1
EXHIBIT 10.9
BULK ACCIDENTAL DEATH BENEFIT
REINSURANCE AGREEMENT NO. A-50494
between
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Bloomfield, Connecticut
and
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
2
BULK ACCIDENTAL DEATH BENEFIT
REINSURANCE AGREEMENT NO. A-50494
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(herein called "CG") of Bloomfield, Connecticut
hereby agrees to provide reinsurance for
CITIZENS INSURANCE COMPANY OF AMERICA
(herein called the "Ceding Company") of Denver, Colorado
in consideration of premiums described herein. This is an Agreement solely
between the Ceding Company and CG. The acceptance of risks hereunder shall not
create any right or legal relation whatever between CG and the insured or the
beneficiary under any policy of the Ceding Company reinsured hereunder. CG's
liability on such acceptance shall begin simultaneously with, but not before,
that of the Ceding Company.
This Agreement shall be effective as of January 1, 1989, and shall be unlimited
in duration, but may be terminated at any time, as to the handling of new
business, by either party giving the other ninety days written notice. Ninety
days notice will also be given to the Colorado Insurance Division by registered
mail. CG shall continued to accept reinsurance during the ninety days
aforesaid and shall remain liable on all reinsurance granted under this
Agreement in accordance with its terms.
The following pages are a part of this Agreement.
IN WITNESS WHEREOF, the said CONNECTICUT GENERAL LIFE INSURANCE COMPANY and the
said CITIZENS INSURANCE COMPANY OF AMERICA, by their respective officers, have
executed and delivered these presents in duplicate on March 10, 1989.
CITIZENS INSURANCE COMPANY CONNECTICUT GENERAL LIFE
OF AMERICA INSURANCE COMPANY
By: /s/ Alice M. Ellis By: /s/ Donna M. Peterson
-------------------------- -------------------------
Vice President Director
Date: March 16, 1989 Date: March 10, 1989
--------------------- --------------------
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ARTICLES 1: CESSIONS TO CG
1. Automatic Cessions:
On and after the effective date of this Agreement, the Ceding Company
shall cede, and CG shall accept automatically, Accidental Death
Benefits standard and substandard risks when issued as a supplementary
benefit to a life insurance policy. This automatic reinsurance shall
be so much of its insurance of this type as exceeds the amount
retained by the Ceding Company, as shown in Schedule A, and as
qualifies for automatic reinsurance under this Agreement. The maximum
amount on any life that may be ceded hereunder automatically shall not
exceed $250,000.
No cession shall be made automatically to CG on any life if evidence
in the hands of the Ceding Company indicates that the total amount of
supplementary accidental death insurance, including principal sum
accident benefits and travel accident benefits, issued and
contemplated, in the Ceding Company and all other insurers, will
exceed $250,000 on that life.
2. Facultative Cessions:
Risks which do not qualify as automatic reinsurance, or for which an
underwriting opinion from CG is desired, may be submitted to CG on a
facultative basis.
3. Net Amount at Risk:
All reinsurance under this Agreement shall be on the yearly renewable
term plan for the gross amount reinsured.
ARTICLE 2: MODE OF CESSION
1. Automatic Cessions:
No automatic cessions need be made with respect to automatic
reinsurance under this agreement. Bulk handling procedures as
provided in this agreement shall apply to accidental death benefits
reinsured hereunder.
2. Facultative Cessions:
The Ceding Company, if requested by CG, shall submit to CG a formal
cession within five (5) working days after being advised that the
original policy has been delivered and paid for. This shall be
applicable to risks which do not qualify as automatic reinsurance.
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ARTICLES 3: PREMIUM CALCULATIONS
1. Premium Rates:
The annual premium rates for reinsurance shall be as follows:
Benefit Covered Annual Rate per $1,000
--------------- -----------------------
International Domestic
------------- --------
Accidental Death Benefit $ .82 $ .65
Accidental Death and Dismemberment .82 .65
Premiums for the substandard risks shall be taken at the appropriate
multiples of the above.
CG reserves the right to change the annual premium rates on any
January 1 and shall give written notice to the Ceding Company no less
than thirty (30) days prior to the effective date of such change. The
new rates shall apply to and be effective for all policies requiring
reinsurance.
2. Computing the Premium:
Premiums will be computed on a calendar year basis and will be payable
January 1 of each year. The premium payable January 1 of each year
will be taken as the sum of:
a.) The advance premium for the year just started; taken
at the applicable annual rates shown above, applied to the
reinsurance in force as of January 1 of the year just started,
and,
b.) The adjustment premium for the year just ended; taken
at one-half the applicable annual rates shown above, applied
to the increase or decrease in the reinsurance in force
between January 1 and December 31 of the year just ended.
Notwithstanding the above, due allowance shall be given for the period of time
this agreement is in effect in the calendar year.
ARTICLE 4: PREMIUM ACCOUNTING
1. The Ceding Company shall furnish CG, on forms supplied by CG, within
30 days following the end of each calendar year, notification of the
amounts of reinsurance in force as of December 31 of such calendar
year. The final premium adjustment for such calendar year and the
annual amount payable for the next succeeding calendar year shall be
determined from the reinsurance in force as of December 31.
2. All amounts payable shall be paid within 60 days of their respective
due dates.
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3. In the event of nonpayment of reinsurance premiums as provided in the
preceding paragraph, CG shall have the right to terminate the
reinsurance under all such policies. If CG elects to exercise this
right, it shall give the Ceding Company 90 days' notice of its
intention to do so; and if all reinsurance premiums in arrears,
including any which may become in arrears during the 90-day period,
are not paid before the expiration of such period, CG shall thereupon
be relieved of future liability under all such reinsurance. The
reinsurance so terminated may be reinstated at any time within 60 days
of the date of termination upon receipt by CG of all reinsurance
premiums in arrears; but in such event, CG shall have no liability for
any loss incurred between the date of termination and the date of
reinstatement of the reinsurance. The date of reinstatement shall be
the date of receipt by CG of all reinsurance premiums in arrears. The
right of CG thus to terminate reinsurance shall be without prejudice
to its right to collect premiums for the period during which
reinsurance was in force prior to the expiration of the 90-day notice.
ARTICLE 5: ADJUSTMENTS
Reductions:
1. If any portion of the risk carried by the Ceding Company on any life
reinsured hereunder is terminated, the amount of reinsurance carried
by the Ceding Company on that life shall be reduced by the same amount
as of the date and time of the termination of the original insurance.
2. If reinsurance on a risk is carried by more than one reinsurer, such
reduction shall be applied first to the reinsurance directly
applicable to the Ceding Company's policy which is reduced or
terminated; the reinsurance of CG being reduced by an amount which
shall be the same proportion of the amount of reinsurance on that
particular policy.
3. If the Ceding Company had retained any portion of the insurance thus
terminated, a reduction equal to the amount of such retention shall be
made in the reinsurance in force under other policies on the life
insured, each reinsurer sharing in the reduction according to its
proportion of the reinsurance on all other policies continuing in
force on that life. In interpreting this paragraph, policies issued
concurrently and at the same mortality rating shall be considered as
one policy.
Reinstatements
If a risk lapses for nonpayment of premium and such risk is reinstated in
accordance with the terms and rules of the Ceding Company, the reinsurance
under such policy shall be reinstated automatically by CG, provided that such
risk was reinsured automatically by CG. If such risk was reinsured
facultatively by CG, the reinsurance shall be reinstated only upon approval by
CG.
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ARTICLE 6: RETENTION INCREASE AND RECAPTURE
1. The reinsurance of risks ceded under this agreement shall be
maintained in force without reduction as long as the original risks
carried by the Ceding Company on the life remain in force without
reduction, except as provided in this Article.
2. If the Ceding Company increases its maximum limits of retention,
reduction may be made in reinsurance on risks then in force in
accordance with the following rules:
a.) No reduction in the amount of risks because of
changes in retention may be effected before the fifth January
1 following the calendar year in which reinsurance was
effective under this agreement.
b.) No reduction shall be made in the reinsurance on any
life unless the Ceding Company retained its maximum limit of
retention for the age and mortality rating at the time the
accidental death insurance was issued, nor shall reduction be
made in any class of fully reinsured business.
c.) The new retention of the Ceding Company on each risk
shall be determined by the insurance age and the mortality
rating in effect at the date of issue of accidental death
insurance.
3. In order to effect such reductions, the Ceding Company shall give
written notice to CG of the increase in retention limits. The
reinsurance shall be reduced by such amount, in each case, as will
increase to its new retention the amount of total insurance to be
carried by the Ceding Company at its own risk; but if any reinsurance
be so reduced, all reinsurance in force in CG shall be similarly
reduced, subject to the restrictions hereof. If there is reinsurance
in other companies on risks eligible for recapture, the necessary
reduction is to be applied in the same proportion as outlined in
Article 5, "Reductions."
4. If the Ceding Company overlooks any reductions or cancellations of
reinsurance which should be made on account of a retroactive increase
in its retention limits, no acceptance by CG of reinsurance premium
under such circumstances, after the effective date of the reductions
or cancellations, shall make CG liable for such reinsurance; but CG
shall be liable only for refund of the premiums so received, without
interest.
5. If CG gives notice of an increase in the premium rates charged for
reinsurance hereunder in accordance with Article 3, paragraph 1, the
Ceding Company shall have the right to recapture 100 percent of the
reinsurance in force as of the effective date of the rate increase.
In order to effect the recapture, the Ceding Company shall give
written notice to CG within 60 days following the date that CG gives
notice of the premium rate increase.
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ARTICLE 7: OVERSIGHTS
CG shall be bound as the Ceding Company is bound, and if nonpayment of premiums
within the time specified or failure to comply with any terms of this Agreement
is shown to be unintentional and the result of misunderstanding or oversight on
the part of either the Ceding Company or CG, both shall be restored to the
positions they would have occupied had no such error or oversight occurred.
ARTICLE 8: SETTLEMENT OF CLAIMS
1. The Ceding Company shall give CG immediate written notice of any
report of loss for which claim may be made and shall provide full and
true information concerning any claim or suit brought under a policy
reinsured hereunder.
2. The Ceding Company shall furnish CG with a true copy of all proofs of
loss, receipts and releases in connection with any claim under a
policy reinsured hereunder.
3. CG shall cooperate with and assist the Ceding Company in the defense
or control of any claim or suit under a reinsured policy. The cost of
said defense or control shall be divided in the same proportion as the
amount of risk retained by the Ceding Company bears to the total risk.
4. CG shall not be liable for any amount paid by the Ceding Company for
punitive, exemplary, or compensatory damages awarded to the insured,
arising out of the conduct of the Ceding Company in the investigation,
trial, or settlement of any claim, or the failure to pay or a delay to
pay any benefits under any policy. Also, CG shall not be liable for
any statutory penalty imposed upon the Ceding Company on account of
any unfair trade practice or any unfair claim practice.
5. CG shall be liable to the Ceding Company for the benefits covered by
reinsurance hereunder. Payment of a death claim by CG shall be made
in one lump sum to the Ceding Company regardless of the mode of
settlement under the policy of the Ceding Company. However, if more
than a 50% of the accidental death risk in any particular case is
carried by CG, CG shall be consulted before the Ceding Company makes
an admission or acknowledgment of liability.
6. Termination of this agreement for any reason shall not affect the
rights and obligations of the Ceding Company or CG incurred prior to
the date of termination.
ARTICLE 9: INSOLVENCY
1. In the event of insolvency of the Ceding Company, all payments
normally made to it by CG shall be payable directly to the liquidator,
receiver or statutory successor of said Ceding Company, without
diminution because of the insolvency of the Ceding Company.
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2. In the event of insolvency of the Ceding Company, the liquidator,
receiver or statutory successor shall give CG written notice of the
pendency of a claim on a risk reinsured within a reasonable time after
such claim is filed in the insolvency proceeding. During the pendency
of any such claim, CG may investigate such claim and interpose in the
name of the Ceding Company, its liquidator, receiver or statutory
successor, but at CG's own expense, in the proceeding where such claim
is to be adjudicated, any defense or defenses which CG may deem
available to the Ceding Company or its liquidator, receiver or
statutory successor.
3. The expense thus incurred by CG shall be chargeable, subject to court
approval, against the Ceding Company as part of the expense of
liquidation to the extent of a proportionate share of the benefit
which may accrue to the Ceding Company solely as a result of the
defense undertaken by CG. Where two or more reinsurers are
participating in the same claim and a majority in interest elect to
interpose a defense or defenses to any such claim, the expense shall
be apportioned in accordance with the terms of the reinsurance
agreement as though such expense had been incurred by the Ceding
Company.
ARTICLE 10: ARBITRATION
1. In the event of any dispute arising between the parties with reference
to the rights or liabilities of either party in regard to any
transaction under this agreement, the question shall be referred to
three (3) arbitrators, one (1) to be chosen by each party from among
the officers of life insurance companies and a third (3rd) to be
chosen by the said two (2) arbitrators, before entering upon
arbitration. Should one of the parties decline to appoint an
arbitrator, or should the two arbitrators be unable to agree on the
choice of a third, the appointment shall be left to the President of
the American Council of Life Insurance or its successor.
2. The arbitrators shall interpret this agreement as an honorable
engagement and not merely as a legal obligation and a majority
decision of these arbitrators shall be final and binding on both
parties and there shall be no appeal from the decision. The
arbitrators shall interpret this agreement liberally rather than
according to the rules of law, it being the intent of the agreement
that the Reinsurer shall (1) take over, to the extent of the amount
reinsured, all liability in every respect provided, and (2) follow the
Ceding Company in its established rules and usual and customary office
practices in regard to such insurance.
3. The arbitrators are released from judicial formalities and may abstain
from following the strict rules of law. The meeting of the board of
arbitrators shall be in Austin, Texas, unless some other place is
mutually agreed upon. The cost of arbitration shall be borne by the
losing party unless the arbitrators decide otherwise. It is
specifically the intent of both parties that this Arbitration
provision shall replace and be in lieu of any statutory arbitration
provision.
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ARTICLE 11: INSPECTION OF RECORDS
1. CG shall have the right, at any reasonable time, to inspect at the
office of the Ceding Company all books and documents relating to the
reinsurance under this agreement.
2. Every two (2) years, the Ceding Company shall furnish CG with an
individual listing of all such reinsurance then in force hereunder.
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CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Bloomfield, Connecticut
SCHEDULE A
For all ages and ratings, the limits for supplementary accidental death
insurance coverages to be reinsured are:
Coverage Retention Limit Issue Limit
- -------- --------------- -----------
Accidental Death Benefit -0- $ 250,000
Accidental Death and Dismemberment -0- 250,000
Policy and/or Certificate Forms covered by this Agreement
---------------------------------------------------------
BO 1371E (11/86) IN 2616
BO 1371S (11/86) IN 2601
BO 0571E (11/86) IN 2601 JL
BO 0571S (11/86) IN 2550
BO 0871E (11/86) IN 2564
BO 0871S (11/86) IN 2613
BO 0771
021371
BO 0671
BO 0471
021471
021271
022471
021171
021771
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ADDENDUM NO. 1
to
BULK ACCIDENTAL DEATH BENEFIT
REINSURANCE AGREEMENT NO. A-50494
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter known as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Bloomfield, Connecticut
(hereinafter known as the "Reinsurer")
IT IS HEREBY MUTUALLY AGREED that, effective January 1, 1990, Equities
International Life Insurance Company shall be merged with Citizens Insurance
Company of America, Denver, Colorado.
All other terms and conditions remain unchanged.
IN WITNESS WHEREOF, this Addendum is executed in Philadelphia, Pennsylvania,
this 14th day of May, 1990.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Lynda McNeeley
-------------------------
Director
and in Denver, Colorado, this 24th day of May, 1990.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Alice M. Ellis
-------------------------
Vice President
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ADDENDUM NO. 2
to
BULK ACCIDENTAL DEATH BENEFIT
REINSURANCE AGREEMENT A-50494
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter known as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Bloomfield, Connecticut
(hereinafter known as the "Reinsurer")
IT IS HEREBY UNDERSTOOD AND AGREED that, effective January 1, 1991, an
Experience Refund provision shall be added to this agreement. The terms,
conditions, and formula are stated in Article 12, listed below.
ARTICLE 12
The following Experience Refund Formula shall be used:
ER = X% (Premiums - Claims - Expenses) Deficit
carryforward where,
ER = Experience Refund
X% = 2% for each $10,000 of premium subject to a maximum of 50%
Premiums = Gross reinsurance earned premiums per contract year
Claim = Paid claims during the contract year plus the outstanding
claim reserves at the end of the contract year
Expenses = Reinsurance expense of 10% of premiums
Deficit Carryforward = any deficit from the previous Experience Refund shall
be carried forward to extinction
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The Experience Refund will be calculated annually within nine (9) months at the
close of the contract year. If the Experience Refund is negative, no payment
shall be due from the Ceding Company. However, a deficit is created and shall
be carried forward until recovered by the Reinsurer.
All other terms will remain unchanged.
IN WITNESS WHEREOF, this addendum is executed in Philadelphia, Pennsylvania,
this 12th day of November, 1991.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Donna M. Peterson
--------------------------
Assistant Vice President
and in Austin, Texas, this 20th day of November, 1991.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar
----------------------------
Executive Vice President
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ADDENDUM NO.
to
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
Originally Effective January 1, 1989
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Subscribing Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m., Local Time at the
Company's Home Office, December 23, 1991, the following Intermediary Clause
will be added to this Agreement:
Intermediary:
Intere Intermediaries, Inc., is hereby recognized as the Intermediary
negotiating this Agreement for all business hereunder. All communications
(including but no limited to notices, statements, premiums, return premiums,
commissions, taxes, losses, loss adjustment expenses, salvages and loss
settlements) relating thereto shall be transmitted to the Company or the
Subscribing Reinsurer through Intere Intermediaries, Inc., 100 Crescent Centre
Parkway, Suite 1200, Tucker, Georgia, 30084. Payments by the Company to the
Intermediary shall be deemed to constitute payment to the Subscribing
Reinsurer. Payments by the Subscribing Reinsurer to the Intermediary shall be
deemed to constitute payment to the Company to the extent that such payments
are actually received by the Company.
All other terms and conditions remain unchanged.
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IN WITNESS WHEREOF, the parties here have caused this Contract to be executed
in triplicate by their duly authorized officers:
In Austin, Texas this 28th day of January, 1992
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, Exec. V.P.
------------------------------
and in Philadelphia, Pennsylvania this 7th day of May, 1992.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Lynda McNeeley
------------------------------
16
AMENDMENT OF REINSURANCE AGREEMENT BETWEEN:
CITIZENS INSURANCE COMPANY OF AMERICA
(Ceding Company)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Assuming Company)
Agreement Number 028
Amendment Number 004
Effective Date: 01/01/89
Date of Execution: 03/16/89
Effective Date of Amendment: 01/01/93
Date of Amendment Execution: 05/06/93
Type of Amendment: To include Accidental Death Benefit riders written by First
Centennial Life, wholly owned by Citizens Insurance Company of America of
Denver, Colorado
Agreement Type: Accidental Death Benefit Reinsurance
Underlying Risk: Ordinary Life
Statement of whether or not a Reinsurance Intermediary is involved in this
transaction: The Reinsurance Intermediary involved in this transaction is
reinsurance broker Intere Intermediaries, Inc., represented by Bob E. Askew,
CLU, FLMI.
Statement of whether agreement meets the conditions of Section
10-3-805(4)(a)(III), C.R.S.: This amendment does not meet the conditions of
Section 10-3-805(4)(a)(III), C.R.S.
Statement as to whether agreement transfers existing in-force business: This
amendment does not transfer in-force business.
17
ADDENDUM NO. 4
to
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
Originally Effective January 1, 1989
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Subscribing Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m. Local Time at the
Company's Home Office, January 1, 1993, Schedule A will be deleted in its
entirety and replaced with the attached.
All other terms and conditions remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in quadruplicate.
In Austin, Texas, this 6th day of May, 1993.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, President
----------------------------------
and in Philadelphia, Pennsylvania this day of , 1993
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Brenda H. [illegible]
-------------------------
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SCHEDULE A
For all ages and ratings, the limits for supplementary accidental death
insurance coverages to be reinsured are:
Coverage Retention Limit Issue Limit
- -------- --------------- -----------
Accidental Death Benefit -0- $ 250,000
Accidental Death and Dismemberment -0- 250,000
Policy and/or Certificate Forms covered by this Agreement
BO 1371E (11/86) IN 2616
BO 1371S (11/86) IN 2601
BO 0571E (11/86) IN 2601 JL
BO 0571S (11/86) IN 2550
BO 0871E (11/86) IN 2564
BO 0871S (11/86) IN 2613
BO 0771 BO2272C(6/90)
021371 BO2372C(6/90)
BO 0671 BO2572C(6/90)
BO 0471 BO2972C(6/90)
021471 B10872S
021271 B10972S
022471 B11072S
021171 B11272S
021771 B11772E
B11872E
B12072E
Coverage also includes policies written by First Centennial Life, a part of
Citizens Insurance Company by merger. Those forms are:
0041 1280 ADB
JWL-3
DI 404
R-6004(9/82)
R-2-73
D.I. 202-2-48
R-2
19
AMENDMENT OF REINSURANCE AGREEMENT BETWEEN:
CITIZENS INSURANCE COMPANY OF AMERICA
(Ceding Company)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Assuming Company)
Agreement Number 028
Amendment Number 005
Effective Date: 01/01/89
Date of Execution: 03/16/89
Effective Date of Amendment: 12/31/91
Date of Amendment Execution: 09/15/93
Type of Amendment: To jointly elect to waive the general deductions
limitation.
Agreement Type: Accidental Death Benefit Reinsurance
Underlying Risk: Ordinary Life
Statement of whether or not a Reinsurance Intermediary is involved in this
transaction: The Reinsurance Intermediary involved in this transaction is
reinsurance broker Intere Intermediaries, Inc., represented by Bob E. Askew,
CLU, FLMI.
Statement of whether agreement meets the conditions of Section
10-3-805(4)(a)(III), C.R.S.: This amendment does not meet the conditions of
Section 10-3-805(4)(a)(III), C.R.S.
Statement as to whether agreement transfers existing in-force business: This
amendment does not transfer in-force business.
20
DAC TAX AMENDMENT
This amendment between CITIZENS INSURANCE COMPANY OF AMERICA (referred to as
Ceding Company) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (referred to as
Assuming Company), collectively called the "Parties," hereby amends and becomes
part of all Reinsurance Agreement(s) between the parties.
1. The attached DAC Tax Article, entitled IRC. Section 1.848-2(g)(8)
Election, is hereby added to the Agreement.
2. This Amendment does not alter, amend or modify the Reinsurance
Agreement(s) other than as stated in this Amendment. It is subject to
all of the terms and conditions of the Reinsurance Agreement(s)
together with all Amendments and Addendums.
In witness whereof, this amendment is signed in duplicate on this dates
indicated at the home office of each company
CITIZENS INSURANCE COMPANY OF AMERICA
By: /s/ Roby Dollar, President
---------------------------------
Date: September 15, 1993
---------------------------------
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: /s/ Ruth A. Van Keuren
---------------------------------
Date: July 29, 1993
---------------------------------
21
DAC TAX ARTICLE
IRC Reg. Section 1.848-2(g)(8) Election
1. The Parties hereby 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 commencing with the year ending December 31, 1991
2. The terms used in this Addendum are defined by reference to Regulation
Section 1.848-2 promulgated on December 28, 1992.
3. The Party 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.
4. The Parties agree to exchange information pertaining to the amount of
net consideration under the reinsurance agreement each year to ensure
consistency. To achieve this, the Ceding Company shall provide the
Assuming Company 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 May 1 of the succeeding year (by June
15 for tax year 1992). The Assuming Company shall advise the Ceding
Company if it disagrees with the amounts provided by no later than May
31 (July 15 for 1992, otherwise the amounts will be presumed correct
and shall be reported by both parties in their respective tax returns
for such tax year. If the Assuming Company contests the Ceding
Company'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 the Assuming Company submits its alternative calculation
and report the amounts agreed upon in their respective tax returns for
such tax year.
5. The Parties shall attach to their respective 1992 federal income tax
returns a schedule specifying that the joint election herein has been
made for this reinsurance agreement.
6. The Assuming Company 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.
22
AMENDMENT OF REINSURANCE AGREEMENT BETWEEN:
CITIZENS INSURANCE COMPANY OF AMERICA
(Ceding Company)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Assuming Company)
Agreement Number 028
Effective Date: 01/01/89
Date of Execution: 03/16/89
Effective Date of Amendment: 10/01/92
Date of Amendment Execution: 01/26/94
Type of Amendment: To update treaty to comply with regulation 3-3-2.
Agreement Type: Bulk ADB Reinsurance
Underlying Risk: Ordinary Life
Statement of whether or not a Reinsurance Intermediary is involved in this
transaction: The Reinsurance Intermediary involved in this transaction is
reinsurance broker Intere Intermediaries, Inc., represented by Bob E. Askew,
CLU, FLMI.
Statement of whether agreement meets the conditions of Section 10-3-805
(4)(a)(III), C.R.S.: This amendment does not meet the conditions of Section
10-3-805(4)(a)(III), C.R.S.
Statement as to whether agreement transfers existing in-force business: This
amendment does not transfer in-force business.
23
ADDENDUM NO. 5
to
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
Originally Effective January 1, 1989
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Subscribing Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m. Local Time at the
Company's Home Office, October 1, 1992, Article XIII, Special Colorado
Provision, will be added to this Agreement as follows:
ARTICLE XIII
Special Colorado Provision
All provisions of this Agreement are subject to the laws of the State of
Colorado. Any Arbitration, in the event of insolvency of the Company, must
also be subject to the laws of the State of Colorado.
All other terms and conditions remain unchanged.
24
IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be
executed in triplicate.
In Austin, Texas this 26th day of January, 1994.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, President
--------------------------------
and in Hartford, Connecticut, this 20th day of January , 1994.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Brenda H. [illegible]
-------------------------------
25
AMENDMENT OF REINSURANCE AGREEMENT BETWEEN:
CITIZENS INSURANCE COMPANY OF AMERICA
(Ceding Company)
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Assuming Company)
Agreement Number 028
Amendment Number 006
Effective Date: 01/01/89
Date of Execution: 03/16/89
Effective Date of Amendment: 08/01/94
Date of Amendment Execution: 10/17/94
Type of Amendment: To provide for Extra Contractual Damages to be
subject to Counsel and Concurrence.
Agreement Type: Bulk ADB Reinsurance
Underlying Risk: Ordinary Life
Statement of whether or not a Reinsurance Intermediary is involved in this
transaction: The Reinsurance Intermediary involved in this transaction is
reinsurance broker Intere Intermediaries, Inc., represented by Bob E. Askew,
CLU, FLMI.
Statement of whether agreement meets the conditions of Section
10-3-805(4)(a)(III), C.R.S.: This amendment does not meet the conditions of
Section 10-3-805(4)(a)(III), C.R.S.
Statement as to whether agreement transfers existing in-force business: This
amendment does not transfer in-force business.
26
AMENDMENT NO. 6
to
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
Originally Effective January 1, 1989
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m. Local Time at the
Company's Home Office, August 1, l994, Article 8 Settlement of Claims, Section
four (4), will be voided and, Article XIV, Extra Contractual Damages Subject to
Counsel and Concurrence, will be added to this Agreement as follows:
ARTICLE XIV
Extra Contractual Damages Subject to Counsel and Concurrence:
In no event shall the Reinsurer participate in Extra Contractual
Damages which are awarded against the Company as a result of an act,
omission or course of conduct committed solely by the Company in
connection with the insurance reinsured under this Agreement unless
the Reinsurer shall have been made aware of and shall have concurred
in writing with the actions taken by the Company which lead to the
awarding of Extra Contractual Damages; and the Reinsurer's
participation will be only to the extent that such awards actually
involve the Reinsurance of this Agreement.
The Company shall notify the Reinsurer of any actions which may lead
to the awarding of Extra Contractual Damages and/or of any impending
Extra Contractual Damages as soon as practicable by registered letter
to both the Reinsurer's Underwriting Department and the Reinsurer's
Claims Department.
27
The Reinsurer then has the obligation to notify the Company of its
recommended action or decision by registered letter within 30 days of
receipt of the above mentioned letter of notification. If the
Reinsurer concurs with the Company's action, payment or settlement of
such awarded damages will be shared by the Company and the Reinsurer
in the proportions which govern this Agreement and will be within the
limits of this Agreement.
For purposes of this provision, the following definitions shall apply:
"Extra Contractual Damages" mean Punitive Damages, Statutory Penalties
and/or Compensatory Damages; "Punitive Damages" are those damages
awarded as a penalty, the amount of which is not governed nor fixed by
statute; "Statutory Penalties" are those amounts which are awarded as
a penalty, but fixed in amount by statute; "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.
All other terms and conditions remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas this 17th day of October, 1994.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, President
-----------------------------
and in Hartford, Connecticut this 29th day of September, 1994.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon A. Cardenas
-----------------------------
28
ADDENDUM NO. 7
to the
ACCIDENTAL DEATH BENEFIT
REINSURANCE AGREEMENT
between
Citizens Insurance Company of America
Denver, Colorado
(hereinafter referred to as the "Ceding Company")
and
Connecticut General Life Insurance Company
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
Effective March 31, 1995, this agreement shall be amended as follows:
Paragraph 7 shall be added to Article 8 "Settlement of Claims":
SETTLEMENT OF CLAIMS
7. The REINSURER agrees to reimburse the CEDING COMPANY for each claim
with respect to which this agreement affords indemnity within 90 days
after the REINSURER receives proof which is satisfactory to the
REINSURER that the CEDING COMPANY has paid the claim.
Article XV, "Entire Agreement" shall be added to the Agreement and shall read
as follows:
ARTICLE XV
Entire Agreement:
This agreement shall constitute the entire agreement between the parties with
respect to the business being reinsured hereunder. There are no other
understandings between the parties other than as expressed in this agreement.
Any change or modification to this agreement shall be null and void unless made
by amendment to this agreement and signed by both parties.
This Amendment shall be attached to and form a part of the Accidental Death
Benefit Reinsurance Agreement between the Ceding Company and Connecticut
General Life Insurance Company, effective January 1, 1989.
29
IN WITNESS WHEREOF, the said Citizens Insurance Company of America, Denver,
Colorado, and the said Connecticut General Life Insurance Company, Hartford,
Connecticut, have by their respective officers executed and delivered this
Addendum in duplicate.
CITIZENS INSURANCE COMPANY OF AMERICA
By: /s/ Roby Dollar
---------------------------------
Title: Vice Chairman
------------------------------
Attest: /s/ Mark A. Oliver Date: May 12, 1995
------------------ -------------------------------
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: /s/ Sharon A. Cardenas
---------------------------------
Title: Director
------------------------------
Attest: /s/ Vicki Jones Date: April 25, 1995
--------------- -------------------------------
30
ADDENDUM NO. 8
to the
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
Originally Effective January 1, 1989
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "SUBSCRIBING REINSURER")
It is hereby agreed that effective 12:01 a.m., Local Time at the Company's Home
Office, April 1, 1995, the Intermediary Clause to this Agreement shall be
changed as follows:
Intermediary:
Intere Intermediaries is hereby recognized as the Intermediary negotiating this
Agreement for all business hereunder. All communications (including but not
limited to notices, statements, premiums, return premiums, commissions, taxes,
losses, loss adjustment expenses, salvages and loss settlements) relating
thereto shall be transmitted to the COMPANY or the SUBSCRIBING REINSURER
through Intere Intermediaries, 14901 Quorum Drive, Suite 540, Dallas, Texas
75240. Payments by the COMPANY to the Intermediary shall be deemed to
constitute payment to the SUBSCRIBING REINSURER. Payments by the SUBSCRIBING
REINSURER to the Intermediary shall be deemed only to constitute payment to the
COMPANY to the extent that such payments are actually received by the COMPANY.
All other terms and conditions of the Interests and Liabilities Contract remain
unchanged.
31
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas this 9th day of November, 1995,
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, Vice Chairman
-----------------------------------
and in Hartford, Connecticut this 29th day of September, 1995,
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon Cardenas
-----------------------------------
32
ADDENDUM NO. 9
to the
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Ceding Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m., Local Time at the
Company's Home Office, September 1, 1995, Schedule A, as amended by Addendum
No. 4 is deleted in its entirety and is replaced by Schedule A1 attached
hereto.
All other terms and conditions remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas, this 9th day of November, 1995
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, Vice Chairman
---------------------------------
and in Hartford, Connecticut, this 3rd day of November, 1995.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon Cardenas
---------------------------------
33
SCHEDULE A1
(Effective September 1, 1995)
For all ages and ratings, the limits for supplementary accidental death
insurance coverages to be reinsured are:
Coverage Retention Limit Issue Limit
- -------- --------------- -----------
Accidental Death Benefit -0- $250,000
Accidental Death and Dismemberment -0- $250,000
Policy and/or Certificate Forms covered by this Agreement:
All Accidental Death Benefits, Accidental Death and Dismemberment Benefits
provided under binders, certificates, contracts of insurance, and riders
issued, inforce, assumed, or administered by the Company or its subsidiaries.
34
ADDENDUM NO. 10
to the
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Ceding Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m., Local Time at the
Company's Home Office, January 1, 1996, this Agreement is amended for inforce,
new and renewal business as follows:
1) Schedule A1, as amended by Addendum No. 9, is deleted
in its entirety and is replaced with Schedule A2 attached
hereto.
2) Article 12, as added by Addendum No. 2, is removed in
its entirety and is replaced with the following terms,
conditions, and formula:
ARTICLE 12: EXPERIENCE REFUND
The premiums and claims subject to the following Experience Refund Formula
shall be the total payable under Treaty (A-50494-AH930907) and Treaty
(102076/DH951040):
ER= X% (Premiums-Claims-Expenses)-Deficit
Carryforward where,
ER= Experience Refund
X%= 2% times each $10,000 of premium subject to a
maximum of 60%
Premiums = Gross reinsurance earned premiums per
agreement year
Claim = Paid claims during the agreement year plus
the outstanding claim reserves at the end of
the agreement year
35
Expenses = Reinsurance expenses 15.0% of premiums
Deficit Carryforward = Any deficit from the previous Experience
Refund shall be carried forward to extinction
If Premium minus Claims minus Expenses results in:
(A) a positive number, an Experience Refund shall be calculated based upon
multiplying the resulting positive number by 2 (two) for each
$10,000.00 of Premium, expressed as a percentage, subject to a maximum
of 60% minus any previous Agreement Year's Deficit Carryforward.
If subtraction of any previous Agreement Year's Deficit Carryforward
from the Experience Refund results in a negative number, that negative
shall be the Deficit Carryforward for the next Agreement Year and no
Experience Refund shall be payable for the current Agreement Year.
(B) a negative number, it shall be a Deficit Carryforward (DCF).
If no previous Agreement Year's DCF exists, this negative number shall
be the DCF for the next Agreement Year's calculation.
If a prior DCF exists, both DCF's shall be added together to generate
the DCF for the next Agreement Year. No payment shall be due from the
Ceding Company.
The Experience Refund shall be calculated annually within nine (9) months at
the close of the Agreement Year. If the Experience Refund is negative, no
payment shall be due from the Ceding Company. However, a deficit shall be
created and shall be carried forward until recovered by the Reinsurer.
All other terms and conditions remain unchanged.
36
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas, this 9th day of November, 1995.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, Vice Chairman
---------------------------------
and in Hartford, Connecticut this 3rd day of November, 1995.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon Cardenas
---------------------------------
37
SCHEDULE A2
(Effective January 1, 1996)
For all ages and ratings, the limits for supplementary accidental death
insurance coverages to be reinsured are:
Coverage Retention Limit Issue Limit
- -------- --------------- -----------
Accidental Death Benefit -0- $250,000
Accidental Death and Dismemberment -0- $250,000
Policy and/or Certificate Forms covered by this Agreement:
All Accidental Death Benefits, Accidental Death and Dismemberment Benefits
provided under binders, certificates, contracts of insurance, and riders
issued, inforce, assumed, or administered by the Company or its subsidiaries.
Policies issued on or after January 1, 1996 with the expanded coverage
endorsement nos. B16472E (9/95) and B16372S (9/95) shall provide coverage of
accidental death benefits for up to $75,000 for homicides as defined in the
rider, and up to $250,000 for all other accidents under the Accidental Death
Benefit Rider or riders issued on or after January 1, 1996.
38
ADDENDUM NO. 11
to the
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Ceding Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m., Local Time at the
Company's Home Office, January 1, 1996, this Agreement is amended for inforce,
new and renewal business as follows:
1) Article 12, as amended by Addendum No. 10, is deleted
in its entirety and is replaced with the following terms,
conditions, and formula:
ARTICLES 12: EXPERIENCE REFUND
The premium and claims subject to Reinsurance Agreements (A-50494/AH960907),
(10276/DH961040), (DH961047), and (DH961048) shall be combined for purposes of
calculating the Experience Refund Formula as follows:
ER = X% (Premiums-Claims-Expenses)-Deficit
Carryforward where,
ER= Experience Refund
X = 2% times each $10,000 of premium subject to a
maximum of 60%
Premiums = Gross reinsurance earned premiums per
agreement year
39
Claim = Paid claims during the agreement year plus
the outstanding claim reserves at the end of
the agreement year
Expenses = Reinsurance expense 15.0% of premiums
Deficit Carryforward = Any deficit from the previous Experience
Refund shall be carried forward to extinction
If Premium minus Claims minus Expenses results in:
(A) A positive number, an Experience Refund shall be calculated based upon
multiplying the resulting positive number by 2 (two) for each
$10,000.00 of Premium, expressed as a percentage, subject to a maximum
of 60% minus any previous Agreement Year's Deficit Carryforward.
If subtraction of any previous Agreement Year's Deficit Carryforward
from the Experience Refund results in a negative number, that negative
shall be the Deficit Carryforward for the next Agreement Year and no
Experience Refund shall be payable for the current Agreement Year.
(B) a negative number, it shall be a Deficit Carryforward (DCF).
If no previous Agreement Year's DCF exists, this negative number
shall be the DCF for the next Agreement Year's calculation.
If a prior DCF exists, both DCF's shall be added together to generate
the DCF for the next Agreement Year. No payment shall be due from
the Ceding Company.
The combined Experience Refund for aforementioned Agreements shall be
calculated under this Agreement annually within nine (9) months at the close of
the Agreement Year. If the Experience Refund is negative, no payment shall be
due from the Ceding Company. However, a deficit shall be created and shall be
carried forward until recovered by the Reinsurer.
All other terms and conditions remain unchanged.
40
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas, this 19th day of December, 1995.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Mark A. Oliver, EVP /s/ Roby
Dollar, Vice Chairman
-----------------------------------
and in Hartford, Connecticut, this 13th day of Dec., 1995.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon Cardenas
-----------------------------------
41
ADDENDUM NO. 12
to the
ACCIDENTAL DEATH BENEFIT REINSURANCE AGREEMENT
between
CITIZENS INSURANCE COMPANY OF AMERICA
Denver, Colorado
(hereinafter referred to as the "Ceding Company")
and
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
Hartford, Connecticut
(hereinafter referred to as the "Reinsurer")
It is hereby understood and agreed that effective 12:01 a.m., Local Time at the
Company's Home Office, January 1, 1996, this Agreement is amended to include
Article 13 - Reinsurer's Liability, for inforce, new and renewal business as
follows:
ARTICLE 13: REINSURER'S LIABILITY
The liability of the Reinsurer shall follow that of the Company and shall be
subject in all respects to all the general and special stipulations, clauses,
conditional receipts, waivers and modifications of the Company's policies. The
Company will advise the Reinsurer of any major changes in policies or forms as
it would affect, change or increase the liability of the Reinsurer.
However, the Reinsurer shall not be bound by any such major changes until it
has been so notified by the Company.
All other terms and conditions remain unchanged.
42
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
in triplicate:
In Austin, Texas, this 7th day of March, 1996.
CITIZENS INSURANCE COMPANY
OF AMERICA
By: /s/ Roby Dollar, Vice Chairman
----------------------------------
and in Hartford, Connecticut, this 26th day of February, 1996.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Sharon Cardenas
----------------------------------