORATION OF AMERICA, a Connecticut stock insurance corporation formerly known
as General Reassurance Corporation (the "Company") and CONSECO CAPITAL
MANAGEMENT, INC., a Delaware corporation (the "Adviser").
WHEREAS, the Company and the Adviser are parties to the Amended and
Restated Advisory Agreement, originally dated November 16, 1988 and amended as
of October 1, 1993, December 15, 1994, May 31, 1995, and September 15, 1996 (the
"Agreement"); and
WHEREAS, the Company and the Adviser now desire to amend the compensation
provision of the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
A. The Adviser and the Company agree to amend Section 7 of the Agreement
in its entirety to read as follows:
7. Compensation. For the services to be rendered by the Adviser as
provided in this Agreement, the Company will pay to the Adviser a quarterly
fee equal to: (i) 0.02% of the total market value of the investable assets
in the Designated Portfolio as of the end of the most recent fiscal quarter
for the first $1 billion in the Designated Portfolio; (ii) 0.0125% of the
total market value of the investable assets in the Designated Portfolio as
of the end of the most recent fiscal quarter for the next $2 billion in the
Designated Portfolio; and (iii) 0.01% of the total market value of the
investable assets in the Designated Portfolio as of the end of the most
recent fiscal quarter for all amounts in excess of $3 billion in the
Designated Portfolio. If the combined quarterly fee payable to the Adviser
by the Company under this Agreement and under that Certain Agreement
between the Adviser and The Mutual Life Insurance Company of New York,
dated effective May 25, 1994 (the "MONY Agreement"), is less than $100,000,
then the Company agrees to pay the Adviser a combined quarterly fee under
this Agreement and the MONY Agreement of $100,000. Such quarterly fee will
be payable in advance within ten (10) business days after the last day of
each fiscal quarter.
B. This Amendment will become effective on January 1, 1998 and the amended
compensation provision will apply to payments of compensation made after such
date.
C. This Amendment may be executed simultaneously in any number of
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first written above.
LIFE REASSURANCE CORPORATION OF
AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx,
Vice Chairman of the Board
and Chief Investment Officer
CONSECO CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President/CEO
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