Exhibit 10.8
AMENDMENT III
TERMINATION AND RECAPTURE
AMENDMENT
TO THE ANNUITY RETROCESSION
AGREEMENT
BETWEEN
THE AMERICAN LIFE & ANNUITY COMPANY,
INC.
(referred to herein as the
“Retrocessionaire”)
AND
REASSURANCE COMPANY OF HANNOVER
(now known as Hannover Life Reassurance Company of
America,
and referred to herein as the
“Retrocedent”)
This Amendment is to be attached to and made a part
of the Annuity Retrocession Agreement (HA-ALAC-50) effective as of
April 1, 1998 (the “Retrocession Agreement”). All
provisions of the Retrocession Agreement not in conflict with the
provisions of this Amendment shall remain unchanged.
The Retrocessionaire and the Retrocedent entered
into the Retrocession Agreement, under which the Retrocedent ceded
to the Retrocessionaire and the Retrocessionaire assumed from the
Retrocedent on a quota share coinsurance funds withheld basis
certain insurance policies (collectively referred to herein as the
“Retroceded Business”);
The Retrocessionaire and the Retrocedent have agreed
that the Retrocedent will recapture all of the Retroceded Business
ceded under the Retrocession Agreement;
The Retrocessionaire and the Retrocedent have agreed
to terminate the Retrocession Agreement and amend the Retrocession
Agreement to reflect their agreement of such recapture and
termination.
NOW, THEREFORE, in consideration of the mutual and
several promises and undertakings herein contained, and for other
good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Retrocessionaire and the Retrocedent
agree as follows:
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1.
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Recapture and Termination . The Retrocedent shall recapture the Retroceded Business in
its entirety effective as of October 31, 2007 (the “Effective
Date”). The Retrocession Agreement shall be terminated as of
the Effective Date.
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2.
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Payment . The
Retrocedent shall pay to the Retrocessionaire the amount of
$8,382.00 [in accordance with the attached final accounting
statement] within ten (10) days from date of the execution of this
Amendment by all parties. Payment of this amount by the Retrocedent
will extinguish all liabilities under the Retrocession Agreement
for the Retrocedent and the Retrocessionaire. The parties agree and
acknowledge that this amount has been negotiated by the parties at
arms’ length and has been calculated in accordance with
accepted accounting and actuarial standards.
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a.
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Effective as of October 31, 2007, subject to the
terms of this Amendment, the Retrocessionaire shall release and
discharge the Retrocedent from any and all present and future
obligations (including without limitation, obligations associated
with the Reserve Credit Ac
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