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EXHIBIT 10.22(E)
ESCROW AGREEMENT
(Ohio State/Investors Guaranty Business)
GREAT SOUTHERN LIFE INSURANCE COMPANY
a Texas corporation with executive offices in
Kansas City, Missouri
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ESCROW AGREEMENT
(Ohio State/Investors Guaranty Business)
Entered into between
COMMERCE BANK, N.A.
of
Kansas City, Missouri
(hereinafter to referred to as Bank)
and
EMPLOYERS REASSURANCE CORPORATION
of
Overland Park, Kansas
(hereinafter called the Corporation)
and
GREAT SOUTHERN LIFE INSURANCE COMPANY
a Texas corporation with executive offices in
Kansas City, Missouri
(hereinafter called the Company)
EFFECTIVE DATE: The date the stock of either The Ohio State Life
Insurance Company or Investors Guaranty Life Insurance Company is
purchased by the Company
In consideration of the mutual covenants hereinafter contained, the parties
hereto do hereby agree as follows:
SECTION 1
SUBJECT AGREEMENTS. This agreement pertains to the:
(a) Coinsurance Reinsurance Agreement between the Corporation and The Ohio
State Life Insurance Company (hereinafter called the Ohio State Treaty);
(b) and to the Coinsurance Reinsurance Agreement between the Corporation and
Investors Guaranty Life Insurance Company (hereinafter called the Investors
Guaranty Treaty);
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(c) and to the Modified Coinsurance Retrocession Agreement (Ohio State Plans)
between the Company and the Corporation (hereinafter called the Ohio State
Mod-Co Contract);
(d) and to the Modified Coinsurance Retrocession Agreement (Investors Guaranty
Plans) between the Company and the Corporation (hereinafter called the
Investors Guaranty Mod-Co Contract).
A copy of the Ohio State Treaty is attached to and made a part of this agreement
as Exhibit A.
A copy of the Investors Guaranty Treaty is attached to and made a part of this
agreement as Exhibit B.
A copy of the Ohio State Mod-Co Contract is attached to and made a part of this
agreement as Exhibit C.
A copy of the Investors Guaranty Mod-Co Contract is attached to and made a part
of this agreement as Exhibit D.
SECTION 2
DEPOSITS AND WITHDRAWALS. All deposits and withdrawals from this account shall
be made by the Corporation in accordance with Article VIII of the Ohio State
Mod-Co Contract and Article VIII of the Investors Guaranty Mod-Co Contract, but
the Bank shall have no responsibility for deciding when the deposits or
withdrawals are to be made or for determining the required amounts thereof or
for determining whether the assets are of a type which are acceptable to the
Corporation.
The Corporation has the right to withdraw not more than 30% of the statutory
profits, including interest thereon, derived from the business described in
Section 1. The Corporation is not required to apply the withdrawals permitted by
this paragraph to the business described in Section 1.
SECTION 3
REPORTS. The Bank shall furnish to the Corporation, the Company and to Xxxxxxx
Life, Inc., 0000 Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (hereinafter called
Xxxxxxx) monthly reports of the assets held by the Bank with respect to this
agreement (hereinafter called assets). Each report shall show all deposits,
withdrawals, substitutions and a listing of assets as of the end of the month.
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SECTION 4
CHARGES. All fees charged by the Bank for the services provided with respect to
this agreement shall be deducted from the assets' earnings, provided that, if
the earnings of the assets are insufficient, the Company shall be obligated for
the fees charged by the Bank with respect to this agreement.
SECTION 5
OWNERSHIP. The assets shall remain the property of the Corporation until
released to the Company in accordance with Section 6.
SECTION 6
RELEASE OF ASSETS. On termination of this agreement, the Bank shall transfer to
the Company all of the assets held by the Bank with respect to this agreement.
SECTION 7
INVESTMENT DIRECTION. The Bank shall accept instructions from Xxxxxxx regarding
investment of the assets, including sale of those assets deposited by the
Corporation and purchase of others. The Bank may, without the consent of
Xxxxxxx, but with written notice to Xxxxxxx, upon the call or maturity of any
asset, withdraw it, as long as the proceeds thereof are deposited back to the
Corporation's account pertaining to this agreement.
SECTION 8
INSPECTION. After giving the Bank at least three business days advance written
notice, the Corporation or the Company shall have the right to inspect the
assets during the business hours of the Bank.
SECTION 9
ASSIGNMENT. It is understood and agreed that none of the parties to this
agreement will assign or attempt to assign their interest herein or any part of
it.
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SECTION 10
BANK DUTIES. (a) Acceptance of Assets. The Bank shall not accept any asset for
deposit (other than cash) unless the asset is issued or registered in such form
that it is readily negotiable to the Bank - i.e., the assets shall be either
issued in "bearer" form, issued or registered in the name of the Bank or its
nominee for the benefit of the Corporation. All securities, other than cash,
deposited by the Corporation shall:
(1) be free and clear of all encumbrances; and
(2) be fully negotiable or in such form that the Bank may sell,
transfer or otherwise deposit the same without any additional
signature or agreement from the Corporation.
(b) Collection of Interest and Dividends: Voting Rights. The Bank is hereby
authorized, without prior notice to the Corporation or Xxxxxxx, to
demand payment of and collect all interest or dividends on the assets
and the Bank shall deposit all of such interest or dividends collected
to the principal of the Corporation's account pertaining to this
agreement. The Bank shall have the full and unqualified right to vote
and execute consents with respect to any shares of stock comprising the
assets.
(c) Obligations. The Bank agrees to hold and disburse the various assets in
accordance with the provisions expressed herein.
(d) Responsibilities. The Bank shall be liable as a depository only with its
duties being only those specifically provided herein and which are
ministerial in nature and not discretionary. The Bank shall not be liable
for any mistake of fact or error in judgment, or for any act or failure to
act of any kind taken in good faith and believed by it to be authorized or
within the rights or powers conferred by this agreement, unless there be
shown willful misconduct or gross negligence.
The Bank shall not be responsible for the sufficiency or accuracy of the
form, execution or validity of the documents or items deposited hereunder,
nor for any description of property or other matter noted therein. It
shall not be liable for default by any party hereto because of such
party's failure to perform, and shall have no responsibility to seek
performance by any party; nor shall it be liable for the outlawing of any
rights under any statutes of limitation in respect to any documents or
items deposited.
The Bank shall not be liable for collection items until the proceeds of
the same in actual cash have been received. The Bank shall not be liable
for interest on any deposit of money. The Bank shall not be liable in any
respect on account of
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identity, authority or rights of persons executing or delivering, or
purporting to execute or deliver, any document or item, and may rely
absolutely and be fully protected in acting upon any item, document or
other writing believed by it to be authentic in performing its duties
hereunder. The Bank may, as a condition to the disbursement of money or
property, require from the payee or recipient a receipt therefor, and,
upon final payment or distribution, require a release from any liability
arising out of its execution or performance of this agreement.
The Bank shall be entitled to consult with and engage the services of
legal counsel of its choice with respect to any matter pertaining to this
agreement and shall be entitled to reimbursement for the reasonable costs
and expenses of such legal counsel. The Bank shall be entitled to
compensation in accordance with Exhibit C attached to and made a part of
this agreement.
In accepting any funds, securities or documents delivered hereunder, it is
agreed and understood that, in the event of disagreement between the
parties to this agreement, or persons claiming under them, or any of them,
the Bank reserves the right to hold all money, securities and property in
its possession, and all papers in connection with or concerning this
agreement, until a mutual agreement has been reached between all of said
parties, or until delivery is made to court in any interpleader action, or
until as otherwise authorized by final judgment or decree.
The Bank, in the administration of this agreement, is to be bound solely
by the express provisions herein, and such further written and signed
directions, including facsimile instructions, as Xxxxxxx or the
appropriate party or parties may, under the conditions herein provided,
deliver to the Bank.
(e) Resignation or Removal. The Bank may at any time resign from, and
terminate its capacity hereunder by delivery of written notice or
resignation, effective not less than thirty (30) days after receipt by
both the Corporation and the Company. The Bank may be removed by the
Corporation by delivery to the Bank and the Company of a written notice of
removal, effective not less than thirty (30) days after receipt by the
Bank and the Company of the notice. However, no such resignation by the
Bank shall be effective until a successor to the Bank shall have been
duly appointed as provided in this agreement and all the assets have
been duly transferred to the successor. The Bank, upon receipt of such
notice, shall undertake to obtain the agreement of a qualified
successor depository, agreeable to the Company. Upon the Bank's
delivery of the assets to the qualified successor depository, along
with a closing statement showing all activities from the last
report, the Bank shall be discharged of further responsibilities
hereunder.
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(f) Release of Information. The Bank shall respond to any and all reasonable
requests for information concerning the assets by either of the other
parties to this agreement or from Xxxxxxx.
SECTION 11
ENFORCEABILITY. This agreement has been duly executed by each of the parties
hereto and constitutes a binding and enforceable agreement of each such party.
SECTION 12
TERMINATION. Unless sooner terminated by mutual consent of the Corporation and
the Company (in which case the stipulation of termination shall specify whether
the Corporation or the Company is to receive the assets), this agreement shall
remain in force until the Corporation shall have no liability under the:
(1) Ohio State Treaty (either to Ohio State Life Insurance Company
or to the Company as assignee of Ohio State Life Insurance
Company pursuant to subparagraph (b) of Article XVIII of said
Treaty);
(2) or under the Investors Guaranty Treaty (either to Investors
Guaranty Life Insurance Company or to the Company as assignee
of Investors Guaranty Life Insurance Company pursuant to
subparagraph (b) of Article XVIII of said Treaty).
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in triplicate.
EMPLOYERS REASSURANCE EMPLOYERS REASSURANCE
CORPORATION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: /s/Sr. Vice President Title: /s/Exec. Vice Pres. and Actuary
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Date: /s/ January 21, 1997 Date: /s/ January 21, 1997
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By: /s/Xxxx Xxxxxx By: /s/Xxxxxx X. Xxxxxxx
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Title: /s/ Sr. Vice President Title: /s/ Asst. Gen Counsel
Date: /s/ January 21, 1997 Date: /s/ January 21, 1997
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COMMERCE BANK, N.A.
By: /s/
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Title:
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Date:
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COMMERCE BANK, N.A.
Date January 21, 1997 By: /s/
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Title:
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Date:
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