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ASSUMPTION REINSURANCE AGREEMENT
This Agreement is made on August 15, 1996 by and between Fidelity Standard Life
Insurance Company, a life insurance company domiciled in the State of Delaware
("FSLIC") and Security First Life Insurance Company, a life insurance company
domiciled in the State of Delaware ("SFLIC").
Recitals
a. FSLIC is a wholly owned subsidiary of SFLIC
b. Pursuant to the terms of the Reinsurance Agreement, dated December 31, 1987 ,
as amended (the "Reinsurance Agreement"), SFLIC coinsures on a quota share basis
the individual and group fixed annuity business issued by FSLIC after January
1,1986.
c. SFLIC desires to reinsure, on an assumption reinsurance basis, the individual
and group fixed and variable annuity contracts issued by FSLIC, including any
supplementary contracts resulting from such annuity contracts, that are
described in Exhibit A to this Agreement (the "Contracts"), the fixed annuity
portions of which are subject to the Reinsurance Agreement.
d. Concurrently with the execution of this Agreement, the parties have entered
into a Fifth Amendment to the Reinsurance Agreement (the "Recapture Agreement"),
the form of which is attached to this Agreement as Exhibit B, under which FSLIC
recaptures coinsurance of liabilities ceded under such Reinsurance Agreement.
e. The fixed and variable annuity business of FSLIC to be assumed under the
terms of this Agreement and the fixed annuity business to be recaptured under
the terms of the Recapture Agreement are administered by Security First Group,
Inc. ("SFG"), the parent of SFLIC, in accordance with the Management Agreement,
dated January 2, 1985, as amended, and the Administrative Services Agreement,
dated January 1, 1985, as amended (collectively, the "Administrative
Agreements") and are subject to the payment of commissions to SFG under the
terms of a Marketing Agreement dated January 1, 1985, as amended (the "Marketing
Agreement").
In consideration of mutual covenants and promises, and upon the terms and
conditions set forth in this Agreement, the parties agree as follows:
1. Assumption Reinsurance. As of the Effective Date (as defined in Section
2),and subject to the terms and condition of this Agreement and the occurrence
of the Closing (as defined in Section 3), FSLIC hereby cedes, assigns and
transfers to SFLIC, and SFLIC hereby accepts and assumes, FSLIC's risks,
liabilities and obligations under, rights to, interests in and benefits to be
derived from the Contracts that are in force as of the Effective Date, with the
same force and effect and to the same extent as if
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SFLIC had itself issued the Contracts. From and after the Effective Date, FSLIC
will have no further risks, liabilities or obligations of any kind to any owner,
certificateholder, annuitant or beneficiary of the Contracts or to any other
person or entity under or with respect to any of the Contracts, and SFLIC will
indemnify and hold FSLIC harmless from and against any and all losses,
liabilities, damages, costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by FSLIC as a result of or relating to any
claim arising under or with respect to any Contract at any time from and after
the Effective Date. FSLIC will indemnify and hold SFLIC harmless from and
against any and all losses, liabilities, damages, costs and expenses (including,
without limitation, reasonable attorneys' fees) incurred by SFLIC as a result of
or relating to any claim arising under or with respect to any Contract at any
time on or before the Effective Date (excluding any claims against SFLIC arising
under the Reinsurance Agreement). Notwithstanding anything in this Agreement to
the contrary, the parties agree that this Agreement does not alter, modify,
change or terminate the liabilities, if any, of the parties for insurance
guaranty association assessments under the Reinsurance Agreement.
2. Effective Date. Upon the Closing, the assumption reinsurance provided herein
shall be deemed to have become effective at 11:59 p.m. Pacific Time on October
31, 1996, (the "Effective Date"), even though the approvals required as
conditions to the Closing shall have been obtained subsequent to the Effective
Date and even though the Closing shall occur on a date subsequent to the
Effective Date. It is understood and agreed that if the Closing does not occur,
SFLIC shall have no liability with respect to the Contracts pursuant to this
Agreement.
3. Closing. The closing of the transactions contemplated in this Agreement
(herein referred to as the "Closing" and the date of the Closing being referred
to as the "Closing Date") shall occur at 10:00 a.m. Pacific Time on the later of
November 1, 1996 or the second business day after satisfaction of the conditions
to the Closing set forth in Section 10 of this Agreement or such other date and
time as is mutually agreed to by the parties. The Closing shall take place in
the Home Office of FSLIC at 00000 X. Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX, or at
such other location as shall be mutually agreed upon by the parties.
4. Premiums and Expenses. At the Closing, FSLIC shall pay to SFLIC a good faith
estimate of all premiums, purchase payments, fees, loan repayments, commission
chargebacks, and other considerations FSLIC received after the Effective Date
under or with respect to the Contracts, plus interest on such amounts from the
dates of receipt by FSLIC to the Closing Date at the effective rate of 6.00%%
per annum (the "Interest Rate"), and SFLIC shall pay to FSLIC a good faith
estimate of all amounts paid by FSLIC after the Effective Date for benefits,
expenses, loans, commissions, and other required amounts payable under or with
respect to the Contracts, plus interest from the dates of payment to the Closing
Date at the Interest Rate. Not later than thirty (30) days after the Closing,
the parties shall mutually determine the actual amounts due between them
pursuant to this Section 4, which amounts shall be netted and the net
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amount shall be paid to the appropriate party together with interest on the net
amount at the Interest Rate from the dates of receipt or payout to the date of
payment. In the event the parties are unable to agree upon the amounts due
hereunder, they agreed to be bound by the determination of such amounts by Ernst
& Young or such other person as the parties shall mutually agree (the cost of
which shall be shared equally by the parties).
5. Non-Assumed Business. To the extent that any Contract cannot be assumption
reinsured by SFLIC as a result of the rejection or failure to consent, where
required, to the assumption reinsurance by the owner or certificateholder of the
Contract or the rejection or failure to approve the assumption reinsurance of
the Contract by any state insurance regulatory agency, said Contract shall be
excluded from the assumption reinsurance transaction provided in Section 1
hereof and liability for the Contract shall remain with FSLIC as though the
Contract had never been the subject of this Agreement (the "Non-Assumed
Business"). FSLIC will coinsure to SFLIC and SFLIC will accept 100% of the
liability retained by FSLIC for the Non-Assumed Business in accordance with a
Coinsurance Agreement to be executed by the parties concurrently with this
Agreement. The amount of reserves for Non-Assumed Business that will have been
transferred to SFLIC by FSLIC at the Closing as a part of the assumption
reinsurance transaction shall be retained by SFLIC in accordance with the
Coinsurance Agreement and adjusted as provided in Section 6e.
6. Transfer of Assets.
a. Fixed Annuities. At the Closing FSLIC shall transfer to SFLIC cash,
securities and policy loan balances of the types and in the amounts described in
Exhibit C which have an aggregate statutory book value at the Effective Date
equal to the statutory reserves maintained by FSLIC in its general account on
the fixed and variable annuity portions of the Contracts as of the Effective
Date. In addition, FSLIC shall pay to SFLIC interest accrued on such assets from
the Effective Date to the Closing Date.
b. Separate Account Assets. At the Closing FSLIC shall transfer and deliver
to the Security First Life Separate Account A all of the assets contained in the
Fidelity Standard Life Separate Account that fund the liabilities attributable
to the variable annuity accounts under the Contracts.
c. Transfer of Payments. Transfers in cash shall be made by wire transfer
of federal funds to accounts designated by SFLIC. Transfers of securities shall
be accompanied by such assignments, consents, waivers or other instruments, in
form and substance satisfactory to the receiving party, as is deemed necessary
or desirable by SFLIC to carry out the transfers of securities pursuant to this
Agreement.
d. Computing Statutory Reserves. For purposes of computing statutory
reserves for the Contracts on the Effective Date, the parties agree to use
FSLIC's valuation as reflected on its statutory books of account, provided
however that to the extent that
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resolution of any suspense items that are outstanding on such books of account
at the Effective Date results in a change in the valuation of statutory
reserves, the parties agree to promptly adjust the amounts paid at the Closing
pursuant to Section 6a, and that the amount of such adjustment, if any, shall be
immediately paid in cash together with interest from the Effective Date to the
date of payment at the Interest Rate. The parties agree to use their best
efforts to complete the reconciliation of suspense items in the FSLIC books of
account as soon as reasonably possible.
7. Assumption Certificate. As soon as possible after the Closing Date, and in
any event within the time prescribed by applicable insurance laws, SFLIC shall
mail to the last known address of each owner and certificateholder of the
Contracts an Assumption Certificate in a form substantially similar to the form
attached hereto as Exhibit D, or in such other form as may be required by the
insurance regulatory agency of the state in which the owner or certificateholder
resides. The preparation and mailing of such Assumption Certificates, as well as
any required filing and approval of the same, shall be done by SFLIC at its
expense.
8. Representations and Warranties.
a. FSLIC. FSLIC represents and warrants to SFLIC as follows:
(1) FSLIC is a validly existing corporation in good standing
under the laws of Delaware.
(2) FSLIC has all necessary power and authority to enter into
this Agreement and, subject to compliance with applicable regulatory
requirements at the Closing, shall have all necessary power and
authority to perform its obligations hereunder. The execution,
delivery and performance of this Agreement by FSLIC have been duly
authorized by all necessary corporate actions on the part of FSLIC,
and this Agreement is a legal, valid and binding agreement of FSLIC.
(3) No consent, approval or authorization of (or filing or
registration with) any governmental or regulatory authority, whether
federal, state, local or other, or any third party is required in
connection with the execution, delivery, or performance by FSLIC of
this Agreement, except for any approval of this Agreement or any of
the transactions provided for herein by insurance regulatory agencies
in the states of Delaware and California, by the Securities and
Exchange Commission, and by other state insurance regulatory agencies
with respect to the assumption of the Contracts to the extent
required.
(4) None of the Contracts is subject to any reinsurance or
coinsurance contracts or otherwise except with SFLIC.
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(5) The reserves on the Effective Date respecting the Contracts
are determined in accordance with required or permitted statutory
insurance accounting requirements and practices and are calculated on
the same basis used for the determination of statutory reserves of
FSLIC at December 31, 1995.
(6) Each of the Contracts has been properly approved by the
appropriate regulatory authorities and is in compliance with
applicable laws and regulations.
(7) FSLIC has full rights to transfer the Contracts in accordance
with Section 1 hereof to SFLIC.
(8) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not and will
not contravene, constitute a default under or conflict with any
provision of applicable law or regulation or any charter, bylaw or
preferred stock provision of FSLIC or any affiliate thereof or result
in the creation or imposition of any lien, charge or encumbrance on
any asset of FSLIC or any affiliate thereof.
(9) No mortgage, lien, agreement, contract or other instrument,
or order, judgment or decree, to which FSLIC or any affiliate thereof
is bound will be breached or violated or will terminate or be subject
to termination, and no obligation of FSLIC or any of its affiliates
under any such mortgage, lien, agreement, contract or other
instrument, or order, judgment or decree will be accelerated or be
subject to acceleration, due to the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
b. SFLIC. SFLIC represents and warrants to FSLIC as follows:
(1) SFLIC is a validly existing corporation in good standing
under the laws of Delaware.
(2) SFLIC has all necessary power and authority to enter into
this Agreement and, subject to compliance with applicable regulatory
requirements, SFLIC has full power and authority to perform its
obligations hereunder and to consummate the Agreement. The execution,
delivery and performance of this Agreement by SFLIC has been duly
authorized by all necessary corporate action on the part of SFLIC, and
the Agreement is legal, valid and binding upon SFLIC.
(3) No consent, approval or authorization of (or filing or
registration with) any governmental or regulatory authority, whether
federal, state, local or other, or of any third party is required in
connection with the execution,
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delivery, or performance by SFLIC of this Agreement , except for any
approval of this Agreement or any of the transactions provided for
herein by the insurance regulatory agencies in the states of
California and Delaware, by the Securities and Exchange Commission,
and by other state insurance regulatory agencies with respect to the
assumption of the Contracts to the extent required.
9. Covenants and Agreements.
a. FSLIC covenants and agrees as follows:
(1) SFG will continue to provide the administration of the
Contracts in accordance with the Administrative Agreements and the
marketing services in accordance with the Marketing Agreement for the
period from the Effective Date to the Closing Date, and FSLIC will not
take any action with respect to the Contracts except in the ordinary
course of business. FSLIC will not amend the terms of the Contracts or
take any action that will adversely affect the value of the Contracts
without the prior written consent of SFLIC.
(2) FSLIC shall, as soon as possible after the Closing Date, turn
over to SFLIC all records, computer records and data, correspondence,
papers, and documents relating to the Contracts, including records of
Fidelity Standard Life Separate Account that form the basis of the
reports required by the Securities Act of 1933 and the Investment
Company Act of 1940, as amended. Prior to the time such books and
records are turned over to SFLIC, all of the books and records of
FSLIC relating to the Contracts shall be subject to the inspection of
SFLIC at any and all reasonable times.
(3) FSLIC will cooperate fully with SFLIC to effect an orderly
transfer to SFLIC of the Contracts and related records.
b. SFLIC covenants and agrees as follows:
(1) FSLIC shall have reasonable access to the books and records
of SFLIC respecting the Contracts after the Closing Date in order to
respond to claims and meet regulatory requirements.
(2) Effective as of the Effective Date SFLIC agrees to assume and
be bound by the terms and conditions of the Administrative Agreements
and the Marketing Agreement as they apply to the Contracts, and SFLIC
shall indemnify FSLIC and hold it harmless from any liability, claim,
cost or expense in connection with such agreements as they apply to
the Contracts.
(3) In order to meet FSLIC investment commitments to
contractholders, Reinsurer agrees that upon the Closing it will invest
or continue current
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investments in its investment portfolio in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities
in an amount equal to the statutory reserves required to be maintained
with respect to each Contract for the period of any interest rate
guarantee on such Contract that is in effect through December 31, 1996
and that is in excess of the required minimum interest rate guarantee.
c. Mutual Covenants. FSLIC and SFLIC shall promptly prepare, file and
prosecute diligently any application (and related documents) required to be
filed by each such party with the applicable regulatory authorities in
connection with this Agreement. SFLIC and FSLIC shall use their best efforts to
cooperate with and assist each other in the preparation and filing of such
applications and the diligent prosecution thereof.
10. Conditions to Closing.
a. Mutual Conditions.
(1) The obligations of FSLIC and SFLIC to consummate this
Agreement are subject to the fulfillment, prior to or on the Closing
Date, of the condition that all consents, approvals or authorizations
of (or filings or registrations with) any governmental or federal or
state regulatory authority required in connection with the execution,
delivery or performance of this Agreement shall have been obtained.
(2) The Recapture Agreement is closed concurrently with the
Closing of this Agreement.
b. Conditions to FSLIC's Performance. The obligation of FSLIC to consummate
the transactions contemplated by this Agreement is subject to the fulfillment,
prior to or on the Closing Date, of each of the following conditions:
(1) The representations and warranties of SFLIC contained in this
Agreement shall be true and correct in all material respects at the
Closing Date with the same force and effect as if made at and as of
the Closing Date. SFLIC shall have performed or complied in all
material respects with all agreements and covenants required by this
Agreement to be performed by it at or prior to the Closing Date.
(2) No order or injunction of any court or governmental agency of
competent jurisdiction shall be in effect that prohibits the
consummation of this Agreement. There shall not be instituted or
pending any action or proceeding by or before any court or
governmental agency or other regulatory or administrative agency or
commission of competent jurisdiction, or by any other person,
challenging this Agreement, that seeks to restrain,
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prevent or change this Agreement, questions the validity of this
Agreement or seeks damages in connection with this Agreement.
c. Conditions to SFLIC's Performance. The obligation of SFLIC to consummate
this Agreement is subject to the fulfillment, prior to or on the Closing Date,
of each of the following conditions:
(1) The representations and warranties of FSLIC contained in this
Agreement shall be true and correct in all material respects at the
Closing Date, with the same force and effect as if made at and as of
the Closing Date. FSLIC shall have performed or complied in all
material respects with all agreements and covenants required by this
Agreement to be performed by it at or prior to the Closing Date.
(2) No order or injunction of any court or governmental agency of
competent jurisdiction shall be in effect that prohibits the
consummation of the transactions contemplated by this Agreement. There
shall not be instituted or pending any action or proceeding by or
before any court or governmental agency or other regulatory or
administrative agency or commission of competent jurisdiction, or by
any other person, challenging this Agreement, that seeks to restrain,
prevent or change this Agreement, questions the validity of this
Agreement or seeks damages in connection with this Agreement.
(3) FSLIC shall not have caused any of the Contracts to be
reinsured by any other party and shall not have caused any of the
Contracts to become subject to any reinsurance treaties other than
described in Section 8a(4).
11. Termination.
a. Events of Termination. At any time prior to the Closing this Agreement
may be terminated and abandoned:
(1) By mutual agreement of FSLIC and SFLIC.
(2) By either FSLIC or SFLIC on written notice if the Closing
hereunder would violate any non-appealable final injunction, order,
judgment or decree of any court, tribunal or governmental agency or
authority.
(3) By SFLIC or FSLIC on written notice if the Closing has not
occurred on or before March 31, 1997.
(4) By SFLIC or FSLIC on written notice if the other party, or
any of its assets, is placed in conservatorship, receivership,
rehabilitation or
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liquidation by the insurance regulatory agency of its state of
domicile or the insurance regulatory agency of any other state or the
District of Columbia.
b. Effect of Termination. In the event of the termination of this
Agreement, the Agreement shall become void and have no effect, without any
liability or further obligation on the part of SFLIC or FSLIC (or any of their
directors, officers or employees), except that nothing herein shall relieve
either SFLIC or FSLIC of liability for any breach of this Agreement.
12. Survival of Representations; Indemnification.
a. Survival of Representations. All representations, warranties, covenants
and agreements included or provided for herein shall survive the Closing and
shall be effective for a period of 36 months thereafter regardless of any
investigation that may have been or may be made at any time by or on behalf of
the party to whom such representations, warranties, covenants and agreements are
made.
b. Indemnification. Each party to this Agreement (the "Indemnifying Party")
agrees to indemnify and hold harmless the other party to this Agreement and its
successors and assigns (the "Indemnified Party"), against and in respect of:
(1) Any and all losses, damages, liabilities or obligations
incurred by such Indemnified Party resulting from or arising out of
any material misrepresentation, breach of warranty or nonfulfillment
of any covenant or agreement (including any damages as a consequences
of any lawsuits investigations in connection therewith) on the part of
such Indemnifying Party under this Agreement; and
(2) Any and all reasonable costs and expenses including
reasonable attorneys' fees and expenses, as incurred by such
Indemnified Party, incident to subsection b(1) above.
c. In the event of any claim or demand against an Indemnified Party, the
Indemnifying Party shall, upon written request of the Indemnified Party, defend
at its expense any actions or proceedings brought against the Indemnified Party,
and if the Indemnifying Party neglects to defend the Indemnified Party, a
recovery against the latter suffered by it in good faith shall be conclusive in
its favor against the Indemnifying Party.
d. The indemnification contained in subsection 12(b) above shall be
effective only with respect to written claims of indemnification which are
delivered to an Indemnifying Party by an Indemnified Party within 36 months
following the Closing Date.
13. Miscellaneous.
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a. Brokerage Fees. FSLIC represents and warrants no broker or finder or
other person is entitled to any brokerage or finder's fee or other commission
based on agreements or undertakings made by FSLIC or any subsidiary or affiliate
of FSLIC in connection with this Agreement or the transactions contemplated
hereby. SFLIC represents and warrants that no broker or finder is entitled to
any brokerage or finder's fee or other commission based on agreements or
undertakings made by SFLIC or any affiliate of SFLIC in connection with this
Agreement or the transactions contemplated hereby.
b. Waivers. Either party hereto may, at its option, waive any or all of the
conditions herein contained to which its obligations hereunder are subject,
which may be lawfully waived. To be effective, any such waiver must be in
writing and signed by the party sought to be charged.
c. Notices. Any notices or other communications hereunder shall be in
writing and shall be deemed given (1) on the date of delivery if delivered by
hand or FAX, or (2) if mailed by registered or certified mail, postage prepaid
with return receipt requested, five (5) days after mailing, addressed:
1. In the case of FSLIC;
Fidelity Standard Life Insurance Company
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
President
FAX Number: 000-000-0000
2. In the case of SFLIC;
Security First Life Insurance Company
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
President
FAX Number: 000-000-0000
or such other address as shall be furnished in writing by either party to the
other prior to the giving of the applicable notice or communication.
d. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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e. Entire Agreement. This Agreement, including the Exhibits hereto,
contains the entire agreement between the parties hereto and supersedes any
prior agreements or understandings between the parties. This Agreement may be
amended by a written instrument duly executed by each party hereto.
f. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
g. Costs. Except as otherwise provided herein, all costs and expenses
incurred in connection with this Agreement shall be paid by whichever of SFLIC
and FSLIC incurs the same.
h. Diligence. Each party hereto shall perform its covenants and agreements
promptly and diligently, and shall not take any action that might adversely
affect its ability to consummate this Agreement, shall use its best efforts to
cause the conditions precedent to its obligations hereunder over which it has
control to be fulfilled, and shall execute and deliver such documents,
certificates, agreements and other writings and take such other actions as may
be necessary or desirable in order to expeditiously consummate this Agreement.
i. Transactions after Closing. After the Closing FSLIC and SFLIC agree to
take such actions and file such documents necessary to carry these agreements
into effect, including without limitation the immediate transfer to SFLIC of any
premiums, purchase payments, fees, loan payments, commission chargebacks, and
other considerations received by FSLIC with respect to the Contracts after the
Closing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Fidelity Standard Life Insurance Company
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Senior Vice President
Security First Life Insurance Company
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Executive Vice President
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EXHIBIT A- ANNUITY BUSINESS TO BE ASSUMED-
ASSUMPTION REINSURANCE RECITAL (C)
The following individual and group fixed and variable annuity policy forms are
being assumed by SFLIC as indicated in Recital (c) of the Assumption Reinsurance
Agreement:
FD- 113
FD- 114
FD- 213
FSLIC- 219
FD- 222
FD- 224
FD- 225
FD- 241
In addition the annuities being assumed will include all supplementary contracts
issued to the contractholders, certificate holders or beneficiaries of these
policies or contracts.
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EXHIBIT B
FIFTH AMENDMENT
(RECAPTURE AGREEMENT)
THIS Amendment made by and between SECURITY FIRST LIFE INSURANCE COMPANY
("SFLIC"), a life insurance company domiciled in the State of Delaware, and
FIDELITY STANDARD LIFE INSURANCE COMPANY ("FSLIC"),a life insurance company
domiciled in the State of Delaware.
Recitals
a. SFLIC and FSLIC entered into a Reinsurance Agreement ("Coinsurance
Agreement") effective November 30, 1987, as amended, on which annuity
considerations received after January 1, 1986 (the "Business"), are subject to
coinsurance provisions of such agreement.
b. In accordance with the Coinsurance Agreement SFLIC is currently coinsuring
40% of the Business.
c. FSLIC desires to assume all liabilities for the Business, and SFLIC desires
to permit FSLIC to assume such liabilities.
d. FSLIC desires to simultaneously cede 100% of such business back to SFLIC on
an assumption reinsurance basis in accordance with an Assumption Reinsurance
Agreement to be executed concurrently with this Agreement.
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Agreement
In consideration of the mutual covenants and promises, and upon the terms and
conditions set forth in this Agreement, the parties agree as follows:
1. Effective on the Effective Date FSLIC shall recapture the portion of all
liabilities in the Business coinsured by SFLIC under the Coinsurance Agreement.
FSLIC agrees to assume all liabilities and obligations of SFLIC to FSLIC with
respect to the portion of the Business recaptured, and SFLIC shall have no
further liabilities or obligations of any kind to the policyholders or FSLIC
with respect to the Business.
2. SFLIC and FSLIC agree to cooperate in accelerating all reports and other
administrative functions necessary to eliminate any accruals resulting from
transactions prior to the Effective Date as set forth in Section 6 below.
3. On the Effective Date SFLIC agrees to release and transfer to FSLIC its share
of the Funds Withheld Account established by FSLIC under the Coinsurance
Agreement, which is equal to the total statutory reserves of the portion of the
Business ceded to FSLIC as of such Effective Date (the "Statutory Reserves").
4. SFLIC and FSLIC agree that after all transfers set forth herein have been
completed, the Coinsurance Agreement shall be terminated as of the Effective
Date set forth below.
5. SFLIC shall be responsible for the payment of all claims and other amounts
due under the Coinsurance Agreement prior to the Effective Date of this
Agreement, except for payment of any claims and other amounts due under the
Coinsurance Agreement on
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contracts where the allocated portion of the Statutory Reserves was transferred
to FSLIC under this Agreement.
6. The Effective Date of this Agreement shall be the Effective Date of the
Assumption Reinsurance Agreement between the parties, dated concurrently with
this Agreement.
SECURITY FIRST LIFE INSURANCE COMPANY
By:
----------------------------------------
Its: Executive Vice President & Chief Actuary
----------------------------------------
FIDELITY STANDARD LIFE INSURANCE COMPANY
By:
----------------------------------------
Its: Senior Vice President & General Counsel
----------------------------------------
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EXHIBIT C- TRANSFER OF ASSETS- ASSUMPTION REINSURANCE SECTION 6A
The amount of assets to be transferred in accordance with Section 6a with
respect to the fixed annuity liabilities being assumed will be equal to the
fixed annuity statutory reserves on the Contracts. For purposes of selecting
assets to be transferred, FSLIC may transfer all policy loan balances, plus any
securities of the type as shown in Schedule D, Part 1, of the Annual Statement
of FSLIC as filed with Delaware for December 31, 1995, other than those on
deposit with state insurance departments. If such policy loan balances plus the
market value as of the date of transfer of all such securities (including
accrued interest) are less than the fixed annuity statutory reserves as of the
date of transfer, then FSLIC shall transfer an amount of cash equal to the
deficit. Also, cash may be used in lieu of transferring less than the entire
holdings of a particular security.
The owner of record of such securities shall be changed by FSLIC to SFLIC on the
Closing Date or such later date as mutually agreed. All payments of principal
and interest due and payable after the Closing Date will be paid to SFLIC by
FSLIC if received by FSLIC.
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Exhibit D
ASSUMPTION CERTIFICATE
Security First Life Insurance Company
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
"Address"
1. Security First Life Insurance Company certifies that it has assumed
responsibility for all of the liabilities of the Annuity originally issued to
you by Fidelity Standard Life Insurance Company.
2. This assumption is effective as of _________________.
3. If you have previously used a portion of your annuity value to provide
annuity income payments under an annuity option, Security First Life Insurance
Company will make such payments until all payments due under the option are
complete.
4. You should now send all correspondence about your Annuity to Security First
Life at the address shown above.
5. Except as amended by this Assumption Certificate, the terms of your original
contract or certificate remain unchanged.
6. This assumption of liabilities has been completed under a detailed agreement
between Security First Life and Fidelity Standard Life. If you desire to receive
a copy of this agreement, please send your written request to Security First
Life.
Security First Life Insurance Company
By _______________________ President
THIS ASSUMPTION CERTIFICATE BECOMES PART OF YOUR ANNUITY CONTRACT OR CERTIFICATE
AND SHOULD BE ATTACHED THERETO. PLEASE RETAIN IT WITH YOUR PERMANENT RECORDS.
