1
VARIABLE ANNUITY REINSURANCE AGREEMENT
Effective Date of July 1, 1998
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Boston, Massachusetts)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Hartford, Connecticut)
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
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EFFECTIVE JULY 1, 1988
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VARIABLE ANNUITY REINSURANCE AGREEMENT
between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
INDEX
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ARTICLE PAGE
------- ----
Access to Records XII 8
Amounts at Risk II 3
Arbitration XVII 11
Automatic Excess Reinsurance III 4
Claims VII 6
Currency XIV 9
DAC Tax Regulation Election XVIII 11
Delays, Errors, or Omissions XIII 9
Effective Date; Term and Termination XIX 12
Extra Contractual Obligations IX 7
Hold Harmless XV 10
Insolvency XVI 10
Liability of Connecticut General IV 4
Litigation X 8
Notices XX 15
Offset XI 8
Parties to the Agreement I 3
Premium Accounting VI 5
Reinsurance Premiums V 5
Reserves VIII 7
SCHEDULES
---------
A Maximum Limits of Reinsurance in Connecticut General
B Contracts and Funds Subject to this Reinsurance Agreement
C Limits and Rules of MNA
D Reinsurance Premium Rates and Calculation Criteria
E Quarterly Reporting Format
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COMPANY OF NORTH AMERICA
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EFFECTIVE JULY 1, 1998
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VARIABLE ANNUITY REINSURANCE AGREEMENT
(hereinafter called Agreement)
between
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(hereinafter called MNA)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(hereinafter called Connecticut General or CIGNA Reinsurance)
It is agreed by the two companies as follows:
ARTICLE I - PARTIES TO THE AGREEMENT
------------------------------------
This Agreement shall be binding upon and shall inure solely to the benefit of
MNA and Connecticut General. This Agreement shall not and is not intended to
create any right or interest in any third party and shall not and is not
intended to create any legal relationship between either party and any third
party, including, without limitation, annuitants, insureds, certificate or
contract holders, employees, dependents, beneficiaries, policy owners,
applicants or assignees under any policy or contract issued by MNA.
ARTICLE II - AMOUNTS AT RISK
----------------------------
A. The Guaranteed Minimum Death Benefit (GMDB) reinsurance benefit, on the
Contract Forms identified in Schedule B, is the excess of the guaranteed
minimum death benefit, as defined in Schedule A, less the Contract Value
and reductions for withdrawals.
B. The Guaranteed Income Rider (GIR) reinsurance benefit is the excess of the
cost of providing the Income Benefit, as defined in Schedule A, over 98% of
the Contract Value.
C. At issue, MNA will cede to Connecticut General and Connecticut General will
reinsure and fully indemnify MNA for the percentage liability on the
Guaranteed Minimum Death Benefit or Guaranteed Income Rider, as defined in
(A) and (B) above, as follows:
1. 100% of all new issues of the Guaranteed Minimum Death Benefit or
Guaranteed Income Rider where the owner selects the Guaranteed Income
Rider; and
2. 50% of all new issues of the remaining GMDB where the owner has not
selected the GIR;
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D. The Contract Value represents the owner's invested assets in the funds in
Schedule B as it appears in the records of MNA before application of any
surrender charges, on any given date.
ARTICLE III - AUTOMATIC EXCESS REINSURANCE
------------------------------------------
A. On and after the Effective Date of this Agreement, subject to the limits of
Connecticut General's liability set forth in Schedule A and all other
terms, conditions and limitations set forth in this Agreement and the
Schedules attached to and made a part hereof, MNA shall cede and
Connecticut General shall accept the percentage liability on the GIR and/or
GMDB of MNA under the Variable Annuity Contracts, as described in Article
II.
B. This Agreement covers only MNA'S liability for claims paid under Variable
Annuity Contracts written on forms and investment in funds which were
reviewed by Connecticut General prior to their issuance. Forms, as
supplemented by additional materials, and funds available as of the date of
this Agreement are listed on Schedule B. If MNA intends to cede to
Connecticut General liability with respect to a new form or fund, or a
revised version of an approved form or fund, it must provide to Connecticut
General written notice of such intention together with a copy of the
proposed form, fund or revision, and a revised Schedule B.
C. MNA shall provide written notice to Connecticut General of any changes in
its published limits and rules identified on Schedule C, and Connecticut
General shall have no liability pursuant to revised limits and rules unless
and until Connecticut General provides written notice to MNA that such
revised limits and rules are acceptable.
ARTICLE IV - LIABILITY OF CONNECTICUT GENERAL
---------------------------------------------
Connecticut General's liability for reinsurance under this Agreement shall
follow that of MNA in every case, and be subject in all respects to the general
stipulations, terms, clauses, conditions, waivers and modifications of the
Variable Annuity Contracts.
In no event shall Connecticut General have any reinsurance liability unless the
Variable Annuity Contract issued by MNA is in force and the underwriting and
issuance of coverage by MNA constitutes the doing of business in a state of the
United States of America in which MNA is properly licensed and authorized to do
business.
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ARTICLE V - REINSURANCE PREMIUMS
--------------------------------
Premiums rates for reinsurance on new issues of the GMDB through June 30, 2001,
subject to the terms and conditions of this Agreement, are guaranteed while the
reinsurance coverage is in effect per Article XIX. Premiums rates for
reinsurance on new issues of the GIR through June 30, 2001, subject to the terms
and conditions of this Agreement, are guaranteed while the reinsurance coverage
is in effect per Article XIX. Premiums for reinsurance shall be paid in advance
on a quarterly basis and shall be determined by the application of the rates set
forth in Schedule D to the amount of reinsurance coverage provided for each
annuity insured by MNA as calculated based on the criteria defined in Schedule
D.
For funds identified as guaranteed in Schedule B, there will be no minimum
premium regardless of attained age.
ARTICLE VI - PREMIUM ACCOUNTING
-------------------------------
A. On or before the Due Date (as defined in Paragraph B), MNA shall
forward to Connecticut General its statement of account as set forth in
Schedules E together with its remittance for the net amount due as shown
therein as well as any premium adjustments from the prior quarter. If the
statement shows a balance due MNA, Reinsurer shall remit that amount to MNA
on or before the Remittance Date (the date occurring thirty days after the
Due Date). If the amounts described in Article VI cannot be determined by
the Due Dates set forth in Article VI, on an exact basis, such payments
will be made with a generally agreed upon formula which will approximate
the actual payments. Adjustments will then be made to reflect actual
amounts when they become available.
B. For the purposes of this Agreement the Due Date for Reinsurer's
receipt of the statement of account and premium due is the thirtieth day
following the close of any reporting period. The payment of reinsurance
premiums in accordance with the provisions herein shall be a condition
precedent to the liability of Reinsurer for reinsurance covered by this
Agreement. In the event that reinsurance premiums are not received by
Reinsurer as of the Due Date following the close of the reporting period in
which they fall due, Reinsurer will notify MNA that such premiums are due
and unpaid, and MNA will remit the premium on or before the Remittance
Date. In the event that the premiums are not paid by the Remittance Date,
Reinsurer shall have the right to give MNA notice of termination of such
reinsurance immediately.
C. If reinsurance is terminated as provided in paragraph B, and if all
reinsurance premiums in default and any additional charges due in
accordance with this Agreement, including such premiums and charges which
may become in default are not paid by the Remittance Date, Reinsurer shall
thereupon be relieved automatically of future liability under all
reinsurance for which premiums and other charges remain unpaid. New and
existing Reinsurance for which
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premiums subsequently fall due will terminate automatically if
reinsurance premiums are not paid when due as provided in paragraph B of
this Article. The reinsurance so terminated may be reinstated at any time
within sixty days of the date of termination upon payment of all
reinsurance premiums and other charges in arrears; but in the event of such
reinstatement, Reinsurer shall have no liability in connection with any
claims incurred between the date of termination and the date of
reinstatement of the reinsurance without prior written consent of the
Reinsurer.
D. Not withstanding termination of reinsurance as provided herein, MNA shall
continue to be liable to Reinsurer for all unpaid reinsurance premiums
earned by Reinsurer under this Agreement. Such premiums are subject to an
annual interest charge as specified in Article XIX.
ARTICLE VII - CLAIMS
--------------------
MNA is solely responsible for payment of its claims under the Policies
identified on Schedule B.
MNA shall provide written notice to Connecticut General of any Claim which may
impact the reinsurance coverage under this Agreement within thirty (30) calendar
days of receipt of notification of Claim. MNA shall also provide prompt notice
to Connecticut General of all subsequent significant developments relating to
such Claim. Inadvertent oversight or omission in the provision of such notice
shall not relieve Connecticut General of liability provided MNA informs
Connecticut General of such oversight or omission promptly upon its discovery.
MNA shall provide Connecticut General with proof of claim, proof of claim
payment and any other claim documentation requested by Connecticut General in
accordance with Schedule E. Payment of reinsurance shall be made by Connecticut
General in one sum regardless of the method of payment by MNA and within thirty
(30) calendar days following receipt of required claim documentation.
MNA shall notify Connecticut General of its intention to contest or deny a claim
which may involve the reinsurance coverage under this Agreement before any
notice of contest or denial is provided to the claimant. Connecticut General
shall then have thirty (30) calendar days within which to advise MNA whether it
agrees that the claim should be contested or denied. If Connecticut General does
not agree that the claim should be contested or denied, then it shall pay to MNA
the full amount of the reinsurance on the risk reinsured, as set forth in this
Agreement, and Connecticut General shall have no further obligation in respect
to such claim. If Connecticut General agrees that the claim should be contested
or denied, then Connecticut General shall pay its share of the following in
accordance with its share of liability as set forth in this Agreement:
* Expenses incurred by MNA in investigating, contesting litigating or
otherwise resisting the Claim, excluding salaries and expenses of
employees, officers and agents of MNA
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COMPANY OF NORTH AMERICA
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and ordinary expenses of MNA, and costs of third party
administrators acting on behalf of MNA; and
* Interest which is paid by MNA in respect of the Claim.
If the denial of a Claim results in an award verdict or judgment against MNA,
where Connecticut General has agreed with the claim denial and MNA intends to
appeal the verdict or judgment, written notice of the intention to appeal shall
be provided to Connecticut General. Connecticut General shall be entitled at
that time to pay its share of the judgment, together with any expenses and
interest as set forth above, and to have no further obligation in connection
with such Claim. If Connecticut General does not pay its share of the judgment
and any expenses and interest due at that time, Connecticut General shall pay
its share of the expenses associated with the appeal of the judgment or verdict,
together with its share of any additional interest charges that may accrue
during the appeal.
ARTICLE VIII - RESERVES
-----------------------
The reserve held by Connecticut General for reinsurance of the variable annuity
death benefit will be determined in accordance with the NAIC Actuarial Guideline
XXXIV, but in no event less than the recognized statutory required reserve. The
reserve held by Connecticut General for reinsurance of the variable annuity
income benefit will be determined in accordance with the NAIC Actuarial
Guideline, once approved, but in no event less than the recognized statutory
required reserve.
ARTICLE IX - EXTRA CONTRACTUAL OBLIGATIONS
------------------------------------------
A. In no event shall Connecticut General be liable for extra contractual
damages (whether they constitute Compensatory damages, Statutory
penalties, Exemplary or Punitive damages) which are awarded against MNA as
a result of an act, omission or course of conduct by MNA in connection
with policies subject to this Agreement, unless Connecticut General shall
have received notice in writing of and concurred with the actions taken or
not taken by MNA which led to its liability, in which case Connecticut
General shall pay its share of such liability. For this purpose,
Connecticut General's share shall be proportionate with its risk under the
business reinsured hereunder.
B. The following definitions shall apply:
(1) Punitive damages and Exemplary damages are those damages awarded as a
penalty, the amount of which is not governed nor fixed by statute.
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(2) Statutory penalties are those amounts which are awarded as a penalty
but fixed in amount by statute.
(3) Compensatory damages are those amounts awarded to compensate for the
actual damages sustained and are not awarded as a penalty nor fixed in
amount by statute.
ARTICLE X - LITIGATION
In the event of any action brought against MNA under any Underlying Annuity
Contract that is subject to the terms and conditions of this Agreement, MNA
shall provide a copy of such action and written notice of such action within ten
(10) business days to Connecticut General. If Connecticut General is a party to
action brought against MNA, MNA shall seek agreement by Connecticut General on
the selection and appointment of local counsel to represent MNA in such action.
ARTICLE XI - OFFSET
Either party shall have, and may exercise at any time and from time to time, the
right to offset any balance or amounts whether on account of premiums or on
account of losses or otherwise, due from one party to the other under the terms
of this Agreement. However, in the event of insolvency of MNA subject to the
provisions of Article XVI, offset shall only be allowed in accordance with the
statutes and/or regulations of the state having jurisdiction over the
insolvency.
ARTICLE XII - ACCESS TO RECORDS
MNA and Connecticut General, or its duly authorized representative, shall have
access at any reasonable time during regular business hours, to all records of
the other, including the right to photocopy and retain copies of such documents,
which reasonably pertain in any way to this Agreement. Books and records shall
be maintained in accordance with prudent standards of insurance company record
keeping and must be retained for a period of at least seven (7) years from the
date of creation. Within one hundred and fifty (150) days following the end of
each calendar year, MNA and Connecticut General will provide each office with
copies of their respective audited financial statements.
MNA and Connecticut General may come into the possession or knowledge of
Confidential Information of the other in fulfilling obligations under this
Agreement. Each party agrees to hold such confidential information in the
strictest confidence and to take all reasonable steps to ensure that such
Confidential Information is not disclosed in any form by any means by each of
them or by any of its employees to third parties of any kind, other than
attorneys, accountants, other
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consultants or retrocessionaires having an interest in such information, except
by advance written authorization by an officer of the authorizing party;
provided, however, that either party will be deemed to have satisfied its
obligations as to the Confidential Information by protecting its confidentiality
in the same manner that such party protects its own proprietary or confidential
information of like kind which shall be at least a reasonable manner.
"Confidential Information" means any information which (1) is not generally
available to or known by the public, or (2) has not been lawfully
obtained or developed by either party independently and not in violation of this
Agreement or from any source other than the other party, provided that such
source is not bound by a duty of confidentiality to such other party, and which
consists of:
A. Information or knowledge about each party's products, processes, services,
finances, customers, research, computer programs, marketing and business
plans, claims management practices; and
B. Any medical or other personal, individually identifiable information about
people or business entities with whom the parties do business, including
customers, prospective customers, vendors, suppliers, individuals covered
by insurance plan, and each party's producers and employees.
ARTICLE XIII - DELAYS, ERRORS OR OMISSIONS
------------------------------------------
No accidental delay, errors or omissions on the part of MNA shall relieve
Connecticut General of liability provided immediate notice of such delay, errors
or omissions is provided to Connecticut General and are rectified as soon as
possible after discovery. However, Connecticut General shall not be liable with
respect to any reinsurance which may have been inadvertently included in the
premium computation but which ought not to have been included by reason of the
terms and conditions of this Agreement. Such inadvertent premium payments shall
be returned. Adjustment(s) of premiums payable and claims incurred as a result
of delay, errors or omissions shall be limited to the year in which they are
discovered and the calendar year prior to such discovery.
It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is shown to be unintentional or the result of a
misunderstanding or oversight on the part of either party, both parties shall be
restored to the position they would have occupied had no such error or oversight
occurred, subject always to the correction of the error or oversight.
ARTICLE XIV - CURRENCY
----------------------
All retentions and limits hereunder are expressed in United States dollars and
all premium and loss payments shall be made in United States currency. For the
purposes of this Agreement, amounts
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paid or received by Connecticut General in any other currency shall be
converted into United States dollars at the rates of exchange on the date such
transactions are entered on the books of Connecticut General.
ARTICLE XV - HOLD HARMLESS
--------------------------
A. Connecticut General shall indemnify and hold MNA harmless from any and all
liability, loss, damage, fines, punitive damages, penalties and costs,
including expenses and attorney's fees, which results from any negligence
or willful misconduct of Connecticut General in fulfilling its duties and
obligations under this Agreement or which results from any action which
exceeds its authority under this Agreement.
B. MNA shall indemnify and hold Connecticut General harmless from any and all
liability, loss, damage, fines, punitive damages, penalties and costs,
including expenses and attorney's fees, which results from any negligence
or willful misconduct of MNA in fulfilling its duties and obligations under
this Agreement or which results from any action which exceeds its authority
under this Agreement.
ARTICLE XVI - INSOLVENCY
------------------------
In the event of insolvency of MNA, the reinsurance under this Agreement shall be
payable directly by Connecticut General to MNA or to its liquidator, receiver,
conservator or statutory successor on the basis of Connecticut General's
liability to MNA without diminution because of the insolvency of MNA or because
the liquidator, receiver, conservator or statutory successor of MNA has failed
to pay all or a portion of any claim. It is agreed, however, that the
liquidator, receiver, conservator or statutory successor of MNA shall give
prompt written notice to Connecticut General of the pendency of a claim against
MNA within a reasonable time after such claim is filed in the receivership,
conservation, insolvency or liquidation proceeding and that during the pendency
of such claim, Connecticut General may investigate such claim and interpose, at
its own expense, in the proceeding where such claim is to be adjudicated, any
defense or defenses that it may deem available to MNA or its liquidator,
receiver, conservator or statutory successor. The expense thus incurred by
Connecticut General shall be chargeable, subject to the approval of the Court,
against MNA as part of the expense of conservation or liquidation to the extent
of a pro-rata share of the benefit which may accrue to MNA solely as a result of
the defense undertaken by Connecticut General.
Where two or more reinsurers are involved in the same claim and a majority in
interest elect to interpose defense to such claim, the expense shall be
apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by MNA.
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ARTICLE XVII - ARBITRATION
--------------------------
A. As a condition precedent to any right of action hereunder, any
dispute between the parties with respect to the interpretation of this
Agreement or any right, obligation or liability of either party, whether
such dispute arises before or after termination of this Agreement, shall be
submitted to arbitration upon the written request of either party. Each
party shall select an arbitrator within thirty (30) days of the written
request for arbitration. If either party refuses or neglects to appoint an
arbitrator within thirty (30) days of the written request for arbitration,
the other party may appoint the second arbitrator. The two arbitrators
shall select an umpire within thirty (30) days of the appointment of the
second arbitrator. If the two arbitrators fail to agree on the selection of
the umpire within thirty (30) days of the appointment of the second
arbitrator, each arbitrator shall submit to the other a list of three
umpire candidates, each arbitrator shall select one name from the list
submitted by the other and the umpire shall be selected from the two names
chosen by a lot drawing procedure to be agreed upon by the arbitrators.
B. The arbitrators and the umpire all shall be active or retired,
disinterested executive officers of insurance or reinsurance companies.
C. The arbitration panel shall interpret this Agreement as an honorable
engagement rather than merely as a legal obligation and shall make its
decision considering the custom and practice of the applicable insurance
and reinsurance business. The arbitration panel is released from judicial
formalities and shall not be bound by strict rules of procedure and
evidence.
D. The decision of the arbitration panel shall be final and binding on both
parties. The arbitration panel may, at its discretion, award costs and
expenses as it deems appropriate, including, but not limited to, attorneys'
fees, interest and punitive damages. Judgment may be entered upon the final
decision of the arbitration panel in any court of competent jurisdiction.
E. All meetings and hearings before the arbitration panel shall take place in
Worcester, Massachusetts unless some other place is mutually agreed upon by
both parties or ordered by the panel.
F. In the absence of a decision to the contrary by the arbitration panel, each
party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire and of the
arbitration.
ARTICLE XVIII - DAC TAX REGULATION ELECTION
-------------------------------------------
Connecticut General and MNA hereby agree to make an election pursuant to
Internal Revenue Code Regulation Section 1.848-2(g)(8). This election shall be
effective for all taxable years for which the Reinsurance Agreement remains in
effect.
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The terms used in this article are defined by reference to Regulation Section
1.848-2 promulgated on December 28, 1992.
Connecticut General and MNA agree that the entity with net positive
consideration for the reinsurance agreement for each taxable year will
capitalize specified policy acquisition expenses with respect to the reinsurance
agreement without regard to the general deductions limitation of Section
848(c)(1) of the Internal Revenue Code of 1986, as amended.
Connecticut General and MNA agree to exchange information pertaining to the
amount of net consideration under the reinsurance agreement each year to ensure
consistency. To achieve this, MNA shall provide Connecticut General with a
schedule of its calculation of the net consideration for all reinsurance
agreements in force between them for a taxable year by no later than April 30 of
the succeeding year. Connecticut General shall advise MNA if it disagrees with
the amounts provided by no later than May 31, otherwise the amounts will be
presumed correct and shall be reported by both parties in their respective tax
returns for such tax year. If Connecticut General contests MNA'S calculation of
the net consideration, the Parties agree to act in good faith to resolve any
differences within thirty (30) days of the date Connecticut General submits its
alternative calculation and report the amounts agreed upon in their respective
tax returns for such tax year.
Connecticut General represents and warrants that it is subject to U.S. taxation
under either Subchapter L or Subpart F of Part III of Subchapter N of the
Internal Revenue Code of 1986, as amended.
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ARTICLE XIX EFFECTIVE DATE; TERM AND TERMINATION
------------------------------------------------
A. The effective date of this Agreement is July 1, 1998. This Agreement
remains effective for all annuity contracts subject to this Agreement
written by MNA through June 30, 2001, unless terminated pursuant to the
paragraphs listed below:
B. Either Connecticut General or MNA shall have the option of terminating
this agreement with one hundred and eighty (180) days written notice to
the other party for new business anytime on or after June 30, 2001.
C. Once each calendar year, MNA shall have the option to recapture existing
contracts beginning with the twentieth (20th) anniversary of their
reinsurance hereunder. If MNA elects to recapture, 1/3 of the contracts
can be recaptured in the first year eligible, 1/2 of the remaining
contracts can be recaptured in the second year, and the balance of the
contracts can be recaptured in the third year. Recapture must be made on
an issue year basis beginning with the earliest issue year. Recapture
cannot occur on contracts with later issue years until all contracts with
earlier issue dates have been recaptured.
D. Upon delivery of sixty (60) days written notice to MNA, Connecticut
General shall have the option of terminating this Agreement for new
business within sixty (60) days of the happening of any of the following
events:
(1) MNA's A. M. Best rating is reduced to a "C" or lower.
(2) MNA's parent company is placed upon a "watch list" by its
domiciliary state's insurance regulators;
(3) An order appointing a receiver, conservator or trustee for
management of MNA is entered or a proceeding is commenced for
rehabilitation, liquidation, supervision or conservation of MNA;
(4) MNA is merged, purchased or there is any other material change in
the MNA organization which directly impacts the reinsurance
coverage provided in this Agreement;
(5) The Securities and Exchange Commission revokes the licenses of
MNA to conduct business.
E. Connecticut General shall have the option of terminating this
Agreement for new and existing business should MNA fail to pay premium in
accordance with Article V and VI. If, during the sixty (60) days notice
period, the Reinsurer receives all premiums in arrears and all premiums
which
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may become due within the sixty (60) days notice period, the notice
of termination shall be deemed withdrawn. In the event of termination under
this paragraph, this Agreement may be reinstated upon the written consent
of the Reinsurer if, at any time within sixty (60) days of termination, MNA
pays and the Reinsurer receives all premiums due with interest thereon and
payable up to the date of reinstatement. (Please refer to paragraph K below
for the interest calculation description)
F. Upon delivery of sixty (60) days written notice to Connecticut General,
MNA shall have the option of terminating this Agreement for new business
within sixty (60) days of the happening of any of the following events:
(1) Connecticut General's A. M. Best rating is reduced to a "C" or
lower;
(2) Connecticut General is placed upon a "watch list" by its
domiciliary state's insurance regulators;
(3) An order appointing a receiver, conservator or trustee for
management of Connecticut General is entered or a proceeding is
commenced for rehabilitation, liquidation, supervision or
conservation of Connecticut General;
(4) Connecticut General is merged, purchased or there is any other
material change in Connecticut General's organization which directly
impacts the reinsurance coverage provided in this Agreement;
(5) Failure by Connecticut General to pay reinsurance death benefits in
accordance with Article II. If, during the sixty (60) days notice
period, MNA receives all reinsurance death benefits in arrears, the
notice of termination shall be deemed withdrawn. In the event of
termination under this paragraph, this Agreement may be reinstated
upon the written consent of MNA if, at any time within sixty (60)
days of termination, the Reinsurer pays and MNA receives all
reinsurance death benefits due with interest thereon and payable up
to the date of reinstatement. (Please refer to paragraph K below for
the interest calculation description)
G. If this Agreement is terminated for new and existing business, Connecticut
General shall be relieved of all liability to MNA for claims incurred
following the termination date of this Agreement under such Underlying
Annuity Contracts issued by MNA, and
H. If this Agreement is terminated for new business only, Connecticut General
will remain liable, after termination, in accordance with the terms and
conditions of this Agreement, with respect to all reinsurance effective
prior to termination of the Agreement.
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I. Both parties shall continue to be entitled to all offset credits provided
by Article XI up to the effective date of termination.
J. MNA shall not have the right to assign or transfer any portion of the
rights, duties and obligations of MNA under the terms and conditions of
this Agreement without the written approval of Connecticut General.
K. In the event of reinstatement as described in paragraph E and F above,
there will be an interest charge at the three (3) month LIBOR Rate (as
published in the Wall Street Journal), plus .01, determined on the first
business day following the end of the 60 day notice period. The settlement
is considered overdue at the end of the 60 day notice period and interest
shall commence from the overdue date.
L. Both parties to this Agreement shall provide the other party with written
certification on or before September 1, 1999 that it has met Year 2000
systems readiness standards reasonably acceptable to the other. In the
event one party fails to provide such certification, the other party may,
at its sole discretion, have the right to terminate this Agreement for new
and existing business upon thirty (30) days written notice. In the event of
such termination, Connecticut General shall have no further liability under
this Agreement.
ARTICLE XX - NOTICES
--------------------
All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via facsimile, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, FSA, MAAA
Vice President, Treasurer and CFO
The Manufacturers Life Insurance Company Of North America
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone No. (▇▇▇) ▇▇▇.▇▇▇▇ Fax No. (▇▇▇) ▇▇▇.▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, FSA
Assistant Vice President and Actuary
CIGNA Reinsurance
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone No. ▇▇▇.▇▇▇.▇▇▇▇ Fax No. ▇▇▇.▇▇▇.▇▇▇▇
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY -15-
EFFECTIVE JULY 1, 1998
16
Notice shall be deemed given on the date it is received in the mail or sent via
facsimile in accordance with the foregoing. Any party may change the address to
which to send notices by notifying the other party of such change of address in
writing in accordance with the foregoing.
The text of this Agreement and all Exhibits, Schedules and Amendments are
considered to be the entire contract between the parties. There are no other
understandings or agreements between the parties regarding the policies
reinsured other than as expressed in this Agreement. Either party may make
changes or additions to this Agreement, but they will not be considered to be in
effect unless they are made by means of a written amendment which has been
signed by both parties.
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY -16-
EFFECTIVE JULY 1, 1998
17
In witness whereof, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA
By:
------------------------------------------
Date: , 19
--------------------------------- -------
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By:
------------------------------------------
Date: , 19
--------------------------------- -------
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY -17-
EFFECTIVE JULY 1, 1998
18
SCHEDULE A
----------
Maximum Limits of Reinsurance in Connecticut General
----------------------------------------------------
Connecticut General requires prior notification of any annuity purchase in
excess of $5,000,000.00 per annuitant/owner. Upon receipt of such notification,
Connecticut General then has the obligation to notify MNA within 15 days of its
decision to accept or not accept the reinsurance risk for such an annuity
purchase. Should Connecticut General not respond within 15 days, it shall be
deemed that Connecticut General does not agree to accept such risk. In no event
shall Connecticut General's share of risk exceed $5,000,000 per contract without
prior written approval from Connecticut General.
The purchase amount is the sum of all premium contributions less withdrawals in
the contract. For purchase amounts in excess of the maximum, Connecticut
General's death benefit liability will be reduced by the ratio of purchase
amounts in excess of the maximum to the total purchase amounts.
Guaranteed Minimum Benefits
---------------------------
The GMDB and GIR reinsured hereunder are provided by MNA under the Combination
Fixed and Variable Annuity Contract as described in its prospectus;
V20/21.PRO598, V22/23.PRO598, V20/21.PRO598 (MLAM), and V22/23.PRO598 (MLAM),
including state availability supplements, effective May 1, 1998, as follows:
Guaranteed Minimum Death Benefit (GMDB)
---------------------------------------
Form Venture .001, Venture .003, Venture .005
1. If any contract owner dies and the oldest owner had an attained age of less
than 81 years on the contract date, the death benefit will be determined as
follows:
A. During the first contract year, the death benefit will be the greater
of:
(i) the Contract Value or
(ii)the sum of all purchase payments made, less any amounts for partial
withdrawals.
B. During any subsequent contract year, the death benefit will be the
greater of:
(i) the Contract Value or
(ii)the death benefit on the last day of the previous contract year,
plus any purchase payments made and less any amounts for partial
withdrawals.
2. If any contract owner dies on or after their 81st birthday, the death
benefit will be the greater of:
A. the Contract Value or
B. The death benefit on the last day of the contract year ending just prior
to the owner's 81st birthday, plus any payments made, less amounts
deducted for partial withdrawals.
3. If any contract owner dies and the oldest owner had an attained age of 81
years or greater on
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
19
the contract date, the death benefit will be the greater of:
A. The Contract Value or
B. The excess of
(i) the sum of all purchase payments over
(ii)the sum of any amounts deducted for partial withdrawals.
Guaranteed Income Rider
-----------------------
The Guaranteed Income Rider reinsured hereunder must be exercised within 30 days
immediately following an election date. Election of the Rider is irrevocable and
may only be terminated as provided in the Rider. An election date is the seventh
or later contract anniversary following the date the income benefit is elected
or, in the case of a step-up of the Income Base, the seventh or later contract
anniversary following the step-up date. The Income Benefit must be exercised by
the later of (a) the contract anniversary immediately prior to the annuitant's
85th birthday or (b) the tenth contract.
Upon exercise of the Income Benefit option:
A. The Income Benefit for annuitants with issue ages below age 76 is based on
the Income Base, which is the aggregate net purchase payments applied to
the contract, accumulated at six percent (6%) interest, minus adjustments
for partial withdrawals.
B. The Income Benefit for annuitants with issue ages 76 to 85 is based on the
Income Base, which is the aggregate net purchase payments applied to the
contract, accumulated at four percent (4%) interest, minus adjustments for
partial withdrawals.
C. Upon exercise of the Step Up feature, the Income Base is the Contract Value
as of the Step Up date plus any subsequent payments accumulated at the rate
specified in (A) or (B) above, minus adjustments for partial withdrawals
subsequent to the Step Up date.
D. The Income Benefit is determined by applying the Income Base to the Monthly
Income Factors to purchase a guaranteed lifetime income under the following
Options:
1. Life Annuity with a 10-year period certain as described in the
Rider.
2. Joint and Survivor with 20-year period certain as described in
the Rider. The guaranteed annuity purchase rates are calculated
using a 3% interest rate and mortality based on 1983 Table "a"
projected at Scale G for 35 years.
E. The cost of providing the Income Benefit is the present value of the Income
Benefit using an interest rate equal to 50 bps over the then current 7 year
Treasury and mortality rates equal to the 1983 IAM Table "a," projection
scale G to year of annuitization. A load of 85 bps applies, for a net
interest rate of 7 year treasuries minus 35 bps. A minimum treasury of 3%
applies
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF AMERICA
VENTURE SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
20
SCHEDULE B
----------
Contracts and Funds Subject to this Reinsurance Agreement
---------------------------------------------------------
Form
Number* Policy Description Date
------- ------------------ ----
Venture .001 Combination Fixed 7/1/98
Venture .003 and Variable Annuity GMDB
Venture .005
BR.001.98 Guarantee Income Rider 5/1/98
G-BR.001.98
* Includes all state variations of Venture 20, 21, 22, 23, 25, 26, 27 and MRP
20, 21, 22, 23, 25, 26, 27
Fund/Portfolio Description
--------------------------
Pacific Rim Emerging Markets Trust Balanced Trust
Science & Technology Trust Aggressive Asset Allocation Trust
International Small Cap Trust High Yield Trust
Emerging Growth Trust Moderate Asset Allocation Trust
Pilgrim ▇▇▇▇▇▇ Growth Trust Conservative Asset Allocation Trust
Small/Mid Cap Trust Strategic Bond Trust
International Stock Trust Global Government Bond Trust
Worldwide Growth Trust Capital Growth Bond Trust
Global Equity Trust Investment Quality Bond Trust
Small Company Value U.S. Government Securities Trust
Growth Trust Money Market Trust
Equity Trust Lifestyle Aggressive 1000 Trust
Quantitative Equity Trust Lifestyle Growth 820 Trust
Blue Chip Growth Trust Lifestyle Balanced 640 Trust
Real Estate Securities Trust Lifestyle Moderate 460 Trust
Value Trust Lifestyle Conservative 280 Trust
International Growth and Income Special Value Trust
Growth and Income Trust Basic Value Trust
Equity-Income Trust Developing Markets Trust
Guaranteed Funds
----------------
One Year
Three Year
Five Year
Seven Year
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF AMERICA
VENTURE SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
21
SCHEDULE C
----------
Limits and Rules of MNA
-----------------------
1) MNA will determine the Guaranteed Minimum Benefit for each deceased
within seven (7) working days of receipt of due proof of death and all
required claim forms.
2) The maximum purchase payment without company approval is $1,000,000.
3) The minimum initial purchase payment is $5,000 for Non-Qualified
Contracts and $2,000 for Qualified Contracts.
4) The maximum issue age is 85.
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF AMERICA
VENTURE SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
22
SCHEDULE D
----------
Reinsurance Premiums
--------------------
1. The reinsurance premiums shall be based on the owner's age at the end of
each quarter. MNA shall determine the owner's age at the time it prepares
the quarterly exposure data submission for the variable annuity guaranteed
death benefit, as set forth in Schedules E, attached hereto.
2. For the GMDB, the Adjusted Aggregate Contract Value is the sum of the
contract values in all of MNA'S variable annuities subject to this
Agreement, minus contract values attributable to amounts in excess of the
maximum purchase amounts listed in Schedule A. The Adjusted Aggregate
Contract Value will be determined separately for contracts with the GIR and
contracts without the GIR.
3. The amount at risk each quarter will be calculated as the reinsurance
benefit for each variable annuity contract covered under this agreement.
For determining the amount at risk, the guaranteed minimum death benefit
and the contract value are calculated as the average of the values at the
end of the current quarter and the end of the prior quarter. The amount at
risk cannot fall below zero
4. For funds identified as guaranteed in Schedule B, there will be no minimum
premium regardless of attained age.
5. The actual death benefit exposure for Owners will be calculated. A table of
quarterly reinsurance rates will be applied to the exposure to determine
the reinsurance premium. The actual quarterly premium is then subject to a
minimum or maximum determined as basis points of Contract Value. Fund based
charges, expressed as an annual rate are as follows:
------------------------------------- -------------------------------------------------------------------------
Reinsurance
Coverage Issue Age Less than 81, with an Attained Ages 0-69.
------------------------------------- -------------------------------------------------------------------------
Minimum Minimum Maximum Maximum
Annual Quarterly Annual Quarterly
------------------------------------- ----------------- ---------------- ----------------- --------------------
July 1, 1998 to June 30, 1999 3.4 bps .000085 10.8 bps .000270
------------------------------------- ----------------- ---------------- ----------------- --------------------
July 1, 1999 to June 30, 2000 4.2 bps .000105 10.8 bps .000270
------------------------------------- ----------------- ---------------- ----------------- --------------------
On and after July 1, 2000 4.8 bps .000120 10.8 bps .000270
------------------------------------- ----------------- ---------------- ----------------- --------------------
------------------------------------- -------------------------------------------------------------------------
Reinsurance
Coverage Issue age Less than 81, with an Attained Ages 70+
------------------------------------- -------------------------------------------------------------------------
Minimum Minimum Maximum Maximum
Annual Quarterly Annual Quarterly
------------------------------------- ----------------- ---------------- ------------------ -------------------
July 1, 1998 to June 30, 1999 12.4 bps .000310 25.0 bps .000625
------------------------------------- ----------------- ---------------- ------------------ -------------------
July 1, 1999 to June 30, 2000 13.4 bps .000335 25.0 bps .000625
------------------------------------- ----------------- ---------------- ------------------ -------------------
On and after July 1, 2000 14.4 bps .000360 25.0 bps .000625
------------------------------------- ----------------- ---------------- ------------------ -------------------
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THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES - VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
23
SCHEDULE D - Continued
----------------------
------------------------------------- -------------------------------------------------------------------------
Reinsurance
Coverage Issue age Greater than 80
------------------------------------- -------------------------------------------------------------------------
Minimum Minimum Maximum Maximum
Annual Quarterly Annual Quarterly
------------------------------------- ----------------- ------------------- ------------------- ---------------
On and after July 1, 1998 8.0 bps .000200 24.0 bps .000600
------------------------------------- ----------------- ------------------- ------------------- ---------------
5. For the GIR, the Average Aggregate Income Value is the sum of the Income
Bases in all of MNA'S annuities with the GIR subject to this Agreement,
minus Income Bases attributable to amounts in excess of the maximum
purchase amounts listed in Schedule A.
6. The premium rate for the GIR shall be equal to an annual rate of 17 bps of
Average Aggregate Income Value, plus 6% of reserves attributable to the
GIR, which shall not exceed an additional 2 bps of Average Aggregate Income
Value from July 1, 1998 to June 30, 1999; 4 bps of Income Base from July 1,
1999 to June 30, 2000; and six bps of Income Base on or after July 1, 2000,
held at the end of each calendar quarter.
Quarterly Reinsurance Premium Rates for the GMDB
------------------------------------------------
Exposure Based - Per $1,000 Exposed
Ages Unisex
-----------
<35 $ 0.19
35-39 0.25
40-44 0.37
45-49 0.63
50-54 1.15
55-59 2.02
60-64 3.21
65-69 5.52
70-74 9.54
75-79 15.40
80-84 25.20
85-89 38.20
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THE MANUFACTURES LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
24
SCHEDULE E
----------
Quarterly Reporting Format
1. Following the end of each calendar quarter, the Quarterly Transaction
Summary (Schedules E-1), the Quarterly Input Page, Fund/Exposure-Based
exhibit (Schedule E-2) and the Quarterly Seriatim Information (Schedule
E-3) or exhibits of similar form must be prepared for each Qualified
plan and Non-Qualified plan separately.
2. The tabulation should be on an Adjusted Basis, which requires omission
of excess contract values due to an issue amount in excess of $5
million.
3. Tabulations shall be on a seriatim basis, to be shared via data file
mutually agreed to by the parties, with each contract contributing
toward the totals for both exposure and aggregate contract value.
4. The tabulation is necessary to assess the correct amount at risk for
accurate calculation of reinsurance premium. MNA can choose to report
values a) as weighted averages during the quarter, or b) as of the end
of the quarter. This election must be denoted on the submission.
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THE MANUFACTURERS LIFE INSURANCE
COMPANY OF NORTH AMERICA
VENTURE 20 SERIES-VARIABLE ANNUITY
EFFECTIVE JULY 1, 1998
