Exhibit 10.1
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") entered into by and between
Allstate Life Insurance Company ("Allstate Life" or "ADMINISTRATOR" ) and
Lincoln Benefit Life Company ("COMPANY"), as of the date below. This Agreement,
the terms of this Agreement, and compensation hereunder paid in accordance with
the Administrative Fee Schedule shall apply and be limited solely to that
business submitted through Interactive Insurance Services. This Agreement is
entered into by the parties hereto for the purpose of defining the
ADMINISTRATOR'S role and responsibilities with respect to the service it shall
provide the COMPANY and Interactive Insurance Services. The provisions stated in
all supplements are a part of this Agreement.
AUTHORITY
The ADMINISTRATOR is authorized to develop and supervise the COMPANY'S business
in conformity with the written rules and regulations of the COMPANY communicated
to the ADMINISTRATOR. The ADMINISTRATOR shall recruit, supervise and recommend
persons for appointment by the COMPANY as agents and shall develop advertising
materials and supervise such agents in accordance with the standards of the
COMPANY and the requirements of the state or states in which they function for
the COMPANY.
The relation between the COMPANY and the ADMINISTRATOR created by this Agreement
is that of an independent contractor. Neither the ADMINISTRATOR nor its
employees or agents shall be deemed to be the employee or servant of the
COMPANY. None of the benefits provided by this COMPANY to its employees,
including but not limited to workmen's compensation insurance and unemployment
insurance, are available to the ADMINISTRATOR, its employees and agents.
Licensing of agents shall be in compliance with the statutory and regulatory
requirements of the Departments of Insurance or other regulatory agencies and in
accordance with the standards and procedures established by the COMPANY. The
COMPANY shall be responsible for effecting appointment of Interactive Insurance
Services as a GENERAL AGENT with the cooperation of the ADMINISTRATOR, as
necessary. The ADMINISTRATOR shall be responsible for providing support to
Interactive Insurance Services and to the COMPANY for business written and
submitted by Interactive Insurance Services.
The ADMINISTRATOR shall assume full responsibility for, and indemnify the
COMPANY against, any liability in connection with the payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security, income tax, and related laws with respect to
compensation received under this Agreement by the ADMINISTRATOR.
FISCAL RESPONSIBILITY
The statements rendered by the COMPANY concerning service fees paid and/or
payable, advances and indebtedness shall be conclusive, unless within thirty
(30) days following receipt of the statement the ADMINISTRATOR notifies the
COMPANY of a dispute regarding any transactions reported since the last
preceding report. If a policy on which the ADMINISTRATOR is receiving a service
fee shall lapse for any reason, no further service fee will be paid unless the
policy is reinstated solely by the efforts of the ADMINISTRATOR. The COMPANY
shall pay the ADMINISTRATOR in accordance with the Administrative Fee Schedule,
attached hereto and incorporated herein, for Applications/Policies submitted by
and
2
attached hereto and incorporated herein, for Applications/Policies submitted by
and issued solely through Interactive Insurance Services. The Schedule of Fees
is subject to change by Lincoln Benefit Life, but any change shall not apply to
business written prior to the effective date of the change.
VESTING
The ADMINISTRATOR'S right to fees shall be deemed fully vested, and except as
specifically limited herein, the renewal fees shall be paid for the term and in
the amount shown in the Administrative Fee Schedule.
ASSIGNMENT
No assignment of this Agreement or any interest therein or any compensation
earned or to be accrued hereunder shall be valid unless the COMPANY consents in
writing.
TERM AND TERMINATION
The term of this agreement shall run from the effective date indicated below
until such time as either party terminates this Agreement by giving thirty (30)
days advance written notice. Any notice may be mailed or delivered to the last
known address of the other party. Upon termination the ADMINISTRATOR shall in no
manner thereafter act for the COMPANY and shall promptly account for and remit
to the COMPANY all undelivered policies, rate books, other records, materials
and properties pertaining to his/her agency business. The ADMINISTRATOR'S right
to any service fees, or any other thing of value shall cease if the
ADMINISTRATOR shall do any act which injures the business or reputation of the
COMPANY or if it fails to account for and remit promptly any monies collected by
it for the COMPANY or shall withhold any policies, money or other property
belonging or returnable to the COMPANY.
3
INDEMNIFICATION
A. COMPANY agrees to indemnify and hold ADMINISTRATOR harmless from any and
all losses, costs, expenses, claims, demands, damages, and attorneys' fees
arising out of or caused by:
1. Any real or alleged act or omission of ADMINISTRATOR required to be
taken or not taken by the terms of this Agreement or at the direction
or request of COMPANY; provided, however, that such losses, costs,
expenses, claims, demands, damages or fees neither arose out of nor
where caused by ADMINISTRATOR'S negligence or misconduct in carrying
out any such requirements, direction or request;
2. Any real or alleged fraudulent conduct, embezzlement or gross
negligence on the part of COMPANY, its officers, directors, agents or
employees.
B. ADMINISTRATOR agrees to indemnify and hold COMPANY harmless from any and
all losses, costs, expenses, claims, demands, damages, and attorney's fees,
arising out of or caused by the grossly negligent, fraudulent, malicious or
criminal acts of ADMINISTRATOR, its representatives, officers, directors or
employees acting alone or in concert with others, provided that such acts
were not performed at the direction or request of COMPANY.
DEFENSE OF CLAIM
The indemnification provided in above is conditioned upon the indemnified party
promptly notifying the indemnifying party of the existence of any claim, demand,
assessment or other matter as to which the indemnification would apply, and
giving
4
the indemnifying party reasonable opportunity to defend the same at its own
expense, provided that the indemnified party shall at all times also have the
right to fully participate in the defense at its own expense. If the
indemnifying party shall, within a reasonable time after notice, fail to defend,
the indemnified party shall have the right, but not the obligation, to undertake
the defense of, and to compromise or settle (exercising reasonable business
judgment) the claim or other matter on behalf, for the account, and at the risk
of the indemnifying party. The indemnified party shall make available all
information and assistance that the indemnifying party may reasonably request in
connection with such defense. In the event the parties disagree regarding which
is the indemnifying party and which is the indemnified party, then each party
will defend itself and both parties agree to reasonably assist the other party
in the defense, and to act reasonably in the settlement or other disposition of
the matter.
ARBITRATION
Any dispute arising with respect to this Agreement, whether arising before or
after termination hereof, which is not settled by mutual agreement of the
parties, will be referred to arbitration. Within twenty (20) days from
receipt of notice from one party ("Petitioner") that an arbitrator has been
appointed, the other party ("Respondent") will appoint one arbitrator. If the
dispute involves two parties, the two appointed arbitrators will choose one
additional arbitrator. The appointed arbitrators will select the additional
arbitrator within twenty (20) days after they have been appointed and shall
forthwith notify the contracting parties of such choice. If the Respondent
fails to appoint an arbitrator within twenty (20) days after receiving the
written request of the Petitioner to do so, the Petitioner shall name the
second arbitrator. Each arbitrator must be a present or former life insurance
company officer who is otherwise not directly or indirectly affiliated with
ADMINISTRATOR, COMPANY, or this Agreement.
5
The Petitioner shall submit its brief to the arbitrators within thirty (30) days
after notice of the selection of the arbitrators. Upon receipt of the
Petitioner's brief, the Respondent shall have thirty (30) days to file a reply
brief. On receipt of the Respondent brief, the Petitioner shall have twenty (20)
days to file its rebuttal brief. The arbitrators may extend the time for filing
of briefs at the request of any party.
The arbitrators will consider this Agreement as an honorable engagement rather
than merely as a legal obligation, and will be relieved of all judicial
formalities, and shall make their award with a view affecting the intent of the
parties. The decision of the arbitrators will be final and binding upon the
parties hereto. Judgment may be entered upon the final decision of the
arbitrators in any court having competent jurisdiction. Each party will bear the
expenses of its own arbitrator and will jointly and equally bear the expenses of
the additional arbitrator and of the arbitration. Any such arbitration will take
place at COMPANY'S office in Lincoln, Nebraska, unless some other location is
mutually agreed upon by the parties.
MISCELLANEOUS PROVISIONS
A. If any provision of this Agreement is found to be illegal, unenforceable or
void, the remainder of this Agreement which is capable of performance shall
not be affected thereby and shall be enforced where permitted by law.
B. This Agreement constitutes the entire contract between the ADMINISTRATOR
and COMPANY. No variation, modification or change to this Agreement shall
be binding unless in writing and signed by each of the parties. The
Agreement may not be orally amended by any party.
C. The parties agree to extend to each other such cooperation and assistance
as may be reasonably required in order to facilitate the basic purpose of
this
6
Agreement, and shall consult with the other as to any matter or occurrence
having potential for affecting the purpose or performance of this
Agreement.
LAW APPLICABLE
The execution and performance of this Agreement involves transacting business in
the State of Nebraska by the ADMINISTRATOR with the COMPANY. This Agreement
shall be governed by and construed according to the laws of the State of
Nebraska. All actions with respect thereto shall be brought in a court of
competent jurisdiction in the State of Nebraska.
LINCOLN BENEFIT LIFE COMPANY
Effective Date: October 1, 1996 By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Title: Vice President
----------------------------
Date: 11-4-96
----------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
Title: Vice President
----------------------------
Date: 12-5-96
----------------------------
7
ADMINISTRATIVE FEE SCHEDULE
Subject to terms and conditions of your agreement, you shall be compensated
according to the following schedule of the policy forms shown for business
written by Interactive Insurance Services. The payment of fees is subject to the
rules and practices of LBL. The fees provided in the schedule shall be reduced
by the amount of compensation paid to Interactive Insurance Services.
FIRST YEAR EXCESS/RENEWAL EXCESS/RENEWAL
LEVEL BEST TERM PLAN* PLAN# FEE YRS 2-10 YRS 11-20
--------------------- ------- ---------- -------------- ---------------
% % %
7 Year LP-9200
$2 Million & Above 60 4 1
Less than $2 Million. 70 4 1
10 Year LP-9200
$2 Million & Above 80 1 1
Less than $2 Million 90 1 1
15 & 20 Year LP-9200
$2 Million & Above 90 1 1
Less than $2 Million 100 1 1
* The Service Fee paid is expressed as a percentage of premium (excluding policy
fees for Level Best Term.)
Service Fees will not be paid on pre-paid renewal premium until premiums are
applied to the contract.
Service Fees will be paid on Waiver of Premium, Guaranteed Re-entry Option, and
Child Riders at the same rate as provided for the policy to which attached.
If additional premium is charged because the risk is substandard, Service Fees
will be paid on the additional premium at the same rate. If the classification
is temporary, no first-year service fee will be paid on the additional premium.
Renewal service fees will be paid at the same rate as provided for the policy.
If a life policy (other than Single Premium Life) issued by LBL is replaced by
another policy issued by LBL of equal or lesser face amount, the service fees
for the newly issued policy will be adjusted based upon the following table:
Time Replaced Policy Percent of Stated
Was in Force Service Fees Payable
1 month 90
2 months 80
3 months 70
4 months 60
5 months 50
6 months 40
7 months 30
8-24 months 20
25-36 months 40
37-48 months 60
49-60 months 80
61+ months 100
If the new policy has a larger face amount, this adjustment will only apply to
the face amount equal to the replaced face amount, and full Service Fees will be
paid on the increase.
Exhibit 10.2
ADMINISTRATIVE SERVICES AGREEMENT
This
Administrative Services Agreement (Agreement) entered into by and between
Allstate Life Insurance Company ("Allstate Life" or "ADMINISTRATOR") and Lincoln
Benefit Life ("COMPANY") as of the date below. This Agreement, the terms of this
Agreement and compensation hereunder paid in accordance with the Schedule of
Service Fees, "Attachment A", is entered into by the parties hereto for the
purpose of defining the ADMINISTRATOR'S role and responsibilities with respect
to the service it shall provide to the COMPANY and assigned agents. The
provisions stated in all attachments and supplements are a part of this
Agreement.
AUTHORITY
The ADMINISTRATOR is authorized to develop and supervise the COMPANY'S business
in conformance with the written rules and regulations of the COMPANY
communicated to the ADMINISTRATOR. The ADMINISTRATOR shall recruit and recommend
person(s) for appointment by the COMPANY as agents and shall supervise such
agents in accordance with the standards of the COMPANY and the requirements of
the state or states in which they function for the COMPANY.
The ADMINISTRATOR shall at all times comply with the rules and regulations of
the COMPANY pertaining to underwriting practices, acceptance of risks, delivery
of policies and all other areas of conduct of the COMPANY'S business. The
COMPANY shall conduct business, including the development of advertising
materials, in accordance with the requirements of the state or states in which
COMPANY functions. The relationship between the COMPANY and the ADMINISTRATOR
created by this Agreement is that of an independent contractor. Neither the
ADMINISTRATOR or its agents shall be deemed to be the employee or servant of the
COMPANY. None of the benefits provided by this COMPANY to its employees,
including but not limited to xxxxxxx'x compensation insurance and unemployment
insurance, are available to the ADMINISTRATOR, its employees and agents.
1
Licensing of agents shall be in compliance with the statutory and regulatory
requirements of the Departments of Insurance or other regulatory agencies and in
accordance with the standards and procedures established by the COMPANY.
The ADMINISTRATOR shall assume full responsibility for, and indemnify the
COMPANY, where applicable, against any liability in connection with the payment
of all federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security, income tax, and related laws with
respect to service fees outlined in Attachment A and received under this
Agreement by the ADMINISTRATOR.
PRODUCTS AND SERVICE FEES
COMPANY'S products available for sale by ADMINISTRATOR'S agents are identified
in Attachment A. COMPANY agrees to allow ADMINISTRATOR to determine which
products can be sold by its agents. Attachment A also defines service fees and
COMPANY'S rules regarding the payment of service fees to the ADMINISTRATOR.
FISCAL RESPONSIBILITY
The ADMINISTRATOR'S agents and the ADMINISTRATOR shall immediately pay to the
COMPANY all monies received on all applications obtained and all policies issued
and shall segregate all such funds in trust and shall not use these funds for
any other purpose.
The statements rendered by the COMPANY concerning service fees paid and/or
payable, advances and indebtedness shall be conclusive, unless within one
hundred eighty (180) days following receipt of the statement the ADMINISTRATOR
notifies the COMPANY in writing of a dispute regarding any transactions reported
since the last preceding report. The ADMINISTRATOR shall receive service fees
2
consistent with the services fees defined in Attachment A which is attached
hereto and incorporated herein. Company may change the Schedule of Service Fees
but any change must be in writing and shall not apply to business written prior
to the effective date of the change.
VESTING
The ADMINISTRATOR'S right to service fees shall be deemed fully vested, and
except as specifically limited herein, the service fees on renewal premium shall
be paid for the term and in the amount shown in Attachment A. The
ADMINISTRATOR'S right to special service fees shall continue as long as this
Agreement is in force. Following termination of this Agreement for any reason,
the amount shown as special service fees in Attachment A are fully vested up to
(but not after) the date of termination.
ASSIGNMENT
No assignment of this Agreement or any interest therein or any service fee
earned or to be accrued hereunder shall be valid unless the COMPANY consents in
writing.
TERMINATION
Either party may terminate this Agreement by giving thirty (30) days advance
written notice. Any notice may be mailed or delivered to the last known address
of the other party. Upon termination the ADMINISTRATOR shall in no manner
thereafter act for the COMPANY and shall promptly account for and remit to the
COMPANY any monies then held for it and on demand shall turn over to the COMPANY
all undelivered policies, ratebooks and other records, materials and properties
pertaining to the ADMINISTRATOR'S business for the COMPANY. ADMINISTRATOR'S
right to any service fees or any other thing of value shall be subject to the
terms defined in Attachment A. ADMINISTRATOR shall not do any act which injures
the business or reputation of the COMPANY.
3
COMPANY agrees to administer in force business and continue to process pending
applications for business placed with the COMPANY by ADMINISTRATOR'S agents.
COMPANY shall not assign or otherwise share the identity of these policy holders
to any other agent or agency unless specifically asked to do so by an individual
policy holder. COMPANY agrees to continue to remit service fees to ADMINISTRATOR
on business which ADMINISTRATOR'S agents placed utilizing any form of deposit
fund from which premium is paid after termination of this Agreement.
INDEMNIFICATION
A. COMPANY agrees to indemnify and hold ADMINISTRATOR harmless from any and all
losses, costs, expenses, claims, demands, damages, and attorneys' fees arising
out of or caused by:
1) Any real or alleged act or omission of ADMINISTRATOR required to be
taken or not taken by the terms of this Agreement or at the direction or
request of COMPANY; provided, however, that such losses, costs, expenses,
claims, demands, damages or fees neither arose out of nor were caused by
ADMINISTRATOR'S negligence or misconduct in carrying out any such
requirements, direction or request.
2) Any real or alleged fraudulent conduct, embezzlement or gross negligence
on the part of COMPANY, its officers, directors, agents or employees.
B. ADMINISTRATOR agrees to indemnify and hold COMPANY harmless from any and all
losses, costs, expenses, claims, demands, damages, and attorney's fees, arising
out of or caused by the grossly negligent, fraudulent, malicious or criminal
acts of ADMINISTRATOR, its representatives, officers, directors or employees
acting alone or in concert with others, provided that such acts were not
performed at the direction or request of COMPANY.
4
DEFENSE OF CLAIM
The indemnification provided above is conditioned upon the indemnified party
promptly notifying the indemnifying party of the existence of any claim, demand,
assessment or other matter as to which the indemnification would apply, and
giving the indemnifying party reasonable opportunity to defend the same at its
own expense, provided that the indemnified party shall at all times also have
the right to fully participate in the defense at its own expense. If the
indemnifying party shall, within a reasonable time after notice, fail to defend,
the indemnified party shall have the right, but not the obligation, to undertake
the defense of, and to compromise or settle (exercising reasonable business
judgment) the claim or other matter on behalf of, for the account of, and at the
risk of the indemnifying party. The indemnified party shall make available all
information and assistance that the indemnifying party may reasonably request in
connection with such defense. In the event the parties disagree regarding which
is the indemnifying party and which is the indemnified party, then each party
will defend itself and both parties agree to reasonably assist the other party
in the defense, and to act reasonably in the settlement or other disposition of
the matter.
ARBITRATION
Any dispute arising with respect to this Agreement, whether arising before or
after termination hereof, which is not settled by mutual agreement of the
parties, will be resolved by the rules of the American Arbitration Association
which are in effect at the time of the dispute.
MISCELLANEOUS PROVISIONS
A) If any provision of this Agreement is found to be illegal, unenforceable or
void, the remainder of this Agreement which is capable of performance shall not
be affected thereby and shall be enforced where permitted by law.
5
B) This Agreement and Attachment(s) constitute the entire contract between the
ADMINISTRATOR and COMPANY. No variation, modification or change to this
Agreement shall be binding unless in writing and signed by each of the parties.
The Agreement may not be orally amended by any party.
C) The parties agree to extend to each other such cooperation and assistance as
may be reasonably required in order to facilitate the basic purpose of this
Agreement, and shall consult with the other as to any matter or occurrence
having potential for affecting the purpose or performance of this Agreement.
LAW APPLICABLE
The execution and performance of this Agreement involves transacting business in
the State of
Nebraska by the ADMINISTRATOR with the COMPANY. This Agreement
shall be governed by and construed according to the laws of the state of
Nebraska. All actions with respect thereto shall be brought in a court of
competent jurisdiction in the State of
Nebraska.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------- -----------------------
Title: VP Title: AVP
--------------------- -----------------------
Date: 4/15/95 Date: 4/15/95
--------------------- -----------------------
6
Exhibit 10.3
SERVICE AGREEMENT
This Agreement entered into this 1st day of April 1998, between
LINCOLN BENEFIT
LIFE COMPANY, (hereinafter "LBL") and XXXXXXXX GROUP ADVISORS, INC.
(hereinafter "LGA"), an affiliate of LBL, shall be effective as of this date;
WHEREAS, the parties agree that they shall render services on behalf of each
other and the parties agree that they may incur certain expenses on behalf of
each other; and
WHEREAS, each party herein agree that the exchange of services and expenses
incurred on behalf of each other shall be considered by both parties to be
sufficient consideration for the mutual promises made herein; and
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
I. SERVICES
1. LBL, shall provide to LGA financial, accounting, legal, marketing and
administrative services on an ongoing basis. These services shall include
maintenance of customer account information for variable products sold by
representatives of LGA, licensing and registration information on appointed
representatives, records of production information provided to LGA for its
record-keeping purposes, and payment of commissions directly to LGA
representatives for variable product production. LBL shall provide other
services as requested by LGA. LBL shall be responsible for payment of
compensation to LGA representatives for the sale of LBL and Glenbrook Life
and Annuity Company ("GLAC"), variable products in accordance with the
current compensation schedules published for LGA representatives.
2. LGA shall provide marketing and distribution services to LBL for the
distribution of
Lincoln Benefit Life Company ("LBL") Variable and GLAC
variable products, for which LBL is principal underwriter.
II. FEES FOR SERVICES
1. LGA agrees to pay LBL for the cost of providing the services listed above,
as incurred by LBL. Services for which LGA shall reimburse LBL for shall
include, but not be limited to, travel expenses and the cost of goods and
services purchased from outside vendors, the cost for the use of equipment
and the cost of services rendered by personnel of LBL.
The parties will apportion expenses between them in conformity with general
accepted accounting principles. Revenues from the sale of mutual funds
shall be applied to cover all expenses of LGA, including salaries, rent,
computer, and administrative expenses. All net revenues from LGA operations
shall be remitted and paid to LBL in consideration for those services
provided as described in Section I.
2. LBL shall be responsible for payment of compensation to LGA representatives
for the sale of LBL and GLAC, variable products in accordance with the
current compensation schedules published for LGA representatives.
III. BILLING PROCEDURES
1. Following each month-end, LGA shall prepare revenue and expense listings
showing all revenues, direct expenses, and indirect expenses incurred by
LGA. LGA shall base the revenue and expense listings on generally accepted
accounting principles and the records of the parties.
2. LGA shall present to LBL the month-end revenue and expenses reports.
Settlements are due and payable within thirty days after receipt of the
report.
3. The accounting for each month period may reflect any necessary adjustment
to correct any over or under charges (debits or credits) in the prior
monthly xxxxxxxx.
IV. RECORDS
1. Records supporting expense charges and maintained by one party on behalf of
the other shall be considered the latter's records and shall be available
to that party upon request. All original documents and records relating to
the operations of each company are the property of that company.
2. Each party shall own, have custody of and keep its general corporate
records. Upon request, each party shall receive from the other party any of
its records which are currently in the other party's possession.
3. Each party shall keep confidential any records concerning the other party.
Each party may disclose such records only if the other party has authorized
the disclosure or if the disclosure is permitted by the applicable state
law governing privacy of records held by or within control of insurance
companies. In the event that either party is served with a subpoena or any
other Court Order which mandates disclosure, that party must notify the
other party and allow the other party sufficient time to intervene in the
judicial proceeding so as to protect its interest.
4. Both parties agree to keep all records required by federal and state laws,
to maintain the books, accounts and records as to clearly and accurately
disclose the precise nature and details of the transaction and to assist
one another in the timely preparation of records.
5. LBL shall furnish to LGA any reports and information which LGA may request
for the purpose of meetings its reporting and recordkeeping requirements
under the federal and state securities laws or the rules of the National
Association of Broker Dealers.
6. All the books and records maintained by LBL in connection with the sale of
and payment of commissions for LBL and GLAC variable products by registered
representatives of LGA are to be maintained and preserved in conformity
with the requirements of Rules 17a-3 and 17a-4 under the Securities
Exchange Act of 1934 (the "Act"), to the extent that such requirements are
applicable. LBL agrees that all
such books and records maintained and held by LBL on behalf of and as agent
for LGA whose property they are and shall remain. LBL further agrees that
all such books and records are at all times subject to inspection by the
Securities and Exchange Commission in accordance with Section 17(a) of the
Act.
V. MISCELLANEOUS
1. Any dispute arising between LBL and LGA relating to the subject matter of
this Agreement which cannot be amicably resolved by the parties will be
referred to an arbitration panel composed of three members. One of the
arbitrators shall be chosen by LBL, one by LGA, and the third by agreement
of the two arbitrators selected by the parties. LBL and LGA agree to accept
the decision of the panel of arbitrators as final and binding.
2. Neither party may assign this Agreement.
3. Each party shall be deemed an independent contractor and its personnel
shall not be deemed to be the employees of the other.
VI. TERMINATION
1. Either party may terminate this Agreement as of the first day of the
calendar month by giving the other party at least thirty (30) days prior
written notice.
2. LGA and LBL will renegotiate this Agreement at least once every three
years, if not sooner.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized officers on the date first above written.
[COMPANY SEAL]
LINCOLN BENEFIT LIFE COMPANY
ATTEST: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------- -------------------------
[COMPANY SEAL] XXXXXXXX GROUP ADVISORS, INC.
ATTEST: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------- ------------------------
Exhibit 10.4
ADMINISTRATIVE SERVICES AGREEMENT AMENDMENT
This Amendment signed on 19 June, 2000, incorporated into the Service Agreement
ratified on September 1, 1998, between
LINCOLN BENEFIT LIFE COMPANY,
(hereinafter "LBL") and ALLSTATE LIFE INSURANCE COMPANY (hereinafter "Allstate
Life), and shall be effective as of this date;
The words "mandatory confidentiality authorizations" are added after the word
"policies," and before the word "and" in the first sentence on Paragraph 3 of
page 1.
The Sentence now reads, "The ADMINISTRATOR shall at all times comply with the
rules and regulations of the COMPANY pertaining to underwriting practices,
acceptance of risks, deliver of policies, mandatory confidentiality
authorizations and all other areas of conduct of the COMPANY's business."
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------- ------------------------
Title: Executive Vice President Title: Sr. VP, Secretary &
-------------------------- General Counsel
------------------------
Date: 6/14/2000 Date: 6/19/00
-------------------------- ------------------------
ADMINISTRATIVE SERVICES AGREEMENT
This
Administrative Services Agreement ("Agreement") is entered into by and
between Allstate Life Insurance Company ("Allstate Life" or "ADMINISTRATOR")
and
Lincoln Benefit Life Company ("COMPANY"), as of the date below. This
Agreement, the terms of this Agreement, and compensation paid hereunder shall
apply and be limited solely to the policies specified in Exhibit A attached
hereto (hereinafter "Policies") marketed on a direct basis to customers of
third-party clients of Allstate Life. This Agreement is entered into by the
parties hereto for the purpose of defining the ADMINISTRATOR'S role and
responsibilities with respect to the services it shall provide the COMPANY. The
provisions stated in all supplements are a part of this Agreement.
1. AUTHORITY
The ADMINISTRATOR is authorized to develop and supervise the COMPANY'S business
with respect to the Policies in conformity with the written rules and
regulations of the COMPANY communicated to the ADMINISTRATOR. The ADMINISTRATOR
shall provide services to the COMPANY in respect to the Policies, including
marketing, sales, customer service, and analysis, as set forth in the Schedule
of Services attached hereto as Exhibit B (hereinafter the "Services").
The relation between the COMPANY and the ADMINISTRATOR created by this Agreement
is that of an independent contractor. Neither the ADMINISTRATOR nor its
employees or agents shall be deemed to be the employee or servant of the
COMPANY. None of the benefits provided by this COMPANY to its employees,
including but not limited to workmen's compensation insurance and unemployment
insurance, are available to the ADMINISTRATOR, its employees and agent.
The COMPANY shall, with the cooperation of the ADMINISTRATOR or its
representatives, as necessary, be responsible for effecting appointment of
agents employed with telemarketing firms with which the ADMINISTRATOR has
contracted for telemarketing services related to the Policies. The ADMINISTRATOR
shall be responsible for providing support to such telemarketing firms and to
the COMPANY.
The ADMINISTRATOR shall assume full responsibility for, and indemnify the
COMPANY against, any liability in connection with the payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security, income tax, and related laws with respect to
compensation received under this Agreement by the ADMINISTRATOR.
2. FISCAL RESPONSIBILITY
The statements rendered by the COMPANY concerning service fees paid and/or
payable, advances and indebtedness shall be conclusive, unless within thirty
(30) days following receipt of the statement the ADMINISTRATOR notifies the
COMPANY of a dispute regarding any transactions reported since the last
preceding report. If a policy on which the ADMINISTRATOR is receiving a service
fee shall lapse for any reason, no further service fee will be paid unless the
policy is reinstated solely by the efforts of the ADMINISTRATOR. The COMPANY
shall pay the ADMINISTRATOR in accordance with the Administrative Fee Schedule
attached as Exhibit C. The Administrative Fee Schedule is subject to change by
Lincoln Benefit Life, but any change shall not apply to business written prior
to the effective date of the change.
3. VESTING
The ADMINISTRATOR'S right to fees shall be deemed fully vested, and except as
specifically limited herein, the renewal fees shall be paid for the term and in
the amount shown in Exhibit C.
4. ASSIGNMENT
No assignment of this Agreement or any interest therein or any compensation
earned or to be accrued hereunder shall be valid unless the COMPANY consents in
writing.
5. TERM AND TERMINATION
The term of this Agreement shall run from the effective date indicated below
until such time as either party terminates this Agreement by giving thirty (30)
days advance written notice. Any notice may be mailed or delivered to the last
known address of the other party. Upon termination the ADMINISTRATOR shall in no
manner thereafter act for the COMPANY and shall promptly account for and remit
to the COMPANY all undelivered policies, rate books, other
records, materials and properties pertaining to its responsibilities as
ADMINISTRATOR. The ADMINISTRATOR'S right to any service fees, or any other thing
of value shall cease if the ADMINISTRATOR shall do any act which injures the
business or reputation of the COMPANY or if it fails to account for and remit
promptly any monies collected by it for the COMPANY or shall withhold any
policies, money or other property belonging or returnable to the COMPANY.
6. INDEMNIFICATION
A. COMPANY agrees to indemnify and hold ADMINISTRATOR harmless from any and
all losses, costs, expenses, claims, demands, damages, and attorneys' fees
arising out of or caused by:
1. Any real or alleged act or omission of ADMINISTRATOR required to be
taken or not taken by the terms of this Agreement or at the direction
or request of COMPANY; provided, however, that such losses, costs,
expenses, claims, demands, damages or fees neither arose out of nor
where caused by ADMINISTRATOR'S negligence or misconduct in carrying
out any such requirements, direction or request;
2. Any real or alleged fraudulent conduct, embezzlement or gross
negligence on the part of COMPANY, its officers, directors, agents or
employees.
B. ADMINISTRATOR agrees to indemnify and hold COMPANY harmless from any and
all losses, costs, expenses, claims, demands, damages, and attorneys' fees,
arising out of or caused by the grossly negligent, fraudulent, malicious or
criminal acts of ADMINISTRATOR, its representatives, officers, directors or
employees acting alone or in concert with others, provided that such acts
were not performed at the direction or request of COMPANY.
7. DEFENSE OF CLAIM
The indemnification provided in above is conditioned upon the indemnified party
promptly notifying the indemnifying party of the existence of any claim, demand,
assessment or other matter as to which the indemnification would apply, and
giving the indemnifying party reasonable opportunity to defend the same at is
own expense, provided that the indemnified party shall at all times also have
the right to fully participate in the defense at its own expense. If the
indemnifying party shall, within a reasonable time after notice, fail to defend,
the indemnified party shall have the right, but not the obligation, to undertake
the defense of, and
to compromise or settle (exercising reasonable business judgment) the claim or
other matter on behalf, for the account, and at the risk of the indemnifying
party. The indemnified party shall make available all information and assistance
that the indemnifying party may reasonably request in connection with such
defense. In the event the parties disagree regarding which is the indemnifying
party and which is the indemnified party, then each party will defend itself and
both parties agree to reasonably assist the other party in the defense, and to
act reasonably in the settlement or other disposition of the matter.
8. ARBITRATION
Any dispute arising with respect to this Agreement, whether arising before or
after termination hereof, which is not settled by mutual agreement of the
parties, will be referred to arbitration. Within twenty (20) days from receipt
of notice from one party ("Petitioner") that an arbitrator has been appointed,
the other party ("Respondent") will appoint one arbitrator. If the dispute
involves two parties, the two appointed arbitrators will choose one additional
arbitrator. The appointed arbitrators will select the additional arbitrator
within twenty (20) days after they have been appointed and shall forthwith
notify the contracting parties of such choice. If the Respondent fails to
appoint an arbitrator within twenty (20) days after receiving the written
request of the Petitioner to do so, the Petitioner shall name the second
arbitrator. Each arbitrator must be a present or former life insurance company
officer who is otherwise not directly or indirectly affiliated with
ADMINISTRATOR, COMPANY, or this Agreement.
The Petitioner shall submit its brief to the arbitrators within thirty (30) days
after notice of the selection of the arbitrators. Upon receipt of the
Petitioner's brief, the Respondent shall have
thirty (30) days to file a reply brief. On receipt of the Respondent brief, the
Petitioner shall have twenty (20) days to file its rebuttal brief. The
arbitrators may extend the time for filing of briefs at the request of any
party.
The arbitrators will consider this Agreement as an honorable engagement rather
than merely as a legal obligation, and will be relieved of all judicial
formalities, and shall make their award with a view toward affecting the intent
of the parties. The decision of the arbitrators will be final and binding upon
the parties hereto. Judgment may be entered upon the final decision of the
arbitrators in any court having competent jurisdiction. Each party will bear the
expenses of its own arbitrator and will jointly and equally bear the expenses of
the additional arbitrator and of the arbitration. Any such arbitration will take
place at COMPANY'S office in Lincoln,
Nebraska, unless some other location is
mutually agreed upon by the parties.
9. MISCELLANEOUS PROVISIONS
A. If any provision of this Agreement is found to be illegal, unenforceable or
void, the remainder of this Agreement which is capable of performance shall
not be affected thereby and shall be enforced where permitted by law.
B. This Agreement constitutes the entire contract between the ADMINISTRATOR
and COMPANY with respect to the Policies. No variation, modification or
change to this Agreement shall be binding unless in writing and signed by
each of the parties. The Agreement may not be orally amended by any party.
C. The parties agree to extend to each other such cooperation and assistance
as may be reasonably required in order to facilitate the basic purpose of
this Agreement, and shall consult with the other as to any matter or
occurrence having potential for affecting the purpose or performance of
this Agreement.
10. LAW APPLICABLE
The execution and performance of this Agreement involves transacting business in
the State of
Nebraska by the ADMINISTRATOR with the COMPANY. This Agreement
shall be governed by and construed according to the laws of the State of
Nebraska. All actions with respect thereto shall be brought in a court of
competent jurisdiction in the State of Nebraska.
LINCOLN BENEFIT LIFE COMPANY
EFFECTIVE DATE: September 1, 1998 BY: /s/ Xxxxxx X. Xxxxxx
--------------------------
TITLE: Senior Vice President
--------------------------
DATE: 12-3-98
--------------------------
ALLSTATE LIFE INSURANCE COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------
TITLE: Vice President
--------------------------
DATE: November 11, 1998
--------------------------
EXHIBIT A
SCHEDULE OF POLICIES
Level Best Gold to Age 95 (Policy Form LP-9850)
EXHIBIT B
SCHEDULE OF SERVICES
The ADMINISTRATOR shall provide the following services to the Company
pursuant to the Agreement to which this Exhibit B is attached:
1. MARKETING SERVICES, which shall include lead generation, market planning,
offer strategy, and development of direct mail and telemarketing advertising.
2. SALES SERVICES, which shall include telemarketing agency selection and
set-up, telemarketing sales, mail solicitations, paramedic scheduling, case
management, and reporting.
3. CUSTOMER SERVICE, which shall include limited after-hours telephone call
handling.
4. ANALYSIS, which shall include the following:
(i) demographic description of responders and non-responders;
(ii) responder/non-responder qualitative survey;
(iii) response and completion rate curves;
(iv) conversion model (calculates likelihood of purchase completion);
(v) quantitative measurement (measures relative importance of product
attributes);
(vi) qualitative case management survey;
(vii) expense analysis.
EXHIBIT C
ADMINISTRATIVE FEE SCHEDULE
--------------------------------------------------------------------------------------
10 YEAR TERM 15 YEAR TERM 20 YEAR TERM 30 YEAR TERM
--------------------------------------------------------------------------------------
YR 1 2-10 11-20 YR 1 2-10 11-20 YR 1 2-10 11-20 YR 1 2-10 11-20
----------------------------------------------------------------------------------------------------------
BT - ALLSTATE/DISCOVER/SEARS/SHELL
OIL - GOLD
----------------------------------------------------------------------------------------------------------
20 ALLSTATE 90 1 1 100 1 1 100 1 1 100 1 1
----------------------------------------------------------------------------------------------------------
17 ALLSTATE 30 0 0 30 0 0 30 0 0 30 0 0
----------------------------------------------------------------------------------------------------------
15 ALLSTATE 25 0 0 25 0 0 25 0 0 25 0 0
----------------------------------------------------------------------------------------------------------
12 ALLSTATE 20 0 0 20 0 0 20 0 0 20 0 0
----------------------------------------------------------------------------------------------------------
9 ALLSTATE 15 0 0 15 0 0 15 0 0 15 0 0
----------------------------------------------------------------------------------------------------------
1 Special Agent 0 0 0 0 0 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
10 YEAR TERM 15 YEAR TERM 20 YEAR TERM 30 YEAR TERM
--------------------------------------------------------------------------------------
YR 1 2-10 11-20 YR 1 2-10 11-20 YR 1 2-10 11-20 YR 1 2-10 11-20
----------------------------------------------------------------------------------------------------------
BT - ALLSTATE/DISCOVER/SEARS/SHELL OIL -
PLATINUM
----------------------------------------------------------------------------------------------------------
20 ALLSTATE 70 1 1 80 1 1 80 1 1 80 1 1
----------------------------------------------------------------------------------------------------------
17 ALLSTATE 30 0 0 30 0 0 30 0 0 30 0 0
----------------------------------------------------------------------------------------------------------
15 ALLSTATE 25 0 0 25 0 0 25 0 0 25 0 0
----------------------------------------------------------------------------------------------------------
12 ALLSTATE 20 0 0 20 0 0 20 0 0 20 0 0
----------------------------------------------------------------------------------------------------------
9 ALLSTATE 15 0 0 15 0 0 15 0 0 15 0 0
----------------------------------------------------------------------------------------------------------
1 Special Agent 0 0 0 0 0 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------
7 YEAR TERM 10 YEAR TERM 15 & 20 YEAR
TERM
-----------------------------------------------------------------
YR 1 2-10 11-20 YR 1 2-10 11-20 YR 1 2-10 11-20
-----------------------------------------------------------------
BT - ALLSTATE/DISCOVER/SEARS/SHELL OIL - RATES UP TO 499,899. RATES ABOVE DECREASE
BY 10 AT ALL LEVELS
-------------------------------------------------------------------------------------
20 ALLSTATE 70 3 1 90 1 1 100 1 1
-------------------------------------------------------------------------------------
17 ALLSTATE 30 0 0 30 0 0 30 0 0
-------------------------------------------------------------------------------------
15 ALLSTATE 25 0 0 25 0 0 25 0 0
-------------------------------------------------------------------------------------
12 ALLSTATE 20 0 0 20 0 0 20 0 0
-------------------------------------------------------------------------------------
9 ALLSTATE 15 0 0 15 0 0 15 0 0
-------------------------------------------------------------------------------------
1 Special Agent 0 0 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------
Exhibit 10.5
ADMINISTRATIVE SERVICE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
AND
ALLSTATE LIFE FINANCIAL SERVICES, INC.
This Administrative Service Agreement ("Agreement") is entered into and made
effective as of December 1, 1998, between LINCOLN BENEFIT LIFE COMPANY ("LBL")
and ALLSTATE LIFE FINANCIAL SERVICES, INC. ("ALFS"), an affiliated company of
LBL.
WITNESSETH:
WHEREAS, LBL proposes to issue to the public certain variable insurance
contracts; and
WHEREAS, ALFS proposes to act as principal underwriter on an agency (best
efforts) basis in the marketing and distribution of said variable insurance
contracts; and
WHEREAS, LBL desires to obtain the services of ALFS as an underwriter and
distributor of said variable insurance contracts issued by LBL; and
WHEREAS, LBL shall incur certain expenses on behalf of ALFS and shall provide
ALFS certain services on an ongoing basis, including, but not limited to,
financial, accounting, legal, regulatory, marketing and administrative services,
in connection with the marketing and distribution of said variable insurance
contracts;
WHEREAS, ALFS desires that LBL assume financial and administrative
responsibility for the expenses and services incurred on its behalf;
NOW, THEREFORE, it is agreed as follows:
1. EXPENSES AND COSTS
A. LBL agrees to assume on behalf of ALFS responsibility for all costs of
the services described above and any other overhead and operating
expense, including but not limited to, utilities, computer
hardware/software, postage, printing, office supplies, telephone and
travel, that may be incurred by ALFS in connection with the marketing
and distribution of variable insurance contracts.
B. Cost shall mean ALFS' actual costs and expenses reasonably
attributable to this Agreement. All allocations of expenses for the
above services and facilities will be made by LBL in accordance with
generally acceptable accounting principles.
2. ADMINISTRATIVE SERVICES
A. COMMISSIONS
LBL agrees to assume on behalf of ALFS responsibility for the
processing and payment of sales commissions in connection with the
marketing and distribution of variable insurance contracts. Such
commissions will be processed and paid as directed by, and on behalf
of, ALFS. In this regard, LBL will not exercise any discretion over
the amount of the commissions, and such commissions paid by LBL will
be a purely clerical and ministerial function and will be properly
reflected on the books and records maintained by LBL on behalf of
ALFS.
B. CONFIRMATIONS
LBL will send on behalf of ALFS confirmations of transactions in
connection with the marketing and distribution of variable insurance
contracts to contract owners in accordance with the provisions of Rule
10b-10 under the Securities Exchange Act of 1934 (the "Exchange Act"),
and such confirmations will indicate that they were sent on behalf of
ALFS.
C. RECORDKEEPING
LBL will maintain and preserve books and records on behalf of and as
agent for ALFS in connection with the sale of and payment of
commissions for variable insurance contracts, and all books and
records relating to confirmation of transactions in compliance with
Rules 17a-3 and 17a-4 under the Exchange Act, to the extent that such
requirements are applicable. LBL agrees that all such books and
records are maintained and held by LBL on behalf of and as agent for
ALFS whose property they are and shall remain. LBL further agrees that
all such books and records are at all times subject to inspection by
the Securities Exchange Commission and the National Association of
Securities Dealers, Inc. ("NASD") in accordance with Sections 17 and
15A of the Exchange Act.
D. CORPORATE BOOKS AND RECORDS
1. Records supporting inter-company costs and expense charges and
maintained by LBL on behalf of and as agent for ALFS shall be
considered ALFS' records and shall be available to ALFS upon
request. All original documents and records relating to the
operations of ALFS are the property of ALFS.
2. Each party shall own, have custody of and keep its own general
corporate records. Upon request, each party shall receive from
the other party any of its records which are currently in the
other party's possession.
3. The parties agree to keep all records required by federal and
state securities laws and state insurance laws, to maintain the
books, accounts and records so as to clearly and accurately
disclose the precise nature and details of the transactions and
to assist one another in the timely preparation of records.
4. LBL shall furnish to ALFS any reports and information which ALFS
may request for the purpose of meeting its reporting and
recordkeeping requirements under the federal securities laws or
under the applicable rules of the NASD.
3. GENERAL PROVISIONS
A. Neither party may assign this Agreement.
B. Either party may terminate this Agreement by giving the other party
thirty (30) days prior written notice of the date upon which
termination shall take place.
C. Each party shall be deemed an independent contractor and its personnel
shall not be deemed to be the employees of the other solely by reason
of this Agreement. LBL employees performing duties hereunder at all
times during the term of this Agreement shall be in the employment,
under the respective supervision and responsibility of LBL.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and ratified by their duly authorized officers as of the day and year above
written.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE FINANCIAL
SERVICES, INC.
BY: /s/ B. Xxxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxx
---------------------- --------------------------------
TITLE: President & COO TITLE: President
---------------------- --------------------------------
Exhibit 10.6
PRINCIPAL UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this 25th day of November, 1998, by and
among LINCOLN BENEFIT LIFE COMPANY, ("LBL" or "Company") a life insurance
company organized under the laws of the State of Nebraska, on its own and on
behalf of the VARIABLE UNIVERSAL LIFE ACCOUNT (A) ("Separate Account"), a
separate account established pursuant to the insurance laws of the State of
Nebraska, and ALLSTATE LIFE FINANCIAL SERVICES, INC., ("Principal Underwriter"),
a corporation organized under the laws of the state of Delaware.
WITNESSETH:
WHEREAS, Company proposes to issue to the public certain variable universal
life contracts identified in the Attachment A ("Contracts"); and
WHEREAS, Company, by resolution adopted on May 17, 1990, established the
Separate Account for the purpose of issuing the Contracts; and
WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940, as amended, ("Investment Company Act") (File No.
811-7972); and
WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933, as amended, ("Securities Act")
(File No. 333-67386, 333-47717) for offer and sale to the public and otherwise
are in compliance with all applicable laws; and
WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, ("Exchange Act") and a member of
the National Association of Securities Dealers, Inc. ("NASD"), proposes to act
as principal underwriter on an
agency (best efforts) basis in the marketing and distribution of said Contracts;
and
WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company through the
Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:
1. AUTHORITY AND DUTIES
(a) Principal Underwriter will serve as an underwriter and distributor on
an agency basis for the Contracts which will be issued by the Company
through the Separate Account.
(b) Principal Underwriter will use its best efforts to provide
information and marketing assistance to licensed insurance agents and
broker-dealers on a continuing basis. However, Principal Underwriter
shall be responsible for compliance with the requirements of state
broker-dealer regulations and the Exchange Act as each applies to
Principal Underwriter in connection with its duties as distributor of
said Contracts. Moreover, Principal Underwriter shall conduct its
affairs in accordance and compliance with the NASD Conduct Rules.
(c) Subject to agreement with the Company, Principal Underwriter may
enter into selling agreements with broker-dealers which are
registered under the Exchange Act and/or authorized by applicable law
or exemptions to sell variable annuity contracts issued by Company
through the Separate Account. Any such contractual arrangement is
expressly made subject to this Agreement, and Principal Underwriter
will at all times be responsible to Company for supervision of
compliance with the federal securities laws regarding distribution of
Contracts.
2
2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter that:
(i) Registration Statements on Form S-6 for each of the Contracts
identified in Attachment A have been filed with the Commission
in the form previously delivered to Principal Underwriter and
that copies of any and all amendments thereto will be
forwarded to Principal Underwriter at the time that they are
filed with Commission;
(ii) The Registration Statement and any further amendments or
supplements thereto will, when they become effective, conform
in all material respects to the requirements of the Securities
Act and the Investment Company Act, and the rules and
regulations of the Commission under such Acts, and will not
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall
not apply to any statement or omission made in reliance upon
and in conformity with information furnished in writing to
Company by Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance
company in good standing under the laws of the State of
Nebraska, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business;
3
(iv) The Contracts to be issued by the Company through the Separate
Account and offered for sale by Principal Underwriter on
behalf of the Company hereunder have been duly and validly
authorized and, when issued and delivered with payment
therefore as provided herein, will be duly and validly issued
and will conform to the description of such Contracts
contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be
appropriately licensed and/or appointed to comply with the
state insurance laws;
(vi) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in
a violation of any of the provisions of or default under any
statute, indenture, mortgage, deed of trust, note agreement or
other agreement or instrument to which Company is a party or
by which Company is bound (including Company's Charter or
By-laws as a stock life insurance company, or any order, rule
or regulation of any court or governmental agency or body
having jurisdiction over Company or any of its properties);
(vii) There is no consent, approval, authorization or order of any
court or governmental agency or body required for the
consummation by Company of the transactions contemplated by
this Agreement, except such as may be required under the
Exchange Act or state insurance or securities laws in
connection with the distribution of the Contracts; and
(viii) There are no material legal or governmental proceedings
pending to which Company or the Separate Account is a party or
of which any property of Company or the Separate Account is
the subject (other than as set forth in the Prospectus
relating to the Contracts, or litigation incidental to the
kind
4
of business conducted by the Company) which, if determined
adversely to Company, would individually or in the aggregate
have a material adverse effect on the financial position,
surplus or operations of Company.
(b) Principal Underwriter represents and warrants to Company that:
(i) It is a broker-dealer duly registered with the Commission
pursuant to the Exchange Act, is a member in good standing of
the NASD, and is in compliance with the securities laws in
those states in which it conducts business as a broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and sale
of Contracts to the public only by and through persons who are
appropriately licensed under the securities laws and who are
appointed in writing by the Company to be authorized insurance
agents, unless such persons are exempt from licensing and
appointment requirements;
(iii) The performance of this Agreement and the consummation of the
transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of or
constitute a default under any statute, indenture, mortgage,
deed of trust, note agreement or other agreement or instrument
to which Principal Underwriter is a party or by which
Principal Underwriter is bound (including the Certificate of
Incorporation or By-laws of Principal Underwriter or any
order, rule or regulation of any court or governmental agency
or body having jurisdiction over either Principal Underwriter
or its property); and
(iv) To the extent that any statements made in the Registration
Statement, or any amendments or supplements thereto, are made
in reliance upon and in
5
conformity with written information furnished to Company by
Principal Underwriter expressly for use therein, such
statements will, when they become effective or are filed with
the Commission, as the case may be, conform in all material
respects to the requirements of the Securities Act and the
rules and regulations of the Commission thereunder, and will
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading.
3. BOOKS AND RECORDS
(a) Principal Underwriter shall keep, in a manner and form approved by
Company and in accordance with Rules 17a-3 and 17a-4 under the
Exchange Act, correct records and books of account as required to be
maintained by a registered broker-dealer, acting as principal
underwriter, of all transactions entered into on behalf of Company
with respect to its activities under this Agreement. Principal
Underwriter shall make such records and books of account available
for inspection by the Commission, the NASD, and all other regulatory
bodies having jurisdiction, and Company shall have the right to
inspect, make copies of or take possession of such records and books
of account at any time upon demand.
(b) Subject to applicable Commission or NASD restrictions, Company will
send confirmations of Contract transactions to Contract Owners.
Company will make such confirmations and records of transactions
available to Principal Underwriter upon request. Company will also
maintain Contract Owner records on behalf of Principal Underwriter to
the extent permitted by applicable securities laws.
6
4. SALES MATERIALS
(a) After authorization to commence the activities contemplated herein,
Principal Underwriter will utilize the currently effective prospectus
relating to the subject Contracts in connection with its
underwriting, marketing and distribution efforts. As to other types
of sales material, Principal Underwriter hereby agrees and will
require any participating or selling broker-dealers to agree that
they will use only sales materials which have been authorized for use
by Company, which conform to the requirements of federal and state
securities laws and regulations and state insurance laws and
regulations, and which have been filed where necessary with the
appropriate regulatory authorities, including the NASD.
(b) Principal Underwriter will not distribute any prospectus, sales
literature or any other printed matter or material in the
underwriting and distribution of any Contract if, to the knowledge of
Principal Underwriter, any of the foregoing misstates the duties,
obligation or liabilities of Company or Principal Underwriter.
5. COMPENSATION
(a) Company agrees to pay Principal Underwriter for direct expenses
incurred on behalf of Company. Such direct expenses shall include,
but not be limited to, the costs of goods and services purchased from
outside vendors, travel expenses and state and federal regulatory
fees incurred on behalf of Company.
(b) Principal Underwriter shall present to Company a statement after the
end of the quarter showing the apportionment of services rendered and
the direct expenses incurred. Settlements are due and payable within
thirty days.
7
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the Investment
Company Act and rules and regulations thereunder, the procedures of Company and
the directions furnished by the purchasers of such Contracts at the time of
purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties
regarding the number of Contracts to be sold by licensed
broker-dealers and registered representatives of broker-dealers or
the amount to be paid thereunder. Principal Underwriter does,
however, represent that it will actively engage in its duties under
this Agreement on a continuous basis while there is an effective
registration statement with the Commission.
(b) Principal Underwriter will use its best efforts to ensure that the
Contracts shall be offered for sale by registered broker-dealers and
registered representatives (who also are duly licensed as insurance
agents) on the terms described in the currently effective prospectus
describing such Contracts.
(c) It is understood and agreed that Principal Underwriter may render
similar services to other companies in the distribution of other
variable contracts.
(d) The Company will use its best efforts to assure that the Contracts
are continuously registered under the Securities Act (and under any
applicable state "blue sky" laws) and to file for approval under
state insurance laws when necessary.
8
(e) The Company reserves the right at any time to suspend or limit the
public offering of the subject Contracts upon one day's written
notice to Principal Underwriter.
8. LEGAL AND REGULATORY ACTIONS
(a) The Company agrees to advise Principal Underwriter immediately of:
(i) any request by the Commission for amendment of the
Registration Statement or for additional information relating
to the Contracts;
(ii) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement relating to
the Contracts or the initiation of any proceedings for that
purpose; and
(iii) the happening of any known material event which makes untrue
any statement made in the Registration Statement relating to
the Contracts or which requires the making of a change therein
in order to make any statement made therein not misleading.
(b) Each of the undersigned parties agrees to notify the other in writing
upon being apprised of the institution of any proceeding,
investigation or hearing involving the offer or sale of the subject
Contracts.
(c) During any legal action or inquiry, Company will furnish to Principal
Underwriter such information with respect to the Separate Account and
Contracts in such form and signed by such of its officers as
Principal Underwriter may reasonably request and will warrant that
the statements therein contained when so signed are true and correct.
9
9. TERMINATION
(a) This Agreement will terminate automatically upon its assignment.
(b) This Agreement shall terminate without the payment of any penalty by
either party upon sixty (60) days' advance written notice.
(c) This Agreement shall terminate at the option of the Company upon
institution of formal proceedings against Principal Underwriter by
the NASD or by the Commission, or if Principal Underwriter or any
representative thereof at any time:
(i) employs any device, scheme, artifice, statement or omission to
defraud any person;
(ii) fails to account and pay over promptly to the Company money
due it according to the Company's records; or
(iii) violates the conditions of this Agreement.
10. INDEMNIFICATION
The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:
(a) arising out of any act or omission in the course of or in connection
with rendering services under this Agreement; or
10
(b) arising out of the purchase, retention or surrender of a contract;
provided, however, that the Company will not indemnify Principal
Underwriter for any such liability that results from the willful
misfeasance, bad faith or gross negligence of Principal Underwriter
or from the reckless disregard by such Principal Underwriter of its
duties and obligations arising under this Agreement.
11. GENERAL PROVISIONS
(a) This Agreement shall be subject to the laws of the State of Nebraska.
(b) This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time by
the mutual agreement and consent of the undersigned parties.
(c) In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in way be affected or impaired
thereby.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of November 25, 1998.
LINCOLN BENEFIT LIFE COMPANY
(and LINCOLN BENEFIT LIFE COMPANY VARIABLE UNIVERSAL LIFE ACCOUNT)
BY: /s/ B. Xxxxxx Xxxxxx
----------------------------------
President & Chief Operating Officer
ALLSTATE LIFE FINANCIAL SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
----------------------------------
President
11
UNDERWRITING AGREEMENT
ATTACHMENT A
"CONTRACTS" FORM #
----------- ------
Investor's Select VAP 9390
Consultant VAP 9800
12
Exhibit 10.7
PRINCIPAL UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this 25th day of November, 1998, by and
among LINCOLN BENEFIT LIFE COMPANY, ("LBL" or "Company") a life insurance
company organized under the laws of the State of Nebraska, on its own and on
behalf of the VARIABLE ANNUITY ACCOUNT (A) ("Separate Account"), a separate
account established pursuant to the insurance laws of the State of Nebraska, and
ALLSTATE LIFE FINANCIAL SERVICES, INC., ("Principal Underwriter"), a corporation
organized under the laws of the state of Delaware.
WITNESSETH:
WHEREAS, Company proposes to issue to the public certain flexible premium
deferred variable annuity contracts identified in the Attachment A
("Contracts"); and
WHEREAS, Company, by resolution adopted on August 3, 1992, established the
Separate Account for the purpose of issuing the Contracts; and
WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940, as amended, ("Investment Company Act") (File No.
811-7924); and
WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933, as amended, ("Securities Act")
(File No. 33-66786, 333-50545, 333-59765, 333-50736, 333-59765) for offer and
sale to the public and otherwise are in compliance with all applicable laws; and
WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, ("Exchange Act") and a member of
the National Association of Securities Dealers, Inc. ("NASD"), proposes to act
as principal underwriter on an
agency (best efforts) basis in the marketing and distribution of said Contracts;
and
WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company through the
Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:
1. AUTHORITY AND DUTIES
(a) Principal Underwriter will serve as an underwriter and distributor on
an agency basis for the Contracts which will be issued by the Company
through the Separate Account.
(b) Principal Underwriter will use its best efforts to provide
information and marketing assistance to licensed insurance agents and
broker-dealers on a continuing basis. However, Principal Underwriter
shall be responsible for compliance with the requirements of state
broker-dealer regulations and the Exchange Act as each applies to
Principal Underwriter in connection with its duties as distributor of
said Contracts. Moreover, Principal Underwriter shall conduct its
affairs in accordance and compliance with the NASD Conduct Rules.
(c) Subject to agreement with the Company, Principal Underwriter may
enter into selling agreements with broker-dealers which are
registered under the Exchange Act and/or authorized by applicable law
or exemptions to sell variable annuity contracts issued by Company
through the Separate Account. Any such contractual arrangement is
expressly made subject to this Agreement, and Principal Underwriter
will at all times be responsible to Company for supervision
2
of compliance with the federal securities laws regarding distribution
of Contracts.
2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter that:
(i) Registration Statements on Form N-4 and S1 of the Contracts
identified in Attachment A have been filed with the Commission
in the form previously delivered to Principal Underwriter and
that copies of any and all amendments thereto will be
forwarded to Principal Underwriter at the time that they are
filed with Commission;
(ii) The Registration Statement and any further amendments or
supplements thereto will, when they become effective, conform
in all material respects to the requirements of the Securities
Act and the Investment Company Act, and the rules and
regulations of the Commission under such Acts, and will not
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall
not apply to any statement or omission made in reliance upon
and in conformity with information furnished in writing to
Company by Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance
company in good standing under the laws of the State of
Nebraska, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction in which
it owns or leases properties, or conducts any business;
3
(iv) The Contracts to be issued by the Company through the Separate
Account and offered for sale by Principal Underwriter on
behalf of the Company hereunder have been duly and validly
authorized and, when issued and delivered with payment
therefore as provided herein, will be duly and validly issued
and will conform to the description of such Contracts
contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be
appropriately licensed and/or appointed to comply with the
state insurance laws;
(vi) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in
a violation of any of the provisions of or default under any
statute, indenture, mortgage, deed of trust, note agreement or
other agreement or instrument to which Company is a party or
by which Company is bound (including Company's Charter or
By-laws as a stock life insurance company, or any order, rule
or regulation of any court or governmental agency or body
having jurisdiction over Company or any of its properties);
(vii) There is no consent, approval, authorization or order of any
court or governmental agency or body required for the
consummation by Company of the transactions contemplated by
this Agreement, except such as may be required under the
Exchange Act or state insurance or securities laws in
connection with the distribution of the Contracts; and
(viii) There are no material legal or governmental proceedings
pending to which Company or the Separate Account is a party or
of which any property of Company or the Separate Account is
the subject (other than as set forth in
4
the Prospectus relating to the Contracts, or litigation
incidental to the kind of business conducted by the Company)
which, if determined adversely to Company, would individually
or in the aggregate have a material adverse effect on the
financial position, surplus or operations of Company.
(b) Principal Underwriter represents and warrants to Company that:
(i) It is a broker-dealer duly registered with the Commission
pursuant to the Exchange Act, is a member in good standing of
the NASD, and is in compliance with the securities laws in
those states in which it conducts business as a broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and sale
of Contracts to the public only by and through persons who are
appropriately licensed under the securities laws and who are
appointed in writing by the Company to be authorized insurance
agents, unless such persons are exempt from licensing and
appointment requirements;
(iii) The performance of this Agreement and the consummation of the
transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of or
constitute a default under any statute, indenture, mortgage,
deed of trust, note agreement or other agreement or instrument
to which Principal Underwriter is a party or by which
Principal Underwriter is bound (including the Certificate of
Incorporation or By-laws of Principal Underwriter or any
order, rule or regulation of any court or governmental agency
or body having jurisdiction over either Principal Underwriter
or its property); and
5
(iv) To the extent that any statements made in the Registration
Statement, or any amendments or supplements thereto, are made
in reliance upon and in conformity with written information
furnished to Company by Principal Underwriter expressly for
use therein, such statements will, when they become effective
or are filed with the Commission, as the case may be, conform
in all material respects to the requirements of the Securities
Act and the rules and regulations of the Commission
thereunder, and will not contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein
not misleading.
3. BOOKS AND RECORDS
(a) Principal Underwriter shall keep, in a manner and form approved
by Company and in accordance with Rules 17a-3 and 17a-4 under the
Exchange Act, correct records and books of account as required to
be maintained by a registered broker-dealer, acting as principal
underwriter, of all transactions entered into on behalf of
Company with respect to its activities under this Agreement.
Principal Underwriter shall make such records and books of
account available for inspection by the Commission, the NASD, and
all other regulatory bodies having jurisdiction, and Company
shall have the right to inspect, make copies of or take
possession of such records and books of account at any time upon
demand.
(b) Subject to applicable Commission or NASD restrictions, Company
will send confirmations of Contract transactions to Contract Owners.
Company will make such confirmations and records of transactions
available to Principal Underwriter upon request. Company will also
maintain Contract Owner records on behalf of Principal Underwriter to
the extent permitted by applicable securities laws.
6
4. SALES MATERIALS
(a) After authorization to commence the activities contemplated herein,
Principal Underwriter will utilize the currently effective prospectus
relating to the subject Contracts in connection with its
underwriting, marketing and distribution efforts. As to other types
of sales material, Principal Underwriter hereby agrees and will
require any participating or selling broker-dealers to agree that
they will use only sales materials which have been authorized for use
by Company, which conform to the requirements of federal and state
securities laws and regulations and state insurance laws and
regulations, and which have been filed where necessary with the
appropriate regulatory authorities, including the NASD.
(b) Principal Underwriter will not distribute any prospectus, sales
literature or any other printed matter or material in the
underwriting and distribution of any Contract if, to the knowledge of
Principal Underwriter, any of the foregoing misstates the duties,
obligation or liabilities of Company or Principal Underwriter.
5. COMPENSATION
(a) Company agrees to pay Principal Underwriter for direct expenses
incurred on behalf of Company. Such direct expenses shall include,
but not be limited to, the costs of goods and services purchased from
outside vendors, travel expenses and state and federal regulatory
fees incurred on behalf of Company.
(b) Principal Underwriter shall present to Company a statement after the
end of the quarter showing the apportionment of services rendered and
the direct expenses incurred. Settlements are due and payable within
thirty days.
7
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the Investment
Company Act and rules and regulations thereunder, the procedures of Company and
the directions furnished by the purchasers of such Contracts at the time of
purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties
regarding the number of Contracts to be sold by licensed
broker-dealers and registered representatives of broker-dealers or
the amount to be paid thereunder. Principal Underwriter does,
however, represent that it will actively engage in its duties under
this Agreement on a continuous basis while there is an effective
registration statement with the Commission.
(b) Principal Underwriter will use its best efforts to ensure that the
Contracts shall be offered for sale by registered broker-dealers and
registered representatives (who also are duly licensed as insurance
agents) on the terms described in the currently effective prospectus
describing such Contracts.
(c) It is understood and agreed that Principal Underwriter may render
similar services to other companies in the distribution of other
variable contracts.
(d) The Company will use its best efforts to assure that the Contracts
are continuously registered under the Securities Act (and under any
applicable state "blue sky" laws) and to file for approval under
state insurance laws when necessary.
8
(e) The Company reserves the right at any time to suspend or limit the
public offering of the subject Contracts upon one day's written
notice to Principal Underwriter.
8. LEGAL AND REGULATORY ACTIONS
(a) The Company agrees to advise Principal Underwriter immediately of:
(i) any request by the Commission for amendment of the
Registration Statement or for additional information relating
to the Contracts;
(ii) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement relating to
the Contracts or the initiation of any proceedings for that
purpose; and
(iii) the happening of any known material event which makes untrue
any statement made in the Registration Statement relating to
the Contracts or which requires the making of a change therein
in order to make any statement made therein not misleading.
(b) Each of the undersigned parties agrees to notify the other in writing
upon being apprised of the institution of any proceeding,
investigation or hearing involving the offer or sale of the subject
Contracts.
(c) During any legal action or inquiry, Company will furnish to Principal
Underwriter such information with respect to the Separate Account and
Contracts in such form and signed by such of its officers as
Principal Underwriter may reasonably request and will warrant that
the statements therein contained when so signed are true and correct.
9
9. TERMINATION
(a) This Agreement will terminate automatically upon its assignment.
(b) This Agreement shall terminate without the payment of any penalty by
either party upon sixty (60) days' advance written notice.
(c) This Agreement shall terminate at the option of the Company upon
institution of formal proceedings against Principal Underwriter by
the NASD or by the Commission, or if Principal Underwriter or any
representative thereof at any time:
(i) employs any device, scheme, artifice, statement or omission to
defraud any person;
(ii) fails to account and pay over promptly to the Company money
due it according to the Company's records; or
(iii) violates the conditions of this Agreement.
10. INDEMNIFICATION
The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:
(a) arising out of any act or omission in the course of or in connection
with rendering services under this Agreement; or
(b) arising out of the purchase, retention or surrender of a contract;
provided, however, that the Company will not indemnify Principal
Underwriter for any such
10
liability that results from the willful misfeasance, bad faith or
gross negligence of Principal Underwriter or from the reckless
disregard by such Principal Underwriter of its duties and obligations
arising under this Agreement.
11. GENERAL PROVISIONS
(a) This Agreement shall be subject to the laws of the State of Nebraska.
(b) This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time by
the mutual agreement and consent of the undersigned parties.
(c) In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in way be affected or impaired
thereby.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of November 25, 1998.
LINCOLN BENEFIT LIFE COMPANY
(and LINCOLN BENEFIT LIFE COMPANY VARIABLE ANNUITY ACCOUNT)
BY: /s/ B. Xxxxxx Xxxxxx
-----------------------------------
President & Chief Operating Officer
ALLSTATE LIFE FINANCIAL SERVICES, INC.
BY: /s/ Xxxx X. Xxxxxx
-----------------------------------
President
12
UNDERWRITING AGREEMENT
ATTACHMENT A
"CONTRACTS" FORM #
---------- ----------
Investor's Select VAP 9330
Consultant I VAP 9830
Consultant II VAP 9840
12
Exhibit 10.8
REINSURANCE AGREEMENT
between the
LINCOLN BENEFIT LIFE COMPANY, Lincoln, Nebraska
hereinafter "LINCOLN", and
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
hereinafter "ALLSTATE"
Article I.
BASIS OF REINSURANCE
1. One-hundred percent (100%) of the net benefits (defined in Article II,
Paragraph 1), under all eligible policies (defined in Schedule A) of
LINCOLN, will be reinsured with ALLSTATE.
2. This reinsurance will be ceded to ALLSTATE on an automatic coinsurance
basis.
3. In no event will reinsurance under this Agreement be in force unless the
corresponding policy issued by LINCOLN or the reinsurance accepted by
LINCOLN is in force.
Article II.
REINSURANCE BENEFITS
1. Net benefits are defined as follows:
(a) For a policy issued directly by LINCOLN and reinsured under this
Agreement, net benefits are the actual amounts payable by LINCOLN to
the policyholder, less any amounts payable to LINCOLN by another
reinsurer with respect to the policy. These payments include death
benefits, endowment benefits, annuity benefits, disability benefits,
benefits under A & H policies, coupons, dividends, surrender benefits,
payments on supplementary contracts with and without life
contingencies, and dividend and coupon accumulations.
1
(b) For reinsurance accepted by LINCOLN and retroceded under this
Agreement, net benefits are the actual amounts payable by LINCOLN to
the ceding company with respect to the policy reinsured by LINCOLN.
These payments will include commissions and expense allowances on
reinsurance accepted.
2. For policies issued directly or for reinsurance accepted by LINCOLN on or
prior to the Effective Date of this Agreement, ALLSTATE's liability for net
benefits will begin on the first day following the Agreement's Effective
Date. This liability will include net benefits incurred on or prior to the
Effective Date of this Agreement, but not paid until after the Agreement's
Effective Date.
3. For policies issued directly or for reinsurance accepted by LINCOLN after
the Effective Date of this Agreement, ALLSTATE's liability for net benefits
will begin simultaneously with that of LINCOLN and will include any
liability LINCOLN may incur as a result of a Temporary Insurance Agreement
or Conditional Receipt issued in conjunction with a policy subject to this
Agreement.
4. ALLSTATE's liability under this Agreement will continue as long as LINCOLN
remains liable on the underlying coverage, and will terminate
simultaneously with LINCOLN's termination of liability.
Article III.
RESERVE TRANSFERS
1. On or before the Effective Date of this Agreement, LINCOLN shall pay to
ALLSTATE ten million dollars ($10,000,000) in cash.
2. Within ninety (90) days following the Effective Date of this Agreement,
LINCOLN shall pay to ALLSTATE assets with statutory book value equal to
[(a)-(b)-(c)] x [1+(d)(e)/365], where (a) through (e) are as defined below.
The transferred assets will include all policy loans held by LINCOLN as of
the Effective Date of this Agreement.
(a) Net statutory reserves determined as the portion of the following
items (i) through (xvii), minus items (xviii) through (xx)
attributable to the policies ceded to ALLSTATE under this Agreement.
The applicable portion of these items will be calculated as of the
Effective Date of this Agreement and will be based on the
corresponding items from LINCOLN's statutory financial statement as
filed with the Nebraska Insurance Department.
2
ITEM NAIC STATEMENT REFERENCE* DESCRIPTION
---- ------------------------- ---------------------------------------------------------
(i) Page 3, Line 1 Aggregate reserve for life policies and contracts
(ii) Page 3, Line 2 Aggregate reserve for A & H policies and contracts
(iii) Page 3, Line 3 Supplementary contracts without life contingencies
(iv) Page 3, Lines 4.1 & 4.2 Policy and contract claims
(v) Page 3, Line 5 Policyholders' dividends and coupon accumulations
(vi) Page 3, Line 6 Policyholders' dividends and coupons due and unpaid
(vii) Page 3, Lines 7.1, 7.2, & 7.3 Provision for policyholders' dividends and coupons payable
in following calendar year
(viii) Page 3, Line 8 Amount provisionally held for deferred dividend policies
(ix) Page 3, Line 9 Premium and annuity considerations received in advance
(x) Page 3, Line 10 Liability for premiums and other deposit funds
(xi) Page 3, Lines 11.1, 11.2, 11.3 & 11.4 Policy and contract liabilities not included elsewhere
(xii) Page 3, Line 12 Liability for index policies
(xiii) Page 3, Line 13 Commissions to agents due or accrued
(xiv) Page 3, Line 13A Commissions and expense allowances payable on reinsurance
assumed
(xv) Page 3, Line 14 General expenses due or accrued
(xvi) Page 3, Line 15 Taxes, licenses and fees due or accrued (excluding FIT)
* References herein are to the 1985 NAIC Statutory Statement. Appropriate
adjustments will be made for changes, if any, in the NAIC Statutory Statement on
or after the Effective Date.
3
ITEM NAIC STATEMENT REFERENCE* DESCRIPTION
---- ------------------------- -----------------------------------------------------------
(xvii) Page 3, Line 16 Cost of collection on premiums and annuity considerations
deferred and uncollected in excess of total loading
(xviii) Page 2, Lines 11.1, 11.2, 11.3 & 11.4 Reinsurance ceded (amounts due)
(xix) Page 2, Line 17 Life insurance premiums and annuity considerations deferred
and uncollected
(xx) Page 2, Line 18 Accident and health premiums due and unpaid
(b) An initial ceding commission of five million dollars ($5,000,000).
(c) The amount transferred under Article III, Paragraph 1.
(d) The annual rate of interest appearing on LINCOLN's statutory financial
statement (NAIC Statement Reference*: Exhibit 2, Line 8) as filed with
the Nebraska Insurance Department as of the Effective Date of this
Agreement.
(e) The number of days between the Effective Date of this Agreement and
the date when payment is made.
* References herein are to the 1985 NAIC Statutory Statement. Appropriate
adjustments will be made for changes, if any, in the NAIC Statutory Statement on
or after the Effective Date.
4
3. Within thirty (30) days following the filing of ALLSTATE's 1986 Federal
Income Tax return, LINCOLN shall pay to ALLSTATE assets with statutory book
value equal to 0.368 x [(a)-(b)], where (a) and (b) are as defined below.
(a) Net statutory reserves on the Effective Date of this Agreement as
calculated under Article III, Paragraph 2, Item (a).
(b) Net tax reserves on the Effective Date of this Agreement for the items
listed in Article III, Paragraph 2, Item (a), as revalued for purposes
of calculating the 1986 Federal Income Tax liability.
4. Within ninety (90) days following the recapture by LINCOLN of any business
ceded to another reinsurer, LINCOLN shall pay to ALLSTATE assets with
statutory book value equal to (a) x [1+(b)(c)/365], where (a) through (c)
are as defined below.
(a) Net Statutory reserves, as defined in Article III, Paragraph 2, Item
(a), attributable to the policies so recaptured. The applicable
portion of these items will be calculated as of the end of the month
following the Date of Recapture.
(b) The annual rate of interest appearing on LINCOLN's statutory financial
statement (NAIC Statement Reference*: Exhibit 2, Line 8) as filed with
the Nebraska Insurance Department as of the end of the calendar year
immediately preceding the Date of Recapture.
(c) The number of days between the end of the month following the Date of
Recapture and the date when payment is made.
* References herein are to the 1985 NAIC Statutory Statement. Appropriate
adjustments will be made for changes, if any, in the NAIC Statutory Statement on
or after the Effective Date.
5
Article IV.
MONTHLY SETTLEMENTS
1. Within thirty (30) days following the end of each calendar month in which
this Agreement is in effect, LINCOLN shall pay to ALLSTATE, with respect to
eligible policies under this Agreement, a reinsurance premium equal to (or
the accounting equivalent of) Item (a) below less the sum of Items (b) and
(c) below.
(a) Gross premiums (direct and reinsurance) collected by LINCOLN during
the month.
(b) Gross premiums refunded by LINCOLN during the month to policyholders.
(c) Reinsurance premiums paid by LINCOLN during the month to reinsurers
other than ALLSTATE.
2. Within thirty (30) days following the end of each calendar month in which
this Agreement is in effect, ALLSTATE shall pay to LINCOLN a benefit and
expense allowance equal to (or the accounting equivalent of) the sum of
Items (a), (b), (c) and (d) below.
(a) Net benefits (as defined in Article II, Paragraph 1) paid by LINCOLN
with respect to the policies ceded under this Agreement.
(b) Commissions and other sales compensation paid by LINCOLN with respect
to the policies ceded under this Agreement.
(c) General insurance expenses paid by LINCOLN with respect to the
policies ceded under this Agreement.
(d) Insurance taxes, licenses and fees (excluding Federal Income Tax) paid
by LINCOLN with respect to the policies ceded under this Agreement.
3. Within thirty (30) days following the end of each calendar month in which
this Agreement is in effect, ALLSTATE shall pay to LINCOLN a ceding
commission equal to (or the accounting equivalent of) the sum of Items (a)
and (b) below.
(a) Eight-hundredths of one percent (.08%) of the net statutory reserves,
as defined in Article III, Paragraph 2, Item (a), attributable to the
policies ceded under this Agreement as of the end of the calendar
month immediately preceding the date of the monthly payment.
(b) Six cents ($.06) per thousand dollars of life insurance in force
attributable to the policies ceded under this Agreement as of the end
of the calendar month immediately preceding the date of the monthly
payment.
6
Article V.
OVERSIGHTS
ALLSTATE shall be bound as LINCOLN is bound, and it is expressly understood
and agreed that if failure to reinsure or failure to comply with any terms
of this Agreement is shown to be unintentional and the result of
misunderstanding or oversight on the part of either LINCOLN or ALLSTATE,
both LINCOLN and ALLSTATE shall be restored to the positions they would
have occupied had no such error or oversight occurred.
Article VI.
POLICY CHANGES
If any change is made in coverage reinsured under this Agreement, LINCOLN
shall notify ALLSTATE.
Article VII.
RECAPTURE
1. If a policy reinsured under this Agreement becomes ineligible for
reinsurance (as specified in Schedule A) because of a policy change or the
passing of a policy anniversary, the policy will be immediately recaptured
by LINCOLN.
2. LINCOLN shall notify ALLSTATE of any such recapture.
3. Upon receiving notice of recapture, ALLSTATE shall pay to LINCOLN an amount
equal to the net statutory reserves associated with the recaptured policy.
This amount will be determined in accordance with the formula defined in
Article III, Paragraph 1, Item (a), as of the end of the month following
the date of recapture.
Article VIII.
INSPECTION OF RECORDS
LINCOLN and ALLSTATE shall have the right, at any reasonable time, to
examine at the office of the other, any books, documents, reports or
records which pertain in any way to the policies reinsured under this
Agreement.
7
Article IX.
INSOLVENCY
In the event of the insolvency of LINCOLN, reinsurance hereunder is payable
by Allstate on the basis of its liability hereunder without diminution
because of the insolvency of LINCOLN. It is further agreed, that, in the
event of the insolvency of LINCOLN, the liquidator, receiver or statutory
successor of the insolvent LINCOLN shall give written notice to ALLSTATE of
the pendency of an obligation of the insolvent LINCOLN on any policy
reinsured, whereupon ALLSTATE may investigate such claim and interpose at
its own expense, in the proceeding where such claim is to be adjudicated,
any defense or defenses which it may deem available to LINCOLN or its
liquidator or statutory successor. The expense thus incurred by ALLSTATE
shall be chargeable, subject to court approval, against the insolvent
LINCOLN as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to LINCOLN solely as a
result of the defense undertaken by ALLSTATE.
Article X.
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within
twenty (20) days from receipt of notice from one party that an arbitrator
has been appointed, the other party will also name an arbitrator. The two
arbitrators will choose a third arbitrator and will forthwith notify the
contracting parties of such choice. Each arbitrator should be an officer of
a life insurance company. The arbitrators will consider this Agreement as
an honorable engagement rather than merely as a legal obligation, and will
be relieved of all judicial formalities. The decision of the arbitrators
will be final and binding upon the parties hereto. Each party shall bear
the expenses of its own arbitrator and shall jointly and equally bear the
expenses of the third arbitrator and of the arbitration. Any such
arbitration will take place at the Home Office of LINCOLN, unless some
other location is mutually agreed upon.
Article XI.
PARTIES TO AGREEMENT
This Agreement is solely between LINCOLN and ALLSTATE. The acceptance of
reinsurance hereunder does not create any right or legal relation whatever
between ALLSTATE and any party in interest under any policy reinsured
hereunder.
8
Article XII.
DURATION OF AGREEMENT
This Agreement will be effective as of December 31, 1986, and will be
unlimited as to its duration but may be terminated at any time insofar as
it pertains to the handling of new business by either party giving sixty
(60) days written notice of termination.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the date shown below.
LINCOLN BENEFIT LIFE COMPANY of Lincoln, Nebraska
on 12/26, 1986
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Title: President
---------------------------------------
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
on December, 24, 1986
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Title: Senior Vice President and Chief Actuary
---------------------------------------
9
REINSURANCE AGREEMENT
between the
LINCOLN BENEFIT LIFE COMPANY, Lincoln, Nebraska
hereinafter "LINCOLN" and
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
hereinafter "ALLSTATE"
Schedule A
ELIGIBLE AND INELIGIBLE POLICIES
1. This Agreement covers all eligible policies in force in LINCOLN on the
Effective Date of this Agreement, all eligible policies issued directly by
LINCOLN after the Effective Date of this Agreement, and all reinsurance
accepted by LINCOLN before and after the Effective Date of this Agreement.
Eligible policies include:
(a) All ordinary, group and credit coverages not defined as ineligible in
Schedule A, Paragraph 2;
(b) All life insurance, A & H insurance, annuities and supplemental
benefits not defined as ineligible in Schedule A, Paragraph 2; and
(c) All policies, certificates and supplementary contracts with and
without life contingencies not defined as ineligible in Schedule A,
Paragraph 2.
2. Ineligible policies are defined as follows:
(a) Ordinary permanent limited-pay life insurance policies which under the
terms of the policies have premium paying periods greater than one
year and which have been fully paid-up as a result of the expiration
of their premium paying period; and
(b) Ordinary permanent life insurance policies which have become fully
paid-up as a result of the exercise of the reduced paid-up
nonforfeiture option.
10
AMENDMENT #1
TO THE REINSURANCE AGREEMENT EFFECTIVE DECEMBER 31, 1986
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN, NEBRASKA
(HEREINAFTER "LINCOLN")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
1. Article III, Paragraph 2 of the above mentioned reinsurance agreement is
hereby amended to read, in its entirety:
Within one-hundred and eighty (180) days following the Effective Date of
this Agreement, LINCOLN shall pay to ALLSTATE assets with statutory book
value equal to (a) less the sum of (b) and (c), where (a), (b) and (c) are
as defined below. LINCOLN shall also pay to ALLSTATE interest on this
amount; such amount being equal to the sum of (d) and (e), as defined
below.
(a) Net statutory reserves determined as the portion of the following
items (i) through (xiii), minus items (xiv) through (xvi) attributable
to the policies ceded to ALLSTATE under this Agreement. The applicable
portion of these items will be calculated as of the Effective Date of
this Agreement and will be based on the corresponding items from
LINCOLN's statutory financial statement as filed with the Nebraska
Insurance Department.
REFERENCE*
ITEM NAIC STATEMENT DESCRIPTION
---- -------------- ------------------------------------------------
(i) Page 3, Line 1 Aggregate reserve for life policies and contracts
(ii) Page 3, Line 2 Aggregate reserve for A & H policies and contracts
(iii) Page 3, Line 3 Supplementary contracts without life contingencies
(iv) Page 3, Lines 4.1 & 4.2 Policy and contract claims
(v) Page 3, Line 5 Policyholders' dividends and coupon accumulations
Page 1 of 4
REFERENCE*
ITEM NAIC STATEMENT DESCRIPTION
---- -------------- ---------------------------------------------------
(vi) Page 3, Line 6 Policyholders' dividends and coupons due and unpaid
(vii) Page 3, Lines 7.1, 7.2 & 7.3 Provision for policyholders' dividends and coupons
payable in following calendar year
(viii) Page 3, Line 8 Amount provisionally held for deferred dividend
policies
(ix) Page 3, Line 9 Premium and annuity considerations received in
advance
(x) Page 3, Line 10.1, 10.2 & 10.3 Liability for premiums and other deposit funds
(xi) Page 3, Line 11.1, 11.2 & 11.3 Policy and contract liabilities not included
elsewhere
(xii) Page 3, Line 15 Cost of collection on premiums and annuity
considerations deferred and uncollected in excess of
total loading
(xiii) Page 3, Line 25 Aggregate write-ins for liabilities (liability for
only indexed policies and reinsurance premiums
payable)
(xiv) Page 2, Line 11.1, 11.2 & 11.3 Reinsurance ceded (amounts due)
(xv) Page 2, Line 14 Life insurance premiums and annuity considerations
deferred and uncollected
(xvi) Page 2, Line 15 Accident and health premiums due and unpaid
(b) An initial ceding commission of five million dollars ($5,000,000).
(c) The amount transferred under Article III, Paragraph 1.
(d) All interest payments, dividend payments and mortgage payments
received by LINCOLN, between the Effective Date of this Agreement and
the date of asset transfer, on the assets transferred.
(e) Interest on cash transferred at an effective rate of six percent (6%)
per annum, compounded daily, from the Effective Date of this Agreement
to the date of asset transfer.
* References herein are to the 1986 NAIC Statutory Statement. Appropriate
adjustments will be made for changes, if any, in the NAIC Statutory
Statement after the Effective Date.
Page 2 of 4
2. Article III, Paragraph 3 of the above mentioned reinsurance agreement is
hereby amended to read, in its entirety:
Within sixty (60) days following the filing of ALLSTATE's 1986 Federal
Income Tax return, LINCOLN shall pay to ALLSTATE assets with statutory book
value equal to 0.368 X [(a)-(b)], where (a) and (b) are as defined below.
(a) Net statutory reserves on the Effective Date of this Agreement as
calculated under Article III, Paragraph 2, Item (a).
(b) Net tax reserves on the Effective Date of this Agreement for the items
listed in Article III, Paragraph 2, Item (a), as revalued for purposes
of calculating the 1986 Federal Income Tax liability.
3. A paragraph, labelled Article III, Paragraph 5, is hereby inserted into the
above mentioned reinsurance agreement. The paragraph shall read, in its
entirety:
With sixty (60) days following the filing of an ALLSTATE Federal Income Tax
return for a year in which there was a recapture by LINCOLN of any business
ceded to another reinsurer, LINCOLN shall pay to ALLSTATE assets with
statutory book value equal to the product of the then current Federal
Income Tax rate applicable to ALLSTATE and the amount (a)-(b), where (a)
and (b) are as defined below.
(a) Net statutory reserves, as defined in Article III, Paragraph 2, Item
(a), attributable to the policies so recaptured. The applicable
portion of these items will be calculated as of the end of the
calendar year following the date of recapture.
(b) Net tax reserves for the items listed in Article III, Paragraph 2,
Item (a), attributable to the policies so recaptured and as revalued
for purposes of calculating ALLSTATE's Federal Income Tax liability.
The applicable portion of these items will be calculated as of the end
of the calendar year following the date of recapture.
4. Article IV, Paragraph 2 of the above mentioned reinsurance agreement is
hereby amended to read, in its entirety:
Within thirty (30) days following the end of each calendar month in which
this Agreement is in effect, ALLSTATE shall pay to LINCOLN a benefit and
expense allowance equal to (or the accounting equivalent of) the sum of
Items (a), (b), (c) and (d) below:
(a) Net benefits (as defined in Article II, Paragraph 1) paid by LINCOLN
with respect to the policies ceded under this Agreement.
(b) Commissions and other sales compensation incurred by LINCOLN with
respect to the policies ceded under this Agreement.
(c) General insurance expenses incurred by LINCOLN with respect to the
policies ceded under this Agreement.
Page 3 of 4
(d) Insurance taxes, licenses and fees (excluding Federal Income Tax)
incurred by LINCOLN with respect to the policies ceded under this
Agreement.
5. Article IV, Paragraph 3, of the above mentioned reinsurance agreement is
hereby deleted, in its entirety, from the agreement.
6. Article VII, Paragraph 3 of the above mentioned reinsurance agreement is
hereby amended to read, in its entirety:
Upon receiving notice of recapture, ALLSTATE shall pay to LINCOLN an amount
equal to the net statutory reserves associated with the recaptured policy.
This amount will be determined in accordance with the formula defined in
Article III, Paragraph 2, Item (a), as of the end of the month following
the date of recapture.
7. This Amendment shall become effective on January 1, 1987. This Amendment
shall be subject to all the terms and conditions of the Reinsurance
Agreement of which it is a part which do not conflict with the terms
hereof.
IN WITNESS HEREOF, the parties to this Amendment have caused it to be duly
executed in duplicate by their respective officers on the date shown below.
LINCOLN BENEFIT LIFE COMPANY of Lincoln, Nebraska
By /s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx
Title President
-----------------------------
Date 10/16/87
-----------------------------
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
By /s/ Xxxxxx X. Xxxx
-------------------------------
Title Vice President and Controller
-----------------------------
Date October 22, 1987
-----------------------------
Page 4 of 4
AMENDMENT NO. 2
TO THE REINSURANCE AGREEMENT
EFFECTIVE DECEMBER 31, 1986
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
AND
ALLSTATE LIFE INSURANCE COMPANY
WHEREAS, Lincoln Benefit Life Company desires to cede, and Allstate
Life Insurance Company desires to reinsure policy loans on the policies
reinsured under the Reinsurance Agreement;
NOW THEREFORE, the Reinsurance Agreement is hereby amended by amending
Paragraphs 1 & 2 of Article IV, to read as follows:
1. Within thirty (30) days following the end of each
calendar month in which this Agreement is in effect,
LINCOLN shall pay to ALLSTATE, with respect to eligible
policies under this Agreement, a reinsurance premium
equal to (or the accounting equivalent of) the sum of
Item (a) plus (b) below, less the sum of Items (c) and
(d) below.
(a) Gross premiums (direct and reinsurance) collected
by LINCOLN during the month.
(b) Policy loan repayments collected by LINCOLN during
the month with respect to the policies ceded under
this Agreement.
(c) Gross premiums refunded by LINCOLN during the
month to policyholders.
(d) Reinsurance premiums paid by LINCOLN during the
month to reinsurers other than ALLSTATE.
2. Within thirty (30) days following the end of each
calendar month in which this Agreement is in effect,
ALLSTATE shall by to LINCOLN a benefit and expense
allowance equal to (or the accounting equivalent of)
the sum of Items (a), (b), (c), (d) and (e) below.
(a) Net benefits (as defined in Article II, Paragraph
1) paid by LINCOLN with respect to the policies
ceded under this Agreement.
(b) Commissions and other sales compensation insurred
by LINCOLN with respect to the policies ceded
under this Agreement.
(c) General insurance expenses incurred by LINCOLN
with respect to the policies ceded under this
Agreement.
(d) Insurance taxes, licenses and fees (excluding
Federal Income Tax) incurred by LINCOLN with
respect to the policies ceded under this
Agreement.
(e) Policy loan distributions to policyholders
incurred by LINCOLN with respect to the policies
ceded under this Agreement.
This Amendment shall be effective as of September 1, 1990.
IN WITNESS WHEREOF, the parties to this Amendment have caused their
respective officers to execute this Amendment on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY
BY: /s/ Xxxxxx X. Xxxx
----------------------------
TITLE: Vice President Actuary
----------------------------
DATE: December 13, 1990
----------------------------
ALLSTATE LIFE INSURANCE COMPANY
BY: /s/ Xxxxx X. Xxxx
----------------------------
TITLE: Assistant Vice President &
Corporate Actuary
----------------------------
DATE: December 13, 1990
----------------------------
- 2 -
AMENDMENT #3
to the Reinsurance Agreement
between
LINCOLN BENEFIT LIFE COMPANY, Lincoln, Nebraska
(hereinafter "LINCOLN")
and
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
(hereinafter "ALLSTATE")
IT IS HEREBY AGREED that the Reinsurance Agreement effective December 31,
1986, between LINCOLN and ALLSTATE (hereinafter "Coinsurance Agreement"), is
amended as follows:
1. Article II, paragraphs 1(a) and 3 of the Coinsurance Agreement are
amended as set out below:
1. Net benefits are defined as follows:
(a) For an application received, or a policy issued, directly by
LINCOLN and reinsured under this Agreement, net benefits are
the actual amounts payable by LINCOLN to the policyholder,
less any amounts payable to LINCOLN by another reinsurer
with respect to the policy. These payments include death
benefits, endowment benefits, annuity benefits, disability
benefits, benefits under A & H policies, coupons, dividends,
surrender benefits, payments on supplementary contracts with
and without life contingencies, and dividend and coupon
accumulations.
3. With respect to applications received, or policies issued,
directly or for reinsurance accepted by LINCOLN after the
Effective Date of this Agreement, ALLSTATE's liability for net
benefits will begin simultaneously with that of LINCOLN and will
include any liability LINCOLN may incur as a result of a
Temporary Insurance Agreement or Conditional Receipt issued in
conjunction with a policy subject to this Agreement.
2. Article IV, paragraph 2(c) is amended to include the following
sentence:
The amount of general expenses to be allocated under this
Coinsurance Agreement will be based on the average number of
premium paying policies inforce divided by the total of the
average number of premium paying policies in force plus one-half
of the average number of paid-up policies inforce times the
total general expenses.
Page 1 of 2
3. Article IV 1(a) is amended to read as follows:
(a) Gross premiums (direct and reinsurance) and amounts
representing funds left with LINCOLN by beneficiaries and
reported by LINCOLN under "Amounts withheld or retained as
agent or trustee" on page 3 of the Annual Statement
collected by LINCOLN during the month.
This Amendment shall be effective as of September 1, 1993, and shall
supercede Amendment #3 effective on December 1, 1993 and signed by LINCOLN on
December 28, 1993 and ALLSTATE on January 3, 1994.
IN WITNESS HEREOF, the parties to this Amendment have caused it to be duly
executed in duplicate by their respective officers on the date shown below.
LINCOLN BENEFIT LIFE COMPANY of Lincoln, Nebraska
By /s/ Xxxxxx X. Xxxx
----------------------------
Title Sr. Vice President
Chief Actuary & Treasurer
----------------------------
Date October 11, 1995
----------------------------
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
By /s/ C. Xxxxxx Xxxxx
----------------------------
Title AVP
----------------------------
Date 10/16/95
----------------------------
Page 2 of 2
AMENDMENT # 4 TO THE
REINSURANCE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN, NEBRASKA
(HEREINAFTER "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
WHEREAS, LBL and Allstate entered into a Reinsurance Agreement effective
December 31, 1986 (hereinafter "Coinsurance Agreement"); and
WHEREAS, LBL and Allstate desire to amend the Agreement as stated below.
NOW THEREFORE, the Agreement is hereby amended as follows:
1.) Article III Section 2, is amended by deleting the last sentence of
both footnotes and replacing it with the following sentence:
"Appropriate adjustments will be made for changes, if any, in the NAIC
Statutory Statement and/or Blanks instructions."
2.) Article IX, "INSOLVENCY", is hereby amended by deleting said Article
in its entirety, and replacing it with the following new Article IX:
ARTICLE IX
INSOLVENCY
1. The portion of any risk or obligation assumed by Allstate, when such
portion is ascertained, shall be payable on demand of LBL, at the same
time as LBL shall pay its net retained portion of such risk or
obligation, with reasonable provision for verification before payment,
and the reinsurance shall be payable by Allstate, on the basis of the
liability of LBL under the contract or contracts reinsured without
diminution because of the insolvency of LBL.
2. In the event of the insolvency and the appointment of a conservator,
liquidator or statutory successor of LBL, such portion shall be
payable to such conservator, liquidator or statutory successor
immediately upon demand, with reasonable provision for verification,
on the basis of claims allowed against LBL by any court of competent
jurisdiction or by any conservator, liquidator or statutory successor
of LBL to allow such claims, without diminution because of such
insolvency or because such conservator, liquidator, or statutory
successor has failed to pay all or a portion of any claims.
3.) Article X, "ARBITRATION", shall be amended to include the following
language at the end of that article:
The decision of the Arbitrators shall be handed down within 45 days of
the date on which the arbitration is concluded.
4.) Article XII, "DURATION OF AGREEMENT", shall be deleted in its entirety
and shall be replaced with the following language:
This Agreement will be effective as of January 1, 1994, and will be
unlimited as to its duration; provided, however, it may be terminated
with respect to the reinsurance of new business by either party giving
the other party ninety (90) days prior written notice of termination.
5.) In addition, a new Article XIII is added to the Agreement, as follows:
ARTICLE XIII
ENTIRE AGREEMENT AND AMENDMENT OF AGREEMENT
This Agreement shall constitute the entire agreement between the parties with
respect to the business being reinsured hereunder. The parties agree that there
are no understandings between them other than as expressed in this Agreement.
Any change or modification to this Agreement shall be null and void unless made
by amendment to this Agreement and signed by both parties.
This Amendment shall be effective as of June 1, 1995.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------- ------------------------
Title: Senior Vice President Title: VP, Secy & Gen Counsel
--------------------- ------------------------
Date: 6/6/95 Date: June 7, 1995
--------------------- ------------------------
AMENDMENT #5
TO THE REINSURANCE AGREEMENT
Effective December 31, 1986
Between
LINCOLN BENEFIT LIFE COMPANY
(Hereinafter called "LINCOLN")
And
ALLSTATE LIFE INSURANCE COMPANY
(Hereinafter called "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective December 31, 1986
between LINCOLN and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.
Article IV is hereby amended by adding the following new paragraph:
ALLSTATE shall pay to LINCOLN, no less frequently than annually, any taxes
incurred by LINCOLN as a result of Section 848 of the Internal Revenue Code
which concerns capitalization of policy acquisition costs.
This Amendment shall be effective as of January 1, 1995. Except as amended
hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------
Title: Senior Vice President, Chief Actuary
and Treasurer
---------------------------------------------
Date: September 26, 1995
---------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ C. Xxxxxx Xxxxx
---------------------------------------------
Title: AVP
---------------------------------------------
Date: 10/2/95
---------------------------------------------
AMENDMENT #6
TO THE REINSURANCE AGREEMENT
Effective December 31, 1986
Between
LINCOLN BENEFIT LIFE COMPANY
(Hereinafter called "LINCOLN")
And
ALLSTATE LIFE INSURANCE COMPANY
(Hereinafter called "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective December 31, 1986
between LINCOLN and ALLSTATE (hereinafter "Agreement"), is amended as provided
below:
Schedule A of the Agreement is hereby replaced with a new Schedule A, which
is attached to this Amendment #6.
It is understood by the parties that, with respect to existing business of
Lincoln which first becomes eligible for reinsurance under the Agreement because
of this Amendment #6, assets will be paid to ALLSTATE by LINCOLN in the same
manner as for recaptured business set out in Paragraph 5 of Article III of the
Agreement.
This Amendment shall be effective as of December 31, 1996. Except as amended
hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Title: Executive Vice President
---------------------------------
Date: December 23, 1996
---------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ C. Xxxxxx Xxxxx
---------------------------------
Title: Assistant Vice President,
Corporate Actuary
---------------------------------
Date: 12/23/96
---------------------------------
Page 1 of 2
REINSURANCE AGREEMENT
Between
LINCOLN BENEFIT LIFE COMPANY, Lincoln, Nebraska
(Hereinafter called "LINCOLN")
And
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
(Hereinafter called "ALLSTATE")
Schedule A
ELIGIBLE AND INELIGIBLE POLICIES
1. This Agreement covers all eligible policies in force in LINCOLN on the
Effective Date of this Agreement, all eligible policies issued directly by
LINCOLN after the Effective Date of this Agreement, and all reinsurance
accepted by LINCOLN before and after the Effective Date of this Agreement.
2. An eligible policy is defined as any policy whose reserve is invested, in
whole or in part, in the LINCOLN General Account; provided, however, that
the portion of any such policy which is not so invested is not covered
under this Agreement.
Page 2 of 2
AMENDMENT NUMBER 7
TO THE REINSURANCE AGREEMENT
EFFECTIVE DECEMBER 31, 1986
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LINCOLN")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, LINCOLN and ALLSTATE desire to exclude from the Reinsurance Agreement
credit life and health insurance business in force on and after the effective
date of this Amendment; and
WHEREAS, LINCOLN desires to recapture in force credit life and health insurance
business as of the effective date of this Amendment;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby replaced with a new Schedule A, which
is attached to this Amendment.
2. It is understood by the parties that, with respect to existing business of
LINCOLN which first becomes ineligible for reinsurance under the Agreement
because of this Amendment and is recaptured by LINCOLN, ALLSTATE will pay to
LINCOLN assets with market value equal to the net statutory reserves, as defined
in Article III, Paragraph 2, Item (a), less ceding commissions and other related
expenses, attributable to the policies so recaptured. The applicable portions of
these items will be calculated as of the effective date of this Amendment, and
will be based on the corresponding items from ALLSTATE's statutory financial
statement as filed with the Illinois Insurance Department.
3. This Amendment shall be effective as of May 31, 1997. Except as amended
hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
1
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Title: Executive Vice President
-----------------------------------
Date: 3/17/98
-----------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ C. Xxxxxx Xxxxx
-----------------------------------
Title: Asst. Vice President &
Corporate Actuary
-----------------------------------
Date: 3/8/98
-----------------------------------
2
REINSURANCE AGREEMENT
between the
LINCOLN BENEFIT LIFE COMPANY, Lincoln, Nebraska
hereinafter "LINCOLN" and
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
hereinafter "ALLSTATE"
Schedule A
ELIGIBLE AND INELIGIBLE POLICES
1. This Agreement covers all eligible policies in force in LINCOLN on the
Effective Date of this Agreement, all eligible policies issued directly by
LINCOLN after the Effective Date of this Agreement, and all reinsurance
accepted by LINCOLN before and after the Effective Date of this Agreement.
An Eligible Policy is defined as any policy, other than an Ineligible
Policy under paragraph 2 below, whose reserve is invested, in whole or in
part, in the LINCOLN General Account; provided, however, that the portion
of any such policy which is not so invested is not covered under this
Agreement.
2. An Ineligible Policy is defined as all credit life and credit accident and
health insurance policies and certificates issued by LINCOLN which are in
force on and after May 31, 1997.
3
AMENDMENT NUMBER 8
TO THE REINSURANCE AGREEMENT
EFFECTIVE DECEMBER 31, 1986
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LINCOLN")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, LINCOLN and ALLSTATE entered into a Reinsurance Agreement effective
December 31, 1986 (hereinafter "Agreement"); and
WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and
WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;
NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.
1.) Article IV, paragraph 2, is amended by replacing subparagraph (d) with
a new subparagraph (d), as follows:
(d) Insurance taxes, licenses and fees (excluding Federal Income
Tax that is not related to the contracts reinsured under this
Agreement), incurred by LINCOLN with respect to the contracts
reinsured under this Agreement.
2.) Article IV is further amended by adding a new paragraph 4, as follows:
4. No less frequently than quarterly, ALLSTATE will calculate the
Page 1 of 2
amount of federal and state income tax liabilities incurred by
LINCOLN for the quarter related to the contracts reinsured
under this Agreement, and the amount of federal and state
income tax benefits earned by LINCOLN for the quarter related
to the contracts reinsured under this Agreement. If tax
liabilities exceed tax benefits, the difference, plus a
gross-up for additional federal and state income taxes, will
be paid by ALLSTATE to LINCOLN. If tax benefits exceed tax
liabilities, the difference, plus a gross-up for additional
federal and state income taxes, will be paid by LINCOLN to
ALLSTATE.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Lincoln Benefit Life Company
By /s/ Xxxxxx X. Xxxx
--------------------------------
Title Executive VP
--------------------------------
Date 11-24-98
--------------------------------
Allstate Life Insurance Company
By /s/ C. Xxxxxx Xxxxx
--------------------------------
Title AVP
--------------------------------
Date 10/22/98
--------------------------------
Page 2 of 2
Exhibit 10.9
REINSURANCE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN NEBRASKA
(HEREINAFTER "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
ARTICLE 1
BASIS OF REINSURANCE
1. ALLSTATE will indemnify and LBL will automatically reinsure with ALLSTATE,
according to the terms and conditions hereof, the net liability for
applications received and contracts issued subsequent to the Effective Date
by LBL on the contracts listed in Schedule A.
2. The indemnity reinsurance provided hereunder shall be on a modified
coinsurance basis. LBL shall retain, maintain, and own all assets held in
relation to the Reserve, as defined in Article II of this Agreement.
3. In no event will reinsurance on an application or a policy under this
Agreement be in force unless the corresponding application is pending with
LBL or policy issued by LBL, or the reinsurance accepted by LBL, as the
case may be, is in force.
ARTICLE II
LIABILITY OF ALLSTATE
1. The liability of ALLSTATE with respect to any contract reinsured hereunder
will begin simultaneously with that of LBL. ALLSTATE'S liability with
respect to any contract reinsured hereunder will terminate on the date
LBL's liability on such contract terminates or the date this Agreement is
terminated, whichever is earlier. However, termination of this Agreement
will not terminate ALLSTATE'S liability for benefit payments incurred prior
to the date of termination.
2. For the purpose of this Agreement, the term "Reserve" will be the "Total
Liabilities" of LBL'S Variable Life Separate Accounts (corresponding to
amounts shown on page 3, line 17 of 1992 Separate Accounts Statutory
Statements).
1
ARTICLE III
MONTHLY SETTLEMENTS
1. While this Agreement is in effect, LBL shall pay to ALLSTATE on a daily
basis, with respect to eligible policies under this Agreement, a
reinsurance premium equal to the sum of Items (a) and (b) below, less the
sum of Items (c) and (d) below.
(a) Gross premiums (direct and reinsurance assumed) collected by LBL.
(b) Reserves transferred from the LBL General Account to an LBL Separate
Account
(c) Gross premiums refunded by LBL to policyholders.
(d) Reserves transferred from an LBL Separate Account to the LBL General
Account.
2. While this Agreement is in effect, ALLSTATE shall pay to LBL on a daily
basis a benefit end expense allowance equal to the sum of Items (a), (b),
(c) and (d) below.
(a) Net benefits (as defined in Paragraph 3 of this Article III) paid by
LBL with respect to the contracts reinsured under this Agreement.
(b) Commissions and other sales compensation incurred by LBL with respect
to the contracts reinsured under this Agreement.
(c) General insurance expenses incurred by LBL with respect to the
contracts reinsured under this Agreement.
(d) Insurance taxes, licenses and fees (excluding Federal Income Tax)
incurred by LBL with respect to the contracts reinsured under this
Agreement.
3. Net Benefits are defined as follows:
(a) For a contract issued directly by LBL and reinsured under this
Agreement, net benefits are the actual amounts payable by LBL to the
contractholder, less any amounts payable by LBL by another reinsurer
with respect to the contract. These payments include death benefits,
endowment benefits, annuity benefits, disability benefits, benefits
under A & H policies, withdrawals, surrender benefits and payments on
supplementary contracts with and without life contingencies.
(b) For contracts reinsured by LBL and retroceded under this Agreement,
net benefits and commission and expense allowances are the actual
amounts payable by LBL to the ceding company with respect to the
contract reinsured by LBL.
2
4. ALLSTATE shall pay to LBL, no less frequently than annually, any taxes
incurred by LBL as a result of Section 848 of the Internal Revenue Code
which concerns capitalization of policy acquisition costs.
ARTICLE IV
DAILY RESERVE ADJUSTMENTS
While this Agreement is in effect, on a daily basis a reserve adjustment equal
to the amount defined below shall be paid.
Let:
RC = The Reserve change in LBL'S Variable Life Separate
Accounts from the end of the prior accounting period
to the end of the current accounting period for the
reinsured contracts (corresponding to the sum of the
amounts on page 4, lines 10, 11, 12 and 13 of 1992
Separate Account Statutory Statements).
NII = The net investment income in LBL'S Variable Life
Separate Accounts (corresponding to the sum of the
amounts on page 4, line 2 of 1992 Separate Account
Statutory Statements), minus interest income on LBL'S
capital investment in the Separate Accounts.
If RC is greater than NII then a reserve adjustment of RC-NII is payable by
ALLSTATE TO LBL.
If NII is greater than RC, then a reserve adjustment of NII-RC is payable
by LBL to ALLSTATE.
ARTICLE V
OVERSIGHTS
ALLSTATE shall be bound as LBL is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of misunderstanding or
oversight on the part of either LBL or ALLSTATE, both LBL and ALLSTATE shall be
restored to the positions they would have occupied had such error or oversight
not occurred.
ARTICLE VI
INSPECTION OF RECORDS
LBL and ALLSTATE shall have the right, at any reasonable time, to examine at the
office of the other, any books, documents, reports or records which pertain in
any way to the contracts reinsured under Agreement.
3
ARTICLE VII
INSOLVENCY
1. In the event of the insolvency of LBL, reinsurance hereunder is payable by
ALLSTATE on the basis of its liability hereunder without diminution because
of the insolvency of LBL.
2. Further, in the event of the insolvency of LBL, the liquidator, receiver or
statutory successor of the insolvent LBL shall give written notice to
ALLSTATE of the pendency of any obligation of the insolvent LBL on any
policy reinsured, whereupon ALLSTATE may investigate such claim and
interpose at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses which it may deem available to LBL or
its liquidator or statutory successor. The expense thus incurred by
ALLSTATE shall be chargeable, subject to court approval, against the
insolvent LBL as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to LBL solely as a
result of the defense undertaken by ALLSTATE.
3. All moneys due LBL or ALLSTATE under this agreement shall be offset against
each other, dollar for dollar, regardless of any insolvency of either
party.
ARTICLE VIII
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as an honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of LBL, unless some other
location is mutually agreed upon.
4
ARTICLE IX
PARTIES TO AGREEMENT
This Agreement is solely between LBL and ALLSTATE. The acceptance of reinsurance
hereunder shall not create any right or legal relation whatever between ALLSTATE
and any party in interest under any contract of LBL reinsured hereunder. LBL
shall be and remain solely liable to any insured, contract owner, or beneficiary
under any contract reinsured hereunder.
ARTICLE X
DURATION OF AGREEMENT
This Agreement will be effective as of January 1st, 1994, and will be unlimited
as to its duration; provided, however, it may be terminated with respect to the
reinsurance of new business by either party giving the other party sixty (60)
days prior written notice of termination.
ARTICLE XI
ENTIRE AGREEMENT
This Agreement constitutes the entire contract between ALLSTATE and LBL. No
variation, modification or changes to this Agreement shall be binding unless in
writing and signed by an officer of each party.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY of Lincoln, Nebraska
By /s/ Xxxxxx X. Xxxx
------------------------------
Title Vice President and Actuary
------------------------------
Date January 3, 1994
------------------------------
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
By /s/ C. Xxxxxx Xxxxx
------------------------------
Title AVP
------------------------------
Date 1/10/94
------------------------------
5
SCHEDULE A
CONTRACTS SUBJECT TO REINSURANCE
Any life contract whose reserve is invested, in whole or in part, in any account
designated as a Lincoln Benefit Variable Life Separate Account shall be
reinsured under this Agreement; provided, however, that the portion of any such
contract which is not so invested is not covered under this Agreement.
6
AMENDMENT #1 TO THE
REINSURANCE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN, NEBRASKA
(HEREINAFTER "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
WHEREAS, LBL and Allstate entered into a Reinsurance Agreement regarding
variable life contracts issued by LBL (hereinafter "Agreement") having an
effective date of January 1, 1994; and
WHEREAS, LBL and Allstate desire to amend the Agreement as stated below.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1.) Article IV, "DAILY RESERVE ADJUSTMENTS", is hereby amended by adding
the following sentence to the definition of RC:
"Accounting period for purposes of this paragraph is one day".
2.) Article VII, "INSOLVENCY", is hereby amended by deleting said Article
in its entirety, and replacing it with the following new Article VII:
ARTICLE VII
INSOLVENCY
1. The portion of any risk or obligation assumed by Allstate, when such
portion is ascertained, shall be payable on demand of LBL, at the same
time as LBL shall pay its net retained portion of such risk or
obligation, with reasonable provision for verification before payment,
and the reinsurance shall be payable by Allstate, on the basis of the
liability of LBL under the contract or contracts reinsured without
diminution because of the insolvency of LBL.
2. In the event of the insolvency and the appointment of a conservator,
liquidator or statutory successor of LBL, such portion shall be
payable to such conservator, liquidator or statutory successor
immediately upon demand, with reasonable provision for verification,
on the basis of claims allowed against LBL by any court of competent
jurisdiction or by any conservator, liquidator or statutory successor
of LBL to allow such claims, without diminution because of such
insolvency or because such conservator, liquidator, or statutory
successor has failed to pay all or a portion of any claims.
3.) Article VIII, "ARBITRATION", shall be amended to include the
following language at the end of that article:
The decision of the Arbitrators shall be handed down within 45 days of
the date on which the arbitration is concluded.
4.) Article X, "DURATION OF AGREEMENT", shall be deleted in its entirety
and shall be replaced with the following language:
This Agreement will be effective as of January 1, 1994, and will be
unlimited as to its duration; provided, however, it may be terminated
with respect to the reinsurance of new business by either party giving
the other party ninety (90) days prior written notice of termination.
5.) In addition, a new Article XII is added to the Agreement, as follows:
ARTICLE XII
OFFSET
Any debts or credits, liquidated or unliquidated, in favor of or against
either Allstate or LBL with respect to this Agreement only shall be
set-off and only the balance shall be allowed or paid.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------- ------------------------
Title: Sr Vice President Title: Vice President
-------------------- ------------------------
Date: 3-21-95 Date: 3-24-95
-------------------- ------------------------
AMENDMENT #2
THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1994
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective January 1, 1994
between LBL and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.
Effective January 1, 1994, Article III is hereby amended by adding the
following new paragraph:
ALLSTATE and LBL agree to an election under Treasury Regulations 1-848-2(g)(8)
as follows:
(a) For each taxable year under this Agreement, the party with net
positive consideration, as defined in the regulations promulgated
under Treasury Code Section 848, will capitalize specified policy
acquisition expenses with respect to this Agreement without regard to
the general deductions limitation of Section 848(c)(1);
(b) LBL and ALLSTATE agree to exchange information pertaining to the
amount of net consideration for all reinsurance agreements in force
between them to ensure consistency for purposes of computing specified
policy acquisition expenses. LBL and ALLSTATE shall agree on the
amount of such net consideration for each taxable year no later than
the May 1 following the end of such year.
1
(c) This election shall be effective for 1994 and for all subsequent
taxable years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------
Title: Sr. Vice President, Chief Actuary & Treasurer
---------------------------------------------
Date: August 10, 1995
---------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ C. Xxxxxx Xxxxx
---------------------------------------------
Title: AVP
---------------------------------------------
Date: 8-10-95
---------------------------------------------
2
AMENDMENT NUMBER 3
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1994
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LINCOLN")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, LINCOLN and ALLSTATE entered into a Reinsurance Agreement effective
January 1, 1994 (hereinafter "Agreement"); and
WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and
WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;
NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.
1.) Article III, paragraph 2, is amended by replacing subparagraph (d)
with a new subparagraph (d), as follows:
(d) Insurance taxes, licenses and fees (excluding Federal Income
Tax that is not related to the contracts reinsured under this
Agreement), incurred by LINCOLN with respect to the contracts
reinsured under this Agreement.
2.) Article III is further amended by adding a new paragraph 5, as
follows:
5. No less frequently than quarterly, ALLSTATE will calculate
the
Page 1 of 2
amount of federal and state income tax liabilities incurred by
LINCOLN for the quarter related to the contracts reinsured under
this Agreement, and the amount of federal and state income tax
benefits earned by LINCOLN for the quarter related to the
contracts reinsured under this Agreement. If tax liabilities
exceed tax benefits, the difference, plus a gross-up for
additional federal and state income taxes, will be paid by
ALLSTATE to LINCOLN. If tax benefits exceed tax liabilities, the
difference, plus a gross-up for additional federal and state
income taxes, will be paid by LINCOLN to ALLSTATE.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Lincoln Benefit Life Company
By /s/ Xxxxxx X. Xxxx
---------------------
Title Executive VP
---------------------
Date 11-24-98
---------------------
Allstate Life Insurance Company
By /s/ C. Xxxxxx Xxxxx
---------------------
Title AVP
---------------------
Date 10-22-98
---------------------
Page 2 of 2
Exhibit 10.10
REINSURANCE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN NEBRASKA
(HEREINAFTER "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
ARTICLE 1
BASIS OF REINSURANCE
1. ALLSTATE will indemnify and LBL will automatically reinsure with ALLSTATE,
according to the terms and conditions hereof, the net liability for
applications received and contracts issued subsequent to the Effective Date
by LBL on the contracts listed in Schedule A.
2. The indemnity reinsurance provided hereunder shall be on a modified
coinsurance basis. LBL shall retain, maintain, and own all assets held in
relation to the Reserve, as defined in Article II of this Agreement.
3. In no event will reinsurance on an application or a policy under this
Agreement be in force unless the corresponding application is pending with
LBL or policy issued by LBL, or the reinsurance accepted by LBL, as the
case may be, is in force.
ARTICLE II
LIABILITY OF ALLSTATE
1. The liability of ALLSTATE with respect to any contract reinsured hereunder
will begin simultaneously with that of LBL. ALLSTATE'S liability with
respect to any contract reinsured hereunder will terminate on the date
LBL'S liability on such contract terminates or the date this Agreement is
terminated, whichever is earlier. However, termination of this Agreement
will not terminate ALLSTATE'S liability for benefit payments incurred prior
to the date of termination.
2. For the purpose of this Agreement, the term "Reserve" will be the "Total
Liabilities" of LBL'S Variable Annuity Separate Accounts (corresponding to
amounts shown on page 3, line 17 or 1992 Separate Accounts Statutory
Statements).
1
ARTICLE III
MONTHLY SETTLEMENTS
1. While this Agreement is in effect, LBL shall pay to ALLSTATE on a daily
basis, with respect to eligible policies under this Agreement, a
reinsurance premium equal to the sum of Items (a) and (b) below, less the
sum of Items (c) and (d) below.
(a) Gross premiums (direct and reinsurance assumed) collected by LBL.
(b) Reserves transferred from the LBL General Account to an LBL Separate
Account
(c) Gross premiums refunded by LBL to policyholders.
(d) Reserves transferred from an LBL Separate Account to the LBL General
Account.
2. While this Agreement is in effect, ALLSTATE shall pay to LBL on a daily
basis a benefit and expense allowance equal to the sum of Items (a), (b),
(c) and (d) below.
(a) Net benefits (as defined in Paragraph 3 of this Article III) paid by
LBL with respect to contracts reinsured under this Agreement.
(b) Commissions and other sales compensation incurred by LBL with respect
to the contracts reinsured under this Agreement.
(c) General insurance expenses incurred by LBL with respect to the
contracts reinsured under this Agreement.
(d) Insurance taxes, licenses and fees (excluding Federal Income Tax)
incurred by LBL with respect to the contracts reinsured under this
Agreement.
3. Net Benefits are defined as follows:
(a) For a contract issued directly by LBL and reinsured under this
Agreement, net benefits are the actual amounts payable by LBL to the
contractholder, less any amounts payable to LBL by another reinsurer
with respect to the contract. These payments include death benefits,
endowment benefits, annuity benefits, disability benefits, benefits
under A & H policies, withdrawals, surrender benefits and payments
on supplementary contracts with and without life contingencies.
(b) For contracts reinsured by LBL and retroceded under this Agreement,
net benefits and commission and expense allowances are the actual
amounts payable by LBL to the ceding company with respect to the
contract reinsured by LBL.
2
4. ALLSTATE shall pay to LBL, no less frequently than annually, any taxes
incurred by LBL as a result of Section 848 of the Internal Revenue Code
which concerns capitalization of policy acquisition costs.
ARTICLE IV
DAILY RESERVE ADJUSTMENTS
While this Agreement is in effect, on a daily basis a reserve adjustment equal
to the amount defined below shall be paid.
Let:
RC = The Reserve change in LBL'S Variable Annuity Separate Accounts
from the end of the prior accounting period to the end of the
current accounting period for the reinsured contracts
(corresponding to the sum of the amounts on page 4, lines
10, 11, 12 and 13 of 1992 Separate Account Statutory
Statements).
NII = The net investment income in LBL'S Variable Annuity Life
Separate Accounts (corresponding to the sum of the amounts on
page 4, line 2 of 1992 Separate Account Statutory Statements),
minus interest income on LBL'S capital investment in the
Separate Accounts.
If RC is greater than NII then a reserve adjustment of RC-NII is
payable by ALLSTATE TO LBL.
If NII is greater than RC, then a reserve adjustment of NII-RC is
payable by LBL to ALLSTATE.
ARTICLE V
OVERSIGHTS
ALLSTATE shall be bound as LBL is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of misunderstanding or
oversight on the part of either LBL or ALLSTATE, both LBL and ALLSTATE shall be
restored to the positions they would have occupied had such error or oversight
not occurred.
ARTICLE VI
INSPECTION OF RECORDS
LBL and ALLSTATE shall have the right, at any reasonable time, to examine at the
office of the other, any books, documents, reports or records which pertain in
any way to the contracts reinsured under Agreement.
3
ARTICLE VII
INSOLVENCY
1. In the event of the insolvency of LBL, reinsurance hereunder is payable by
ALLSTATE on the basis of its liability hereunder without diminution because
of the insolvency of LBL.
2. Further, in the event of the insolvency of LBL, the liquidator, receiver or
statutory successor of the insolvent LBL shall give written notice to
ALLSTATE of the pendency of any obligation of the insolvent LBL on any
policy reinsured, whereupon ALLSTATE may investigate such claim and
interpose at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses which it may deem available to LBL or
its liquidator or statutory successor. The expense thus incurred by
ALLSTATE shall be chargeable, subject to court approval, against the
insolvent LBL as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to LBL solely as a
result of the defense undertaken by ALLSTATE.
3. All moneys due LBL or ALLSTATE under this agreement shall be offset against
each other, dollar for dollar, regardless of any insolvency of either
party.
ARTICLE VIII
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as an honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of LBL, unless some other
location is mutually agreed upon.
4
ARTICLE IX
PARTIES TO AGREEMENT
This Agreement is solely between LBL and ALLSTATE. The acceptance of reinsurance
hereunder shall not create any right or legal relation whatever between ALLSTATE
and any party in interest under any contract of LBL reinsured hereunder. LBL
shall be and remain solely liable to any insured, contract owner, or beneficiary
under any contract reinsured hereunder.
ARTICLE X
DURATION OF AGREEMENT
This Agreement will be effective as of January 1st, 1994, and will be unlimited
as to its duration; provided, however, it may be terminated with respect to the
reinsurance of new business by either party giving the other party sixty (60)
days prior written notice of termination.
ARTICLE XI
ENTIRE AGREEMENT
This Agreement constitutes the entire contract between ALLSTATE and LBL. No
variation, modification or changes to this Agreement shall be binding unless in
writing and signed by an officer of each party.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY of Lincoln, Nebraska
By /s/ Xxxxxx X. Xxxx
-------------------------
Title Vice President and Actuary
-------------------------
Date Jan 3, 1994
-------------------------
ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois
By /s/ C. Xxxxxx Xxxxx
-------------------------
Title AVP
-------------------------
Date 1/10/94
-------------------------
5
SCHEDULE A
CONTRACTS SUBJECT TO REINSURANCE
Any annuity contract whose reserve is invested, in whole or in part, in any
account designated as a Lincoln Benefit Variable Annuity Separate Account shall
be reinsured under this Agreement; provided, however, that the portion of any
such contract which is not so invested is not covered under this Agreement.
6
AMENDMENT #1 TO THE
REINSURANCE AGREEMENT
BETWEEN
LINCOLN BENEFIT LIFE COMPANY, LINCOLN, NEBRASKA
(HEREINAFTER "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
(HEREINAFTER "ALLSTATE")
WHEREAS, LBL and Allstate entered into a Reinsurance Agreement regarding
variable annuity contracts issued by LBL (hereinafter "Agreement") having an
effective date of January 1, 1994; and
WHEREAS, LBL and Allstate desire to amend the Agreement as stated below.
NOW THEREFORE, the Agreement is hereby amended as follows:
1.) Article IV, "DAILY RESERVE ADJUSTMENTS", is hereby amended by adding
the following sentence to the definition of RC:
"Accounting period for purposes of this paragraph is one day".
2.) Article VII, "INSOLVENCY", is hereby amended by deleting said Article
in its entirety, and replacing it with the following new Article VII:
ARTICLE VII
INSOLVENCY
1. The portion of any risk or obligation assumed by Allstate, when such
portion is ascertained, shall be payable on demand of LBL, at the same
time as LBL shall pay its net retained portion of such risk or
obligation, with reasonable provision for verification before payment,
and the reinsurance shall be payable by Allstate, on the basis of the
liability of LBL under the contract or contracts reinsured without
diminution because of the insolvency of LBL.
2. In the event of the insolvency and the appointment of a conservator,
liquidator or statutory successor of LBL, such portion shall be
payable to such conservator, liquidator or statutory successor
immediately upon demand, with reasonable provision for verification,
on the basis of claims allowed against LBL by any court of competent
jurisdiction or by any conservator, liquidator or statutory successor
of LBL to allow such claims, without diminution because of such
insolvency or because such conservator, liquidator, or statutory
successor has failed to pay all or a portion of any claims.
3.) Article VIII, "ARBITRATION", shall be amended to include the following
language at the end of that article:
The decision of the Arbitrators shall be handed down within 45 days of
the date on which the arbitration is concluded.
4.) Article X, "DURATION OF AGREEMENT", shall be deleted in its entirety
and shall be replaced with the following language:
This Agreement will be effective as of January 1, 1994, and will be
unlimited as to its duration; provided, however, it may be terminated
with respect to the reinsurance of new business by either party giving
the other party ninety (90) days prior written notice of termination.
5.) In addition, a new Article XII is added to the Agreement, as follows:
ARTICLE XII
OFFSET
Any debts or credits, liquidated or unliquidated, in favor of or
against either Allstate or LBL with respect to this Agreement only
shall be set-off and only the balance shall be allowed or paid.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------- ------------------------
Title: Sr V President Title: Vice President
-------------------- ------------------------
Date: 3/21/95 Date: 3/24/95
-------------------- ------------------------
AMENDMENT #2
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1994
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LBL")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective January 1, 1994
between LBL and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.
Effective January 1, 1994, Article III is hereby amended by adding the following
new paragraph:
ALLSTATE and LBL agree to an election under Treasury Regulations 1-848-2(g)(8)
as follows:
(a) For each taxable year under this Agreement, the party with net
positive consideration, as defined in the regulations promulgated
under Treasury Code Section 848, will capitalize specified policy
acquisition expenses with respect to this Agreement without regard to
the general deductions limitation of Section 848(c)(1);
(b) LBL and ALLSTATE agree to exchange information pertaining to the
amount of net consideration for all reinsurance agreements in force
between them to ensure consistency for purposes of computing specified
policy acquisition expenses. LBL and ALLSTATE shall agree on the
amount of such net consideration for each taxable year no later than
the May 1 following the end of such year.
1
(c) This election shall be effective for 1994 and for all subsequent
taxable years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------
Title: Sr. Vice President, Chief Actuary & Treasurer
---------------------------------------------
Date: August 10, 1995
---------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ C. Xxxxxx Xxxxx
---------------------------------------------
Title: AVP
---------------------------------------------
Date: 8/10/95
---------------------------------------------
2
AMENDMENT NUMBER 3
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1994
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER CALLED "LINCOLN")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
WHEREAS, LINCOLN and ALLSTATE entered into a Reinsurance Agreement effective
January 1, 1994 (hereinafter "Agreement"); and
WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and
WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;
NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.
1.) Article III, paragraph 2, is amended by replacing subparagraph (d)
with a new subparagraph (d), as follows:
(d) Insurance taxes, licenses and fees (excluding Federal Income
Tax that is not related to the contracts reinsured under this
Agreement), incurred by LINCOLN with respect to the contracts
reinsured under this Agreement.
2.) Article III is further amended by adding a new paragraph 5, as
follows:
5. No less frequently than quarterly, ALLSTATE will calculate
the
Page 1 of 2
amount of federal and state income tax liabilities incurred by
LINCOLN for the quarter related to the contracts reinsured under
this Agreement, and the amount of federal and state income tax
benefits earned by LINCOLN for the quarter related to the
contracts reinsured under this Agreement. If tax liabilities
exceed tax benefits, the difference, plus a gross-up for
additional federal and state income taxes, will be paid by
ALLSTATE to LINCOLN. If tax benefits exceed tax liabilities, the
difference, plus a gross-up for additional federal and state
income taxes, will be paid by LINCOLN to ALLSTATE.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Lincoln Benefit Life Company
By /s/ Xxxxxx X. Xxxx
------------------------
Title Executive VP
------------------------
Date 11-24-98
------------------------
Allstate Life Insurance Company
By /s/ C. Xxxxxx Xxxxx
------------------------
Title AVP
------------------------
Date 10/22/98
------------------------
Page 2 of 2
Exhibit 10.11
COINSURANCE AGREEMENT
between
LINCOLN BENEFIT LIFE COMPANY, domiciled in Nebraska
(hereinafter "LBL")
and
ALLSTATE LIFE INSURANCE COMPANY, domiciled in Illinois
(hereinafter "ALLSTATE")
RECITALS
WHEREAS, LBL and ALLSTATE are parties to that certain Reinsurance Agreement
effective December 31, 1986, under which LBL cedes to ALLSTATE on a coinsurance
basis the net liability for contracts whose reserve is invested, in whole or in
part, in the LBL General Account, excluding any portion of such contracts which
are not so invested ("Reinsurance Agreement"); and
WHEREAS, the Reinsurance Agreement, over the years, has been amended several
times, such that the comprehension of the Reinsurance Agreement has been
rendered difficult; and
WHEREAS, the insurance regulators for the States of Nebraska and Illinois have
requested that the parties consider rewriting the Reinsurance Agreement for the
purposes of incorporating the several amendments, and clarifying certain other
aspects of the Reinsurance Agreement; and
WHEREAS, the parties desire to revise and restate the terms of the reinsurance
Agreement, and to reflect such revisions and restated terms in this Coinsurance
Agreement (the "Agreement");
NOW THEREFORE, the parties agree that this Agreement shall replace and supercede
the Reinsurance Agreement , including all amendments thereto, and that, as of
the Effective Date specified herein, the Policies (as defined in Article I
below) shall be reinsured under the terms and conditions specified in this
Agreement.
ARTICLE I
DEFINITIONS
A. "Effective Date" shall mean the date on which this Agreement takes effect,
which shall be 12/31/2001.
B. "Market Value Adjustment Annuity" shall mean a Separate Account deferred
annuity which contains a market value adjustment formula.
C. "Net Benefits" shall have the meaning set forth in Article III of this
Agreement.
D. "Policy" or "Policies" shall mean the policies and contracts described in
Exhibit A as being eligible for reinsurance under this Agreement.
ARTICLE II
BASIS OF REINSURANCE
1. One-hundred percent (100%) of the Net Benefits, under all Policies will be
reinsured with ALLSTATE.
2. This reinsurance will be ceded to ALLSTATE on a 100% automatic coinsurance
basis.
3. In no event will reinsurance under this Agreement be in force unless the
corresponding Policy issued by LBL or the reinsurance accepted by LBL is in
force.
ARTICLE III
REINSURANCE BENEFITS
1. Net Benefits are defined as follows:
(a) For an application received on a Policy, or a Policy issued directly
by LBL, net benefits are the actual amounts payable by LBL to the
policyholder, less any amounts payable to LBL by another reinsurer
with respect to the Policy. These payments include death benefits,
endowment benefits, annuity benefits, disability benefits, benefits
under accident and health policies, surrender benefits and payments on
supplementary contracts with and without life contingencies.
(b) For Policies reinsured by LBL and retroceded under this Agreement, Net
Benefits are the actual amounts payable by LBL to the ceding company
with respect to the Policy reinsured by LBL. These payments will
include commissions and expense allowances on reinsurance accepted.
2. With respect to applications received and Policies issued directly or
reinsured by LBL after the Effective Date, ALLSTATE's liability for Net
Benefits will begin simultaneously with that of LBL and will include any
liability LBL may incur as a result of a Temporary Insurance Agreement or
Conditional Receipt issued in conjunction with a Policy.
3. ALLSTATE's liability under this Agreement will continue as long as LBL
remains liable on the underlying coverage, and will terminate
simultaneously with LBL's termination of liability.
ARTICLE IV
INITIAL RESERVE TRANSFER
The parties acknowledge that an initial reserve transfer occurred under the
original Reinsurance Agreement, as described below.
1. On or before the effective date of the Reinsurance Agreement, LBL paid to
ALLSTATE ten million dollars ($10,000,000) in cash.
2. Within ninety (90) days following the effective date of the Reinsurance
Agreement, LBL paid to ALLSTATE assets with statutory book value equal to
net statutory reserves (as such term was defined in Article III of the
Reinsurance Agreement), less an initial ceding commission of five million
dollars ($5,000,000) and less the ten million dollars ($10,000,000) initial
cash transfer. In addition, LBL paid to ALLSTATE interest on said amount,
such amount being equal to: (a) the annual rate of interest appearing on
LBL's statutory financial statement (as was defined in Article III
Paragraph 2 item (d) of the Reinsurance Agreement), times (b) the number of
days between the effective date of the Reinsurance Agreement to the date of
asset transfer, divided by 365.
3. Within thirty (30) days following the filing of ALLSTATE's 1986 Federal
Income Tax return, LBL paid to ALLSTATE assets with statutory book value
equal to 0.368 x [(a)-(b)], where (a) and (b) are as defined below.
(a) Net statutory reserves on the effective date of the Reinsurance
Agreement;
(b) Net tax reserves on the effective date of the Reinsurance Agreement as
revalued for purposes of calculating the 1986 Federal Income Tax
liability.
ARTICLE V
SETTLEMENT AND REPORTING
1. While this Agreement is in effect, LBL shall pay to ALLSTATE no less
frequently than quarterly, with respect to eligible Policies, a reinsurance
premium equal to (or the accounting equivalent of) the sum of Items (a),
(b) and (c) below less the sum of Items (d) and (e) below.
(a) Gross premiums (direct and reinsurance assumed) collected by LBL
during the settlement period.
(b) Funds transferred from LBL Separate Accounts to the LBL General
Account during the settlement period.
(c) Policy loan repayments collected by LBL with respect to the Policies.
(d) Gross premiums refunded by LBL during the settlement period to
policyholders.
(e) Funds transferred from the LBL General Account to a LBL Separate
Account during the settlement period.
2. While this Agreement is in effect, ALLSTATE shall pay to LBL no less
frequently than quarterly, a benefit and expense allowance equal to (or the
accounting equivalent of) the sum of Items (a), (b), (c), (d), (e) and (f)
below, as applicable for the period since the date of ALLSTATE's last
payment to LBL
(a) Net Benefits paid or incurred by LBL with respect to the Policies.
(b) Commissions and other sales compensation paid or incurred by LBL with
respect to the Policies.
(c) General insurance expenses paid or incurred by LBL with respect to the
Policies.
(d) Insurance taxes, licenses and fees (excluding income taxes) paid or
incurred by LBL with respect to the Policies.
(e) Policy loan distributions to policyholders paid or incurred by LBL
with respect to the Policies.
(f) Net reinsurance premiums paid or incurred by LBL to another reinsurer
with respect to the Policies.
3. LBL will provide ALLSTATE with accounting reports no less frequently than
quarterly within forty-five (45) days following the end of each calendar
quarter. These reports will contain sufficient information about the
policies to enable the reinsurer to prepare its quarterly and annual
financial reports.
4. Settlements as set out in Article V, Paragraphs 1 and 2 will occur no less
frequently than quarterly within sixty (60) days following the end of each
calendar quarter.
ARTICLE VI
TAX MATTERS
1. On a basis no less frequent than annual, LBL and ALLSTATE shall settle the
federal income tax consequences relating to the reinsurance of the Policies
hereunder. Such settlement shall be determined by comparing (a) LBL's
separate return tax liability (or refund), determined as set forth below
and calculated prior to taking into account any settlement under this
paragraph (the "Actual Tax Liability"), with (b) LBL's separate return tax
liability (or refund) that would have been incurred if the Policies were
written directly by ALLSTATE and the Invested Assets and related reserves
were held by ALLSTATE (the "Pro Forma Tax Liability"). If the Actual Tax
Liability exceeds the Pro Forma Tax Liability, ALLSTATE shall pay to LBL
such amount (grossed-up to take into account the tax on such payment,
determined at the highest federal corporate income tax rate); if the Actual
Tax Liability is less than the Pro Forma Tax Liability, LBL shall pay to
ALLSTATE such amount (grossed-up to take into account the tax on such
payment, determined at the highest federal corporate income tax rate). For
this purpose, the Actual Tax Liability shall be computed as follows: (i) if
LBL is not a member of the same consolidated tax group as ALLSTATE, the
Actual Tax Liability shall be determined as if LBL filed a separate federal
income tax return and all the income on such return were taxed at the
highest federal corporate income tax rate; (ii) if LBL is a member of the
same consolidated tax group as ALLSTATE, the Actual Tax Liability of LBL
shall be the amount of consolidated group's tax allocable to LBL under any
tax sharing agreements with members of the group. The Pro Forma Tax
Liability shall be determined under similar principles.
2. With respect to this Agreement, LBL and ALLSTATE hereby make the election
as set forth in Exhibit B and as provided for in section 1.848-2(g)(8) of
the Treasury Regulations. Each of the parties hereto agrees to take such
further actions as may be necessary to ensure the effectiveness of such
election.
ARTICLE VII
STATEMENT REFERENCES
All references in this Agreement are to the 1999 NAIC Statutory General and
Separate Account Statements of LBL, as filed with the Nebraska Insurance
Department. Appropriate adjustments will be made for changes, if any, in the
NAIC Statutory General and Separate Account Statements on or after the Effective
Date.
ARTICLE VIII
OVERSIGHTS
ALLSTATE shall be bound as LBL is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of misunderstanding or
oversight on the part of either LBL or ALLSTATE, both LBL and ALLSTATE shall be
restored to the positions they would have occupied had no such error or
oversight occurred.
ARTICLE IX
POLICY CHANGES
If any change is made in coverage reinsured under this Agreement, LBL shall
notify ALLSTATE.
ARTICLE X
RECAPTURE
1. If a Policy reinsured under this Agreement becomes ineligible for
reinsurance (as specified in Schedule A), the Policy will be immediately
recaptured by LBL.
2. LBL shall notify ALLSTATE of any such recapture.
3. Upon receiving notice of recapture, ALLSTATE shall pay to LBL an amount
equal to the net statutory liabilities associated with the recaptured
Policy. This amount will be determined as of the end of the month following
the date of recapture.
4. Within ninety (90) days following the recapture by LBL of any business
ceded to another reinsurer, LBL shall pay to ALLSTATE assets with statutory
book value equal to (a) x [1+(b)(c)/365], where (a) through (c) are as
defined below.
(a) Net statutory liabilities attributable to the Policies recaptured. The
applicable portion of these items will be calculated as of the end of
the month following the date of recapture.
(b) The annual rate of interest based on LBL's General Account statutory
financial statement as filed with the Nebraska Insurance Department as
of the end of the calendar year immediately preceding the date of
recapture, calculated as (i) less (ii) quantity divided by (iii)
where:
(i) The amount on Exhibit 2, line 15 (Net Investment Income).
(ii) The change in investment income due and accrued calculated as
Page 2, line 17 (Investment income due and accrued) Current Year
less Page 2, line 17 Prior Year.
(iii) The mean assets over the year calculated as the sum of Page 2,
line 11 (Subtotals, cash and invested assets) Current Year and
Page 2, line 11 Prior Year, the quantity divided by 2.
(c) The number of days between the end of the month following the date of
recapture and the date when payment is made.
ARTICLE XI
INSPECTION OF RECORDS
LBL and ALLSTATE shall have the right, at any reasonable time, to examine at the
office of the other, any books, documents, reports or records which pertain in
any way to the Policies.
ARTICLE XII
INSOLVENCY
1. The portion of any risk or obligation assumed by ALLSTATE, when such
portion is ascertained, shall be payable on demand of LBL at the same time
as LBL shall pay its net retained portion of such risk or obligation, and
the reinsurance shall be payable by ALLSTATE on the basis of the liability
of LBL under the contract or contracts reinsured under this Agreement
without diminution because of the insolvency of LBL. In the event of
insolvency and the appointment of a conservator, liquidator or statutory
successor of LBL, such portion shall be payable to such conservator,
liquidator or statutory successor immediately upon demand, on the basis of
claims allowed against LBL by any court of competent jurisdiction or, by
any conservator, liquidator, or statutory successor of LBL having authority
to allow such claims, without diminution because of such insolvency or
because such conservator, liqidator or statutory successor has failed to
pay all or a portion of any claims. Payments by ALLSTATE as above set forth
shall be made directly to LBL or its conservator, liquidator or statutory
successor.
2. Further, in the event of the insolvency of LBL, the liquidator, receiver or
statutory successor of the insolvent LBL shall give written notice to
ALLSTATE of the pendency of an obligation of the insolvent LBL on any
Policy, whereupon ALLLSTATE may investigate such claim and interpose at its
own expense, in the proceeding where such claim is to be adjudicated, any
defense or defenses which it may deem available to LBL or its liquidator or
statutory successor. The expense thus incurred by ALLSTATE shall be
chargeable, subject to court approval, against the insolvent LBL as part of
the expenses of liquidation to the extent of a proportionate share of the
benefit which may accrue to LBL solely as a result of the defense
undertaken by ALLSTATE.
ARTICLE XIII
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as a honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of LBL, unless some other
location is mutually agreed upon. The decision of the Arbitrators shall be
handed down within 45 days of the date on which the arbitration is concluded.
ARTICLE XIV
PARTIES TO AGREEMENT
This Agreement is solely between LBL and ALLSTATE. The acceptance of reinsurance
hereunder shall not create any right or legal relation whatever between ALLSTATE
and any party in interest under any contract of LBL reinsured hereunder. LBL
shall be and remain solely liable to any insured, contract owner, or beneficiary
under any contract reinsured hereunder.
ARTICLE XV
TERM AND TERMINATION
This Agreement shall be effective as of the Effective Date, and will be
unlimited as to its duration; provided, however, it may be terminated with
respect to the reinsurance of new business by ether party giving the other party
ninety (90) days prior written notice of termination to the other party.
ARTICLE XVI
OFFSET
All monies due LBL or ALLSTATE under this Agreement shall be offset against each
other dollar for dollar.
ARTICLE XVII
ENTIRE AGREEMENT
This Reinsurance Agreement, together with all amendments thereto and the
Security and Trust Agreement to which ALLSTATE and LBL are parties dated as of
September 1, 1993, constitutes the entire agreement between ALLSTATE and LBL
with respect to the subject mater hereof, and there are no written or oral
understandings, agreements, conditions, or qualifications to the terms and
conditions of this Reinsurance Agreement which are not fully expressed herein
and in such Security and Trust Agreement.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY
By ______________________________
Title ____________________________
Date ____________________________
ALLSTATE LIFE INSURANCE COMPANY
By ______________________________
Title _____________________________
Date _____________________________
EXHIBIT A
ELIGIBLE AND INELIGIBLE POLICIES
1. This Agreement covers all eligible policies in force in LBL (or no longer
in force but with remaining liability to LBL) on the Effective Date of this
Agreement, all eligible policies issued and applications received directly
by LBL after the Effective Date, and all reinsurance accepted by LBL before
and after the Effective Date.
2. An eligible policy is defined as follows:
(a) any policy, other than an Ineligible Policy under paragraph 3 below,
whose reserve is invested, in whole or in part, in the LBL General
account; provided, however, that the portion of any such policy which
is not so invested is not covered under this Agreement;
(b) a Market Value Adjustment Annuity
3. An Ineligible Policy is defined as all credit life and credit accident and
health insurance policies and certificates issued by LBL which are in force
on and after May 31, 1997.
EXHIBIT B
TAX ELECTION
LBL and ALLSTATE hereby make an election pursuant to Treasury Regulations
Section 1.848-2(g)(8). This election shall be effective for the tax year during
which the Effective Date falls and all subsequent taxable years for which this
Agreement remains in effect. Unless otherwise indicated, the terms used in this
Exhibit are defined by reference to Treasury Regulations Section 1.848-2 as in
effect on the date hereof. As used below, the term "party" or "parties" shall
refer to LBL or ALLSTATE, or both, as appropriate.
1. The party with the Net Positive Consideration (as defined in Section 848 of
the Code and related Treasury Regulations) with respect to the transactions
contemplated under this Agreement for any taxable year covered by this
election will capitalize specified policy acquisition expenses with respect
to such transactions without regard to the general deductions limitation of
Section 848(c)(1) of the Code.
2. The parties agree to exchange information pertaining to the amount of Net
Consideration (as defined in Section 848 of the Code and related Treasury
Regulations) under this Agreement each year to ensure consistency or as is
otherwise required by the Internal Revenue Service. The exchange of
information each year will follow the procedures set forth below:
(a) By April 1 of each year, LBL will submit a schedule to ALLSTATE of its
calculation of the Net Consideration for the preceding calendar year.
This schedule of calculations will be accompanied by a statement
signed by an authorized representative of LBL stating the amount of
the Net Consideration LBL will report in its tax return for the
preceding calendar year.
(b) Within thirty (30) days of ALLSTATE's receipt of LBL's calculation,
ALLSTATE may contest such calculation by providing an alternative
calculation to LBL in writing. If ALLSTATE does not notify LBL that it
contests such calculation within said 30-day period, the calculation
will be presumed correct and ALLSTATE shall also report the Net
Consideration as determined by LBL in ALLSTATE's tax return for the
preceding calendar year.
(c) If ALLSTATE provides an alternative calculation of the Net
Consideration pursuant to clause (b), the parties will act in good
faith to reach an agreement as to the correct amount of Net
Consideration within thirty (30) days of the date LBL receives the
alternative calculation from ALLSTATE. When LBL and ALLSTATE reach
agreement on an amount of Net Consideration, each party shall report
the applicable amount in their respective tax returns for the
preceding calendar year.
Exhibit 10.12
MODIFIED COINSURANCE AGREEMENT
between
LINCOLN BENEFIT LIFE COMPANY, domiciled in Nebraska
(hereinafter "LBL")
and
ALLSTATE LIFE INSURANCE COMPANY, domiciled in Illinois
(hereinafter "ALLSTATE")
RECITALS
WHEREAS, LBL and ALLSTATE are parties to that certain Reinsurance Agreement
effective January 1, 1994, under which LBL cedes to ALLSTATE on a modified
coinsurance basis the net liability for contracts whose reserve is invested, in
whole or in part, in any account designated as a LBL Separate Account, excluding
any portion of such contracts which are not so invested ("Reinsurance
Agreement"); and
WHEREAS, the Reinsurance Agreement, over the years, has been amended several
times, such that comprehension of the Reinsurance Agreement has been rendered
difficult; and
WHEREAS, the insurance regulators for the States of Nebraska and Illinois have
requested that the parties consider rewriting the Reinsurance Agreement for the
purposes of incorporating the several amendments and clarifying certain other
aspects of the Reinsurance Agreement; and
WHEREAS, the parties desire to revise and restate the terms of the Reinsurance
Agreement, and to reflect such revisions and restated terms in this Modified
Coinsurance Agreement (the "Agreement"),
NOW THEREFORE, the parties agree that this Agreement shall replace and supercede
the Reinsurance Agreement including all amendments thereto, and that, as of the
Effective Date specified herein, the Policies (as defined in Article I below)
shall be reinsured under the terms and conditions specified in this Agreement.
ARTICLE I
DEFINITIONS
A. "CARVM" shall mean the Commissioners Annuity Reserve Valuation Method as
set forth in the Standard Valuation Law, as amended.
B. "CARVM and CRVM Expense Allowance" shall mean the amount by which required
policy assets exceed liabilities in the separate account for the Policies.
C. "CRVM" shall mean the Commissioners Reserve Valuation Method as set forth
in the Standard Valuation Law, as amended.
D. "Effective Date" shall mean the date on which this Agreement takes effect,
which shall be 12/31/2001.
E. "LBL's Capital Investment" shall mean any funds invested by LBL for the
benefit of LBL in the LBL Separate Account.
F. "Policy" or "Policies" shall mean the policies and contracts described in
Exhibit A as being eligible for reinsurance under this Agreement.
G. "Reserves" shall mean the total liability for the Policies corresponding to
the amount on page 3, line 15 (Total Liabilities) of LBL's Statutory
Separate Account.
ARTICLE II
BASIS OF REINSURANCE
1. ALLSTATE will indemnify and LBL will automatically reinsure with ALLSTATE,
according to the terms and conditions hereof, the net liability for
Policies in force (or no longer in force but with remaining liability) on
the Effective Date and Policies directly issued subsequent to the Effective
Date by LBL on the Policies.
2. The indemnity reinsurance provided hereunder shall be on a 100% modified
coinsurance basis. LBL shall retain, maintain, and own all assets held in
relation to the Reserve (as defined in Article I of this Agreement).
3. In no event will reinsurance under this Agreement be in force with respect
to a Policy unless such Policy is in force.
4. ALLSTATE will automatically reinsure the CARVM and CRVM Expense Allowance
for the Policies, as reflected in the calculation specified in Article IV,
Item (e).
ARTICLE III
LIABILITY OF ALLSTATE
The liability of ALLSTATE with respect to any Policy will begin simultaneously
with that of LBL. ALLSTATE'S liability with respect to any Policy will terminate
on the date LBL's liability on such Policy terminates or the date this Agreement
is terminated, whichever is earliest. However, termination of this Agreement
will not terminate ALLSTATE's liability for benefit payments incurred prior to
the date of termination.
ARTICLE IV
SETTLEMENT AND REPORTING
1. While this Agreement is in effect, LBL shall pay to ALLSTATE no less
frequently than quarterly, with respect to Policies under this Agreement, a
reinsurance premium equal to (or the accounting equivalent of) Item (a)
less Item (b) below.
(a) Gross premiums (direct and reinsurance assumed) collected by LBL.
(b) Gross premiums refunded by LBL to policyholders.
2. While this Agreement is in effect, ALLSTATE shall pay to LBL on at least a
quarterly basis a benefit and expense allowance equal to (or the accounting
equivalent of) the sum of Items (a), (b), (c), (d), (e) and (f) below.
(a) Net benefits (as defined in this Article IV, Paragraph 3) paid or
incurred by LBL with respect to the Policies.
(b) Commissions and other sales compensation paid or incurred by LBL with
respect to the Policies.
(c) General insurance expenses paid or incurred by LBL with respect to the
Policies.
(d) Insurance taxes, licenses and fees (excluding income taxes), paid or
incurred by LBL with respect to the Policies.
(e) CARVM and CRVM Expense Allowance, defined as the change in LBL's
Separate Account Page 4, Line 8.2 (change in expense allowances
recognized in reserve) from the prior settlement period.
(f) Net reinsurance premiums paid or incurred by LBL to another reinsurer
with respect to the Policies.
3. Net Benefits are defined as follows:
(a) For a Policy issued directly by LBL, net benefits are the actual
amounts payable by LBL to the policyholder, less any amounts payable
to LBL by another reinsurer with respect to the Policy. These payments
include death benefits, endowment benefit, annuity benefits,
disability benefits, benefits under A & H policies, surrender benefits
and payments on supplementary contracts with and without life
contingencies.
(b) For Policies reinsured by LBL and retroceded under this Agreement, net
benefits are the actual amounts payable by LBL to the ceding company
with respect to the Policy reinsured by LBL. These payments will
include commissions and expense allowances on reinsurance accepted.
4. LBL will provide ALLSTATE with accounting reports no less frequently than
quarterly within forty-five (45) days following the end of each calendar
quarter. These reports will contain sufficient information about the
Policies to enable the reinsurer to prepare its quarterly and annual
financial reports.
5. Settlements as set out in Article IV, Paragraphs 1 and 2 will occur no less
frequently than quarterly within sixty (60) days following the end of each
calendar quarter.
6. For purposes of clarification, the parties acknowledge and agree that: (i)
ALLSTATE will pay all commissions and other acquisition expenses under
paragraph 2 of this Article IV; and (ii) the CARVM and CRVM expense
allowance will be funded by ALLSTATE and the negative liability will be
transferred from LBL's separate account to ALLSTATE's separate account.
ARTICLE V
TAX MATTERS
1. On a basis no less frequent than annual, LBL and ALLSTATE shall settle the
federal income tax consequences relating to the reinsurance of the Policies
hereunder. Such settlement shall be determined by comparing (a) LBL's
separate return tax liability (or refund), determined as set forth below
and calculated prior to taking into account any settlement under this
paragraph (the "Actual Tax Liability"), with (b) LBL's separate return tax
liability (or refund) that would have been incurred if the Policies were
written directly by ALLSTATE and the Invested Assets and related reserves
were held by ALLSTATE (the "Pro Forma Tax Liability"). If the Actual Tax
Liability exceeds the Pro Forma Tax Liability, ALLSTATE shall pay to LBL
such amount (grossed-up to take into account the tax on such payment,
determined at the highest federal corporate income tax rate); if the Actual
Tax Liability is less than the Pro Forma Tax Liability, LBL shall pay to
ALLSTATE such amount (grossed-up to take into account the tax on such
payment, determined at the highest federal corporate income tax rate). For
this purpose, the Actual Tax Liability shall be computed as follows: (i) if
LBL is not a member of the same consolidated tax group as ALLSTATE, the
Actual Tax Liability shall be determined as if LBL filed a separate federal
income tax return and all the income on such return were taxed at the
highest federal corporate income tax rate; (ii) if LBL is a member of the
same consolidated tax group as ALLSTATE, the Actual Tax Liability of LBL
shall be the amount of consolidated group's tax allocable to LBL under any
tax sharing agreements with members of the group. The Pro Forma Tax
Liability shall be determined under similar principles.
2. With respect to this Agreement, LBL and ALLSTATE hereby make the election
as set forth in Exhibit B and as provided for in section 1.848-2(g)(8) of
the Treasury Regulations. Each of the parties hereto agrees to take such
further actions as may be necessary to ensure the effectiveness of such
election.
ARTICLE VI
RESERVE ADJUSTMENTS
1. While this Agreement is in effect, no less frequently than quarterly a
reserve adjustment, with respect to Policies under this Agreement, equal to
(or the accounting equivalent of) the sum of Items (a) and (b) below, less
the sum of Items (c) and (d) below.
(a) The reserve change from the end of the prior settlement period to the
end of the current settlement period corresponding to the sum of the
amounts on page 4, lines 10 (Increase in aggregate reserve for life
and accident and health policies and contracts), 11 (Increase in
reserve for variable dividend accumulations), 12 (Investment income
and capital gains and losses credited on premium and other deposit
funds), and 13 (Increase in liability for premium and other deposit
funds) of LBL's Statutory Separate Account Statement.
(b) The funds transferred from the LBL Separate Account to a LBL General
Account.
(c) The funds transferred from a LBL General Account to the LBL Separate
Account.
(d) The net investment income corresponding to the amount on page 4, line
2 (Net investment income and capital gains and losses) of LBL's
Statutory Separate Account Statement, minus interest income on LBL's
Capital Investment.
2. If the reserve adjustment is positive, then the reserve adjustment is
payable by ALLSTATE to LBL. If the reserve adjustment is negative, then the
absolute value of the reserve adjustment is payable by LBL to ALLSTATE.
3. For purposes of clarification, the parties acknowledge and agree that : (i)
all investment income will stay in the LBL separate account for the benefit
of the policyholders; and (ii) the charges for investment management,
administration, contract guarantees and other fees will be assumed by
ALLSTATE through the reserve adjustment under this Article VI.
ARTICLE VII
STATEMENT REFERENCES
All references in this Agreement are to the 1999 NAIC Statutory General and
Separate Account Statements of LBL, as filed with the Nebraska Insurance
Department. Appropriate adjustments will be made for changes, if any, in the
NAIC Statutory General and Separate Account Statements on or after the Effective
Date.
ARTICLE VIII
OVERSIGHTS
ALLSTATE shall be bound as LBL is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of misunderstanding or
oversight on the part of either LBL or ALLSTATE, both LBL and ALLSTATE shall be
restored to the positions they would have occupied had no such error or
oversight occurred.
ARTICLE IX
INSPECTION OF RECORDS
LBL and ALLSTATE shall have the right, at any reasonable time, to examine at the
office of the other, any books, documents, reports or records which pertain in
any way to the Policies.
ARTICLE X
INSOLVENCY
1. The portion of any risk or obligation assumed by ALLSTATE, when such
portion is ascertained, shall be payable on demand of LBL at the same time
as LBL shall pay its net retained portion of such risk or obligation, and
the reinsurance shall be payable by ALLSTATE on the basis of the liability
of LBL under the Policy or Policies without diminution because of the
insolvency of LBL. In the event of insolvency and the appointment of a
conservator, liquidator or statutory successor of LBL, such portion shall
be payable to such conservator, liquidator or statutory successor
immediately upon demand, on the basis of claims allowed against LBL by any
court of competent jurisdiction or, by any conservator, liquidator, or
statutory successor of LBL having authority to allow such claims, without
diminution because of such insolvency or because such conservator,
liqidator or statutory successor has failed to pay all or a portion of any
claims. Payments by ALLSTATE as above set forth shall be made directly to
LBL or its conservator, liquidator or statutory successor.
2. Further, in the event of the insolvency of LBL, the liquidator, receiver or
statutory successor of the insolvent LBL shall give written notice to
ALLSTATE of the pendency of an obligation of the insolvent LBL on any
policy reinsured, whereupon ALLLSTATE may investigate such claim and
interpose at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses which it may deem available to LBL or
its liquidator or statutory successor. The expense thus incurred by
ALLSTATE shall be chargeable, subject to court approval, against the
insolvent LBL as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to LBL solely as a
result of the defense undertaken by ALLSTATE.
ARTICLE XI
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as a honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of LBL, unless some other
location is mutually agreed upon. The decision of the Arbitrators shall be
handed down within 45 days of the date on which the arbitration is concluded.
ARTICLE XII
PARTIES TO AGREEMENT
This Agreement is solely between LBL and ALLSTATE. The acceptance of reinsurance
hereunder shall not create any right or legal relation whatever between ALLSTATE
and any party in interest under any Policy. LBL shall be and remain solely
liable to any insured, contract owner, or beneficiary under any Policy.
ARTICLE XIII
TERM AND TERMINATION
This Agreement shall be effective as of the Effective Date, and will be
unlimited as to its duration; provided, however, it may be terminated with
respect to the reinsurance of new business by either party giving the other
party ninety (90) days prior written notice of termination to the other party.
ARTICLE XIV
OFFSET
All monies due LBL or ALLSTATE under this Agreement shall be offset against each
other dollar for dollar.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement constitutes the entire contract between ALLSTATE and LBL with
respect to the subject matter hereof. No variation, modification or changes to
this Agreement shall be binding unless in writing and signed by an officer of
each party.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY
By: ___________________________________
Title: _________________________________
Date: _________________________________
ALLSTATE LIFE INSURANCE COMPANY
By: __________________________________
Title: _________________________________
Date: _________________________________
EXHIBIT A
CONTRACTS SUBJECT TO REINSURANCE UNDER THIS TREATY
Any variable life insurance policy or application received for a variable life
insurance policy whose reserve is invested, in whole or in part, in any account
designated as a LBL Separate Account shall be reinsured under this Agreement;
provided, however, that portion of any such contract which is not so invested is
not covered under this Agreement.
EXHIBIT B
TAX ELECTION
LBL and ALLSTATE hereby make an election pursuant to Treasury Regulations
Section 1.848-2(g)(8). This election shall be effective for the tax year during
which the Effective Date falls and all subsequent taxable years for which this
Agreement remains in effect. Unless otherwise indicated, the terms used in this
Exhibit are defined by reference to Treasury Regulations Section 1.848-2 as in
effect on the date hereof. As used below, the term "party" or "parties" shall
refer to LBL or ALLSTATE, or both, as appropriate.
1. The party with the Net Positive Consideration (as defined in Section 848 of
the Code and related Treasury Regulations) with respect to the transactions
contemplated under this Agreement for any taxable year covered by this
election will capitalize specified policy acquisition expenses with respect
to such transactions without regard to the general deductions limitation of
Section 848(c)(1) of the Code.
2. The parties agree to exchange information pertaining to the amount of Net
Consideration (as defined in Section 848 of the Code and related Treasury
Regulations) under this Agreement each year to ensure consistency or as is
otherwise required by the Internal Revenue Service. The exchange of
information each year will follow the procedures set forth below:
(a) By April 1 of each year, LBL will submit a schedule to ALLSTATE of its
calculation of the Net Consideration for the preceding calendar year.
This schedule of calculations will be accompanied by a statement
signed by an authorized representative of LBL stating the amount of
the Net Consideration LBL will report in its tax return for the
preceding calendar year.
(b) Within thirty (30) days of ALLSTATE's receipt of LBL's calculation,
ALLSTATE may contest such calculation by providing an alternative
calculation to LBL in writing. If ALLSTATE does not notify LBL that it
contests such calculation within said 30-day period, the calculation
will be presumed correct and ALLSTATE shall also report the Net
Consideration as determined by LBL in ALLSTATE's tax return for the
preceding calendar year.
(c) If ALLSTATE provides an alternative calculation of the Net
Consideration pursuant to clause (b), the parties will act in good
faith to reach an agreement as to the correct amount of Net
Consideration within thirty (30) days of the date LBL receives the
alternative calculation from ALLSTATE. When LBL and ALLSTATE reach
agreement on an amount of Net Consideration, each party shall report
the applicable amount in their respective tax returns for the
preceding calendar year.
Exhibit 10.13
MODIFIED COINSURANCE AGREEMENT
between
LINCOLN BENEFIT LIFE COMPANY, domiciled in Nebraska
(hereinafter "LBL")
and
ALLSTATE LIFE INSURANCE COMPANY, domiciled in Illinois
(hereinafter "ALLSTATE")
RECITALS
WHEREAS, LBL and ALLSTATE are parties to that certain Reinsurance Agreement
effective January 1, 1994, under which LBL cedes to ALLSTATE on a modified
coinsurance basis the net liability for contracts whose reserve is invested, in
whole or in part, in any account designated as a LBL Separate Account, excluding
any portion of such contracts which are not so invested ("Reinsurance
Agreement"); and
WHEREAS, the Reinsurance Agreement, over the years, has been amended several
times, such that comprehension of the Reinsurance Agreement has been rendered
difficult; and
WHEREAS, the insurance regulators for the States of Nebraska and Illinois have
requested that the parties consider rewriting the Reinsurance Agreement for the
purposes of incorporating the several amendments and clarifying certain other
aspects of the Reinsurance Agreement; and
WHEREAS, the parties desire to revise and restate the terms of the Reinsurance
Agreement, and to reflect such revisions and restated terms in this Modified
Coinsurance Agreement (the "Agreement"),
NOW THEREFORE, the parties agree that this Agreement shall replace and supercede
the Reinsurance Agreement including all amendments thereto, and that, as of the
Effective Date specified herein, the Policies (as defined in Article I below)
shall be reinsured under the terms and conditions specified in this Agreement.
ARTICLE I
DEFINITIONS
A. "CARVM" shall mean the Commissioners Annuity Reserve Valuation Method as
set forth in the Standard Valuation Law, as amended.
B. "CARVM and CRVM Expense Allowance" shall mean the amount by which required
policy assets exceed liabilities in the separate account for the Policies.
C. "CRVM" shall mean the Commissioners Reserve Valuation Method as set forth
in the Standard Valuation Law, as amended.
D. "Effective Date" shall mean the date on which this Agreement takes effect,
which shall be 12/31/2001.
E. "LBL's Capital Investment" shall mean any funds invested by LBL for the
benefit of LBL in the LBL Separate Account.
F. "Policy" or "Policies" shall mean the policies and contracts described in
Exhibit A as being eligible for reinsurance under this Agreement.
G. "Reserves" shall mean the total liability for the Policies corresponding to
the amount on page 3, line 15 (Total Liabilities) of LBL's Statutory
Separate Account.
ARTICLE II
BASIS OF REINSURANCE
1. ALLSTATE will indemnify and LBL will automatically reinsure with ALLSTATE,
according to the terms and conditions hereof, the net liability for
Policies in force (or no longer in force but with remaining liability) on
the Effective Date and Policies directly issued subsequent to the Effective
Date by LBL on the Policies.
2. The indemnity reinsurance provided hereunder shall be on a 100% modified
coinsurance basis. LBL shall retain, maintain, and own all assets held in
relation to the Reserve (as defined in Article I of this Agreement).
3. In no event will reinsurance under this Agreement be in force with respect
to a Policy unless such Policy is in force.
4. ALLSTATE will automatically reinsure the CARVM and CRVM Expense Allowance
for the Policies, as reflected in the calculation specified in Article IV,
Item (e).
ARTICLE III
LIABILITY OF ALLSTATE
The liability of ALLSTATE with respect to any Policy will begin simultaneously
with that of LBL. ALLSTATE'S liability with respect to any Policy will terminate
on the date LBL's liability on such Policy terminates or the date this Agreement
is terminated, whichever is earliest. However, termination of this Agreement
will not terminate ALLSTATE's liability for benefit payments incurred prior to
the date of termination.
ARTICLE IV
SETTLEMENT AND REPORTING
1. While this Agreement is in effect, LBL shall pay to ALLSTATE no less
frequently than quarterly, with respect to Policies under this Agreement, a
reinsurance premium equal to (or the accounting equivalent of) Item (a)
less Item (b) below.
(a) Gross premiums (direct and reinsurance assumed) collected by LBL.
(b) Gross premiums refunded by LBL to policyholders.
2. While this Agreement is in effect, ALLSTATE shall pay to LBL on at least a
quarterly basis a benefit and expense allowance equal to (or the accounting
equivalent of) the sum of Items (a), (b), (c), (d), (e) and (f) below.
(a) Net benefits (as defined in this Article IV, Paragraph 3) paid or
incurred by LBL with respect to the Policies.
(b) Commissions and other sales compensation paid or incurred by LBL with
respect to the Policies.
(c) General insurance expenses paid or incurred by LBL with respect to the
Policies.
(d) Insurance taxes, licenses and fees (excluding income taxes), paid or
incurred by LBL with respect to the Policies.
(e) CARVM and CRVM Expense Allowance, defined as the change in LBL's
Separate Account Page 4, Line 8.2 (change in expense allowances
recognized in reserve) from the prior settlement period.
(f) Net reinsurance premiums paid or incurred by LBL to another reinsurer
with respect to the Policies.
3. Net Benefits are defined as follows:
(a) For a Policy issued directly by LBL, net benefits are the actual
amounts payable by LBL to the policyholder, less any amounts payable
to LBL by another reinsurer with respect to the Policy. These payments
include death benefits, endowment benefit, annuity benefits,
disability benefits, benefits under A & H policies, surrender benefits
and payments on supplementary contracts with and without life
contingencies.
(b) For Policies reinsured by LBL and retroceded under this Agreement, net
benefits are the actual amounts payable by LBL to the ceding company
with respect to the Policy reinsured by LBL. These payments will
include commissions and expense allowances on reinsurance accepted.
4. LBL will provide ALLSTATE with accounting reports no less frequently than
quarterly within forty-five (45) days following the end of each calendar
quarter. These reports will contain sufficient information about the
Policies to enable the reinsurer to prepare its quarterly and annual
financial reports.
5. Settlements as set out in Article IV, Paragraphs 1 and 2 will occur no less
frequently than quarterly within sixty (60) days following the end of each
calendar quarter.
6. For purposes of clarification, the parties acknowledge and agree that: (i)
ALLSTATE will pay all commissions and other acquisition expenses under
paragraph 2 of this Article IV; and (ii) the CARVM and CRVM expense
allowance will be funded by ALLSTATE and the negative liability will be
transferred from LBL's separate account to ALLSTATE's separate account.
ARTICLE V
TAX MATTERS
1. On a basis no less frequent than annual, LBL and ALLSTATE shall settle the
federal income tax consequences relating to the reinsurance of the Policies
hereunder. Such settlement shall be determined by comparing (a) LBL's
separate return tax liability (or refund), determined as set forth below
and calculated prior to taking into account any settlement under this
paragraph (the "Actual Tax Liability"), with (b) LBL's separate return tax
liability (or refund) that would have been incurred if the Policies were
written directly by ALLSTATE and the Invested Assets and related reserves
were held by ALLSTATE (the "Pro Forma Tax Liability"). If the Actual Tax
Liability exceeds the Pro Forma Tax Liability, ALLSTATE shall pay to LBL
such amount (grossed-up to take into account the tax on such payment,
determined at the highest federal corporate income tax rate); if the Actual
Tax Liability is less than the Pro Forma Tax Liability, LBL shall pay to
ALLSTATE such amount (grossed-up to take into account the tax on such
payment, determined at the highest federal corporate income tax rate). For
this purpose, the Actual Tax Liability shall be computed as follows: (i) if
LBL is not a member of the same consolidated tax group as ALLSTATE, the
Actual Tax Liability shall be determined as if LBL filed a separate federal
income tax return and all the income on such return were taxed at the
highest federal corporate income tax rate; (ii) if LBL is a member of the
same consolidated tax group as ALLSTATE, the Actual Tax Liability of LBL
shall be the amount of consolidated group's tax allocable to LBL under any
tax sharing agreements with members of the group. The Pro Forma Tax
Liability shall be determined under similar principles.
2. With respect to this Agreement, LBL and ALLSTATE hereby make the election
as set forth in Exhibit B and as provided for in section 1.848-2(g)(8) of
the Treasury Regulations. Each of the parties hereto agrees to take such
further actions as may be necessary to ensure the effectiveness of such
election.
ARTICLE VI
RESERVE ADJUSTMENTS
1. While this Agreement is in effect, no less frequently than quarterly a
reserve adjustment, with respect to Policies under this Agreement, equal to
(or the accounting equivalent of) the sum of Items (a) and (b) below, less
the sum of Items (c) and (d) below.
(a) The reserve change from the end of the prior settlement period to the
end of the current settlement period corresponding to the sum of the
amounts on page 4, lines 10 (Increase in aggregate reserve for life
and accident and health policies and contracts), 11 (Increase in
reserve for variable dividend accumulations), 12 (Investment income
and capital gains and losses credited on premium and other deposit
funds), and 13 (Increase in liability for premium and other deposit
funds) of LBL's Statutory Separate Account Statement.
(b) The funds transferred from the LBL Separate Account to a LBL General
Account.
(c) The funds transferred from a LBL General Account to the LBL Separate
Account.
(d) The net investment income corresponding to the amount on page 4, line
2 (Net investment income and capital gains and losses) of LBL's
Statutory Separate Account Statement, minus interest income on LBL's
Capital Investment.
2. If the reserve adjustment is positive, then the reserve adjustment is
payable by ALLSTATE to LBL. If the reserve adjustment is negative, then the
absolute value of the reserve adjustment is payable by LBL to ALLSTATE.
3. For purposes of clarification, the parties acknowledge and agree that : (i)
all investment income will stay in the LBL separate account for the benefit
of the policyholders; and (ii) the charges for investment management,
administration, contract guarantees and other fees will be assumed by
ALLSTATE through the reserve adjustment under this Article VI.
ARTICLE VII
STATEMENT REFERENCES
All references in this Agreement are to the 1999 NAIC Statutory General and
Separate Account Statements of LBL, as filed with the Nebraska Insurance
Department. Appropriate adjustments will be made for changes, if any, in the
NAIC Statutory General and Separate Account Statements on or after the Effective
Date.
ARTICLE VIII
OVERSIGHTS
ALLSTATE shall be bound as LBL is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of misunderstanding or
oversight on the part of either LBL or ALLSTATE, both LBL and ALLSTATE shall be
restored to the positions they would have occupied had no such error or
oversight occurred.
ARTICLE IX
INSPECTION OF RECORDS
LBL and ALLSTATE shall have the right, at any reasonable time, to examine at the
office of the other, any books, documents, reports or records which pertain in
any way to the Policies.
ARTICLE X
INSOLVENCY
1. The portion of any risk or obligation assumed by ALLSTATE, when such
portion is ascertained, shall be payable on demand of LBL at the same time
as LBL shall pay its net retained portion of such risk or obligation, and
the reinsurance shall be payable by ALLSTATE on the basis of the liability
of LBL under the Policy or Policies without diminution because of the
insolvency of LBL. In the event of insolvency and the appointment of a
conservator, liquidator or statutory successor of LBL, such portion shall
be payable to such conservator, liquidator or statutory successor
immediately upon demand, on the basis of claims allowed against LBL by any
court of competent jurisdiction or, by any conservator, liquidator, or
statutory successor of LBL having authority to allow such claims, without
diminution because of such insolvency or because such conservator,
liqidator or statutory successor has failed to pay all or a portion of any
claims. Payments by ALLSTATE as above set forth shall be made directly to
LBL or its conservator, liquidator or statutory successor.
2. Further, in the event of the insolvency of LBL, the liquidator, receiver or
statutory successor of the insolvent LBL shall give written notice to
ALLSTATE of the pendency of an obligation of the insolvent LBL on any
policy reinsured, whereupon ALLLSTATE may investigate such claim and
interpose at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses which it may deem available to LBL or
its liquidator or statutory successor. The expense thus incurred by
ALLSTATE shall be chargeable, subject to court approval, against the
insolvent LBL as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to LBL solely as a
result of the defense undertaken by ALLSTATE.
ARTICLE XI
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as a honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of LBL, unless some other
location is mutually agreed upon. The decision of the Arbitrators shall be
handed down within 45 days of the date on which the arbitration is concluded.
ARTICLE XII
PARTIES TO AGREEMENT
This Agreement is solely between LBL and ALLSTATE. The acceptance of reinsurance
hereunder shall not create any right or legal relation whatever between ALLSTATE
and any party in interest under any Policy. LBL shall be and remain solely
liable to any insured, contract owner, or beneficiary under any Policy.
ARTICLE XIII
TERM AND TERMINATION
This Agreement shall be effective as of the Effective Date, and will be
unlimited as to its duration; provided, however, it may be terminated with
respect to the reinsurance of new business by either party giving the other
party ninety (90) days prior written notice of termination to the other party.
ARTICLE XIV
OFFSET
All monies due LBL or ALLSTATE under this Agreement shall be offset against each
other dollar for dollar.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement constitutes the entire contract between ALLSTATE and LBL with
respect to the subject matter hereof. No variation, modification or changes to
this Agreement shall be binding unless in writing and signed by an officer of
each party.
IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.
LINCOLN BENEFIT LIFE COMPANY
By: ___________________________________
Title: _________________________________
Date: _________________________________
ALLSTATE LIFE INSURANCE COMPANY
By: __________________________________
Title: _________________________________
Date: _________________________________
EXHIBIT A
CONTRACTS SUBJECT TO REINSURANCE UNDER THIS TREATY
Any variable annuity contract or application received for a variable annuity
contract whose reserve is invested, in whole or in part, in any account
designated as a LBL Separate Account shall be reinsured under this Agreement;
provided, however, that portion of any such contract which is not so invested is
not covered under this Agreement.
EXHIBIT B
TAX ELECTION
LBL and ALLSTATE hereby make an election pursuant to Treasury Regulations
Section 1.848-2(g)(8). This election shall be effective for the tax year during
which the Effective Date falls and all subsequent taxable years for which this
Agreement remains in effect. Unless otherwise indicated, the terms used in this
Exhibit are defined by reference to Treasury Regulations Section 1.848-2 as in
effect on the date hereof. As used below, the term "party" or "parties" shall
refer to LBL or ALLSTATE, or both, as appropriate.
1. The party with the Net Positive Consideration (as defined in Section 848 of
the Code and related Treasury Regulations) with respect to the transactions
contemplated under this Agreement for any taxable year covered by this
election will capitalize specified policy acquisition expenses with respect
to such transactions without regard to the general deductions limitation of
Section 848(c)(1) of the Code.
2. The parties agree to exchange information pertaining to the amount of Net
Consideration (as defined in Section 848 of the Code and related Treasury
Regulations) under this Agreement each year to ensure consistency or as is
otherwise required by the Internal Revenue Service. The exchange of
information each year will follow the procedures set forth below:
(a) By April 1 of each year, LBL will submit a schedule to ALLSTATE of its
calculation of the Net Consideration for the preceding calendar year.
This schedule of calculations will be accompanied by a statement
signed by an authorized representative of LBL stating the amount of
the Net Consideration LBL will report in its tax return for the
preceding calendar year.
(b) Within thirty (30) days of ALLSTATE's receipt of LBL's calculation,
ALLSTATE may contest such calculation by providing an alternative
calculation to LBL in writing. If ALLSTATE does not notify LBL that it
contests such calculation within said 30-day period, the calculation
will be presumed correct and ALLSTATE shall also report the Net
Consideration as determined by LBL in ALLSTATE's tax return for the
preceding calendar year.
(c) If ALLSTATE provides an alternative calculation of the Net
Consideration pursuant to clause (b), the parties will act in good
faith to reach an agreement as to the correct amount of Net
Consideration within thirty (30) days of the date LBL receives the
alternative calculation from ALLSTATE. When LBL and ALLSTATE reach
agreement on an amount of Net Consideration, each party shall report
the applicable amount in their respective tax returns for the
preceding calendar year.
