[LOGO]
INTEGRITY LIFE INSURANCE COMPANY
WORTHINGTON, OHIO
PRINCIPAL EXECUTIVE OFFICE:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
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Integrity Life Insurance Company, in consideration of the Contribution
specified herein, agrees to make the payments as provided under this
agreement, subject to all provisions of this agreement.
The provisions of this agreement shall be construed in accordance with the
laws of the issuer's state of domicile (that is, Ohio) without regard to the
conflicts of law provision thereof.
Signed by our President and Secretary on the Effective Date.
/s/ [ILLEGIBLE] /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Secretary President
SEPARATE ACCOUNT GROUP ANNUITY CONTRACT
INDEXED INTEREST RATE
NONPARTICIPATING
POLICY FORM NUMBER SAFUNDAGR-INT-97
SCHEDULE PAGE
OWNER - BRAVO Trust Series 1997-1
AGREEMENT NUMBER - IFA00141ST
EFFECTIVE DATE - November 25, 1997
MATURITY DATE - October 15, 2002 (or the latest date to
which this Agreement has been extended
pursuant to Section 8.11 hereof or
such earlier date on which a full
withdrawl under the provisions of the
Custody Agreement (as defined below)
has occurred).
INITIAL CONTRIBUTION - $500,000,000.00
EXPENSE OR SERVICE CHARGES - None (except as may be agreed upon by the
parties hereto)
INTEREST ACCUMULATION PERIODS - Interest payable shall be accumulated
on a quarterly basis as follwos: (i)
the Effective Date through January
14,1998 (the "Initial Stub Period"),
(ii) after the Initial Stub Period,
each quarter thereafter beginning from
15th day of such quarter thereafter
through the 14th day following the end
of such calendar quarter (i.e.,
January 15th through April 14th, April
15th through July 14th, July 15th
through October 14th, October 15th
through January 14th, and (iii) the
stub period, if any, from the 15th day
after the end of the final full
quarter prior to this agreement's
applicable Maturity Date through such
Maturity Date (the "Final Stub
Period").
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INTEREST PAYMENT DATES - Interest shall be paid no later than
noon, Eastern Time, on each October
15th, January 15th, April 15th and
July 15th, and on the Maturity Date,
provided that, if any such day is not
a Business Day, then on the next
Business Day thereafter.
INDEX VALUE - Three Month LIBOR + 25 basis points
(i.e., three month LIBOR + .25%).
Three Month LIBOR (London Interbank
Offered Rate) shall be the British
Bankers Association fixing of the
three month LIBOR rate at 11:00 a.m.
(London time) on that day which is two
LIBOR-Based Business Days prior to the
beginning of the applicable Interest
Accumulation Period, as reported on
Bloomberg L.P.'s Financial Markets
Commodities News ("Bloomberg") under
the Ticker Symbol US0003M, on display
page 3750 (or such other page as may
replace that page on that service) on
the Dow ▇▇▇▇▇ Telerate Service
("Telerate"), or on any other
nationally recognized service approved
by You. Should there be a discrepancy
between the Bloomberg and Telerate
reporting of the three month LIBOR
rate mentioned above, then the
Telerate rate shall be used.
GROUP - Beneficial owners of Trust Certificates
issued by BRAVO Trust Series 1997-1
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TABLE OF CONTENTS PAGE
Section 1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2 Deposit Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3 Credits to and Value of Deposit Fund. . . . . . . . . . . . . . . 4
Section 4 Payments and Withdrawals. . . . . . . . . . . . . . . . . . . . . 5
Section 5 Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 7 Annuity Purchases . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 8 General Provisions. . . . . . . . . . . . . . . . . . . . . . . . 9
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SECTION 1 - DEFINITIONS
1.01 DEFINITIONS
"BUSINESS DAY" means any calendar day that is not (a) a Saturday, (b) a
Sunday, (c) a federally-declared national bank holiday, (d) a
federally-declared national holiday, or (e) an official holiday declared
by and recognized in either The Commonwealth of Kentucky or the State of
Minnesota.
"COMBINED ASSETS" means the Separate Account assets and the Supporting
Separate Account assets held in the Custody Account.
"CONTRIBUTION" means a cash payment pre-approved by Us which You make to
Us, and We accept, for credit to the Deposit Fund.
"CUSTODIAN" means First Trust National Association or its successor
under the Custody Agreement.
"CUSTODY ACCOUNT" means the Main Custodial Account and the Supporting
Custodial Account.
"CUSTODY AGREEMENT" means the custodial agreement among You, Us, the
Custodian and Bayerische Landesbank Girozentrale, New York Branch which
governs the terms of the Custody Account.
"DEPOSIT FUND" means the liability account established by Us on Our
books and records in accordance with Section 2 hereof for the purpose of
providing payments pursuant to Section 4 hereof.
"EARLY CERTIFICATE MATURITY EVENT" has the meaning set forth in the
Custody Agreement.
"EARLY FUNDING AGREEMENT TERMINATION EVENT" has the meaning set forth in
the Custody Agreement.
"EFFECTIVE DATE" means the first Business Day upon which the
Contribution has been received by Us prior to 10:00 a.m. EST, as set
forth on the Schedule Page.
"INTEREST ACCUMULATION PERIOD" means the quarterly period between
scheduled interest payments as set forth on the Schedule Page.
"INTEREST PAYMENT DATES" mean the dates upon which interest payments are
to be made under this agreement as set forth on the Schedule Page.
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"INVESTMENT GUIDELINES" means the guidelines agreed upon from time to
time by Us and the Liquidity Provider for the Senior Securities (subject
to any applicable Rating Agency parameters) which govern the asset
classes and amounts in which the Combined Assets supporting the amount
of the Deposit Fund and any accumulations thereon may be invested.
"LIBOR-BASED BUSINESS DAY" means any day that LIBOR is calculated and
published publicly (electronically or otherwise).
"LIQUIDITY AGREEMENT" means the Standby Trust Certificate Purchase
Agreement dated as of November 25, 1997, among the Trust, Bayerische
Landesbank Girozentrale, New York Branch, and Integrity Life Insurance
Company.
"LIQUIDITY PROVIDER" means Bayerische Landesbank Girozentrale, New York
Branch, or any successor thereto as liquidity provider under the
Liquidity Agreement.
"MAIN CUSTODIAL ACCOUNT" means that certain segregated custodial
sub-account maintained with the Custodian pursuant to the terms of the
Custody Agreement which, in combination with the Supporting Custodial
Account, contains the assets supporting the Deposit Fund.
"MARKET AGENT" means Bayerische Landesbank Girozentrale, New York
Branch, or any successor thereto under the Market Agent Agreement.
"MARKET AGENT AGREEMENT" means the Market Agent Agreement dated the date
hereof between the Market Agent and You.
"MATURITY DATE" refers to the Maturity date set forth on the Schedule
Page.
"RATING AGENCIES" means Standard & Poor's Ratings Services and ▇▇▇▇▇'▇
Investors Service, Inc.
"SCHEDULE PAGE" means the pages designated as such which immediately
follow this agreement's initial, manually signed cover page.
"SENIOR SECURITIES" means the Class A Trust Certificates issued by the
Trust.
"SEPARATE ACCOUNT" means Separate Account IV established by Us pursuant
to the provisions of Section 3907.15 of the Ohio Revised Code to hold,
inter alia, the assets which, in combination with the assets held in the
Supporting Separate Account, support the Deposit Fund.
"SUBORDINATE SECURITIES" means the Class B Trust Certificates issued by
the Trust.
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"SUPPORTING CUSTODIAL ACCOUNT" means that certain segregated custodial
sub-account maintained with the Custodian pursuant to the terms of the
Custody Agreement which holds any amounts contributed to such account in
support of Our payment obligations under this agreement which are
additional to any amounts held in the Main Custodial Account.
"SUPPORTING SEPARATE ACCOUNT" means Separate Account V established by Us
pursuant to the provisions of Section 3907.15 of the Ohio Revised Code
to support Our payment obligations under this agreement which Separate
account shall be additional to, and established in support of, the
Separate Account.
"TRUST" means the BRAVO Trust Series 1997-1.
"WE", "US, AND "OUR" refers to Integrity Life Insurance Company.
"WEEKLY VALUATION" means the valuation of the assets held in the Main
Custodial Account and the Supporting Custodial Account which is to be
performed by the Custodian pursuant to the Custody Agreement on a weekly
basis and to be provided to You on the last Business Day of each week
during the term of this Agreement.
"YOU", "YOUR", AND "YOURS", refers to the Owner named on the Schedule
Page.
SECTION 2 - DEPOSIT FUND
2.01 CONTRIBUTIONS
A Deposit Fund shall be established by Us on Our books and records
upon receipt by Us of the payment of the Initial Contribution.
Contributions shall be credited to the Deposit Fund (i) on the date
received by the Custodian if prior to 12:00 NOON, Eastern Standard
Time, provided that notice is received by the Custodian in writing
at least one day prior thereto and (ii) otherwise on the following
Business Day.
2.02 STATEMENTS
Once a week on the last Business Day of the week, We will provide or
cause to be provided to You, the Liquidity Provider and any other
person You or the Liquidity indicates to Us a statement comparing
the market value of the Combined Assets with the amount of the
Deposit Fund, both compared as of the penultimate Business Day of
such week. In addition, We will cause the Custodian to supply You
and Us a copy of (or electronic access to) the Weekly Valuation
promptly upon its completion.
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2.03 CURRENCY
All payments of cash made to or by Us shall be payable in U.S
Dollars.
SECTION 3 - CREDITS TO AND VALUE OF DEPOSIT FUND
3.01 INDEX VALUE
The Daily Factor used to determine interest credited hereunder
shall be calculated as follows: DAILY FACTOR = (INDEX VALUE) /360.
3.02 AMOUNT OF DEPOSIT FUND
On the 15th day following the end of any calendar quarter (except any
quarter following the Maturity Date), the amount of the Deposit
Fund shall be equal to (a), plus (b), minus (c) minus (d), where;
(a) is the amount of the Deposit Fund as of the close of business
on, as applicable, the Effective Date (in the case of the first
such determination hereunder) or the 15th day following the end of
the previous calendar quarter (i.e., October 15th in the case of a
January 15 determination, January 15th in the case of an April
15th determination, April 15th in the case of a July 15th
determination, and July 15th in the case of an October 15th
determination);
(b) is (a) times the actual number of days in the previous
Interest Accumulation Period times the Daily Factor applicable to
such Interest Accumulation Period;
(c) is any authorized payment, charge or withdrawal during the
previous Interest Accumulation Period; and
(d) is (c) times the Daily Factor applicable to such Interest
Accumulation Period times the actual number of days from the date
such payment, charge or withdrawal was effective through the end of
such Interest Accumulation Period, inclusive.
Interest shall be credited daily and paid out in cash on the
Interest Payment Dates. On any day other than the 15th day of a
quarter, the amount of the Deposit Fund shall be determined on a
basis consistent with that used in this Section 3.02. The amount
of the Deposit Fund will never be less than the total amount of the
Initial Contribution; plus interest credited; less payments and
withdrawals with interest (based on the Index Value).
3.03 NONPARTICIPATING
This is a nonparticipating contract. It will not share in Our
surplus or profit. Our obligation to credit interest to the amount
of the Deposit Fund is absolute and unconditional and does not
depend on Our surplus or profit. If the Combined Assets are
insufficient to pay You the
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amount of the Deposit Fund, then We have an obligation to pay any
such shortfall from Our general account.
SECTION 4 - PAYMENTS AND WITHDRAWALS
4.01 PAYMENTS
Interest payments shall be made on the Interest Payment Dates.
Except as set forth in Section 6.01 hereof, the then-existing
amount of the Deposit Fund shall be paid on the Maturity Date.
4.02 PAYEE
We will make all payments to the payee You designate in writing,
unless prohibited by law.
4.03 METHOD OF PAYMENT
Payments shall be charged against the Deposit Fund as of the date
they are made. Payments (other than to purchase annuities) shall
be made by wire transfer. If on a due date the Federal Reserve
Wire Transfer system is closed, payment will be made on the first
Business Day such system is subsequently open.
4.04 WITHDRAWALS
Withdrawal of the assets supporting the Deposit Fund prior to the
maturity of this agreement may not be made except as provided in the
Custody Agreement, as it may be amended from time to time, and
shall be made at the times required for such withdrawals by the
Custody Agreement, as so amended.
4.05 CERTIFICATION OF TRANSFERS AND WITHDRAWALS
Prior to or concurrently with the allocation of a transfer of any
general account asset of Integrity to the Separate Account or the
Supporting Separate Account and the transfer of such assets to the
Main Custodial Account and the Supporting Custodial Account, we
shall deliver a certificate to the Custodian and Rating Agencies to
the effect that:
1. The allocation and transfer have been approved by the
superintendent of insurance of Our then-current state of domicile;
or
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2. The allocation and transfer are made solely to support the
guarantees of the policies, annuities, or other contracts identified
with the Separate Account and the Supporting Separate Account; and
in addition that:
(i) such transfer is of cash or securities having a readily
determinable market value;
(ii) no Early Certificate Maturity Event has occurred and is
continuing;
(iii) Integrity has received fair consideration for such transfer
under this agreement; and
(iv) Integrity is not insolvent.
Prior to or concurrent with a withdrawal by Integrity of any cash from
the Separate Account or the Supporting Separate Account or from the Main
Custodial Account or the Supporting Custodial Account, we shall deliver
a certificate to the Custodian and the Rating Agencies to the effect
that:
1. (i) The withdrawal is approved by such superintendent of
insurance; or
(ii) The withdrawal is of amounts previously allocated to the
Separate Account or the Supporting Separate Account which
are no longer needed to support the guarantees of the
policies, annuities, or other contracts identified
therewith; and in addition that:
(A) such withdrawal is of cash;
(B) no Early Certificate Maturity Event has occurred and is
continuing; and
(C) Integrity is not insolvent.
2. The withdrawal will not result in the market value (as determined by
the Custodian) of the assets in the Separate Account and the
Supporting Separate Account falling below 102% of the
then-applicable value of the Deposit Fund.
SECTION 5 - SEPARATE ACCOUNTS
5.01 NATURE OF THE SEPARATE ACCOUNTS
We shall allocate the Initial Contribution to the Separate Account, and
transfer same to the Main Custodial Account, immediately upon receipt.
Concurrently therewith We shall
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allocate an additional $10 million to the Supporting Separate Account and
transfer same to the Supporting Custodial Account. As a result, the
Combined Assets equal to the reserves and other contractual liabilities
under this agreement shall not be chargeable with liabilities arising
out of any other business of Ours. In addition, the income, gains, and
losses on such assets shall only be credited to or charged against the
assets held in the respective Separate Accounts without regard to Our
other income, gains or losses. Under Ohio law (and subject to the
foregoing stipulations), We will own the assets placed in the Separate
Account and the Supporting Separate Account, and We will not be, or hold
ourselves out to be, a trustee in respect of such assets.
5.02 REQUIRED ASSET MAINTENANCE LEVEL
Subject to the provisions of Section 2.7(a)(ii)(B) of the Custody
Agreement, during the term of this Agreement the market value of the
Combined Assets (based upon the then-applicable Weekly Valuation) shall
be maintained at not less than 102% of the then-applicable amount of
the Deposit Fund (the "Required Asset Maintenance Level"), provided,
however, that after the date hereof it shall not be a breach of this
agreement or an "Early Certificate Maturity Event" or a "Margin Deficit"
under the Custody Agreement as long as Integrity maintains the market
value of the Combined Assets at no more than $1 million below the
Required Asset Maintenance Level. In the event that the market value of
the Combined Assets declines below the Required Asset Maintenance Level
in an amount greater than $1 million, We shall within the time period
required by the Custody Agreement add sufficient additional assets to
the Supporting Custodial Account so that the market value of the
Combined Assets is again equal to or greater than the Required Asset
Maintenance Level.
SECTION 6 - TERMINATION
6.01 PROCEDURE AND TIMING
Upon the occurrence of an "Early Certificate Maturity Event" or an "Early
Funding Agreement Termination Event", on the appropriate dates set forth
in Section 2.8 of the Custody Agreement, the Custodian shall pay the
then-applicable amount of the Deposit Fund to You. Except upon payment
of the full then-applicable amount of the Deposit Fund as set forth in the
preceding sentence, this Agreement shall not be terminated prior to the
Maturity Date.
6.02 EFFECT OF TERMINATION
On and after the date written notice of termination is received by us:
(1) No further Contributions shall be pre-approved or accepted by Us
under this agreement except upon Our written consent; and
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(2) We shall continue to credit the Deposit Fund with interest as
described in Section 3 hereof, up to but not including the date of
termination.
6.03 METHOD OF DISTRIBUTION
Subject to the provisions of Section 8.12 hereof, the amount of the
Deposit Fund as determined by such Section 3 shall be paid to You in
cash in one lump sum, or by another method if mutually agreed upon by Us
and You.
6.04 DISCHARGE OF LIABILITY
Full distribution of assets equal to the amount of the Deposit Fund by
Us in accordance with this Section 6 or Section 4 hereof shall
constitute a full discharge of Our liability with respect to this
Agreement.
SECTION 7 - ANNUITY PURCHASES
7.01 PURCHASE PROVISIONS
Upon Your duly authorized written direction, We shall apply cash
payments to purchase an annuity or annuities for such person or persons
who are members of the Group in such manner and amounts and upon such
terms and conditions as are specified by You and agreed upon by Us. Such
annuity shall be purchased on the date of the cash payment at Our annuity
purchase rate in effect on that date.
7.02 MAXIMUM ANNUITY PURCHASE RATES
The maximum annuity purchase rate at attained age 65 is $191.20 per each
$1.00 if monthly benefit guaranteed to be paid for 10 years, and for as
long thereafter as the designated life survives. This rate does not
include premium taxes, if any.
Actual purchase rates available at the time of an annuity election may
result in a larger benefit amount. In no case will these purchase rates
exceed the maximum rates. Additional payment plans may also be
available.
7.03 SMALL ANNUITIES
We reserve the right to make annuity payments at three-, six-, or
twelve-month intervals, or in a single lump sum, if necessary to comply
with Our minimum payment rules in effect at the time the annuity option
is selected.
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7.04 PROOF OF AGE AND SURVIVAL
We reserve the right to request proof that any person or persons for
whom an annuity has been requested is living on the date of the cash
payment. We also reserve the right to request proof of age of any such
person or persons.
7.05 SUPPLEMENTAL CONTRACTS
We shall issue to the Owner for delivery to each person for whom an
annuity has been provided or purchased pursuant to this agreement a
supplemental contract summarizing the principal provisions of such
annuity.
SECTION 8 - GENERAL PROVISIONS
8.01 SYNCHRONIZED MATURITY PERIODS
Each maturity period applicable to the Senior Securities shall end on an
Interest Payment Date. You agree that, although You or any Market Agent
with respect to the Senior Securities may from time to time change the
length of the maturity period(s), all Senior Securities issued by You at
any particular time shall have identical (i.e. "synchronized") maturity
periods. Any and all remarketing agents utilized with respect to the
Senior Securities shall be appointed by You in consultation with the
Liquidity Provider but only with Our consent with respect to identity
and compensation, which consent shall not be unreasonably withheld.
8.02 NOTIFICATION OF REMARKETING RESULTS
You agree to notify Us in writing of the results of each failed
remarketing effort with respect to the Senior Securities within a
reasonable time thereafter.
8.03 PRIOR APPROVAL OF USE OF OUR NAME
You agree that You will obtain Our approval of any marketing or other
materials containing references to Our (or Our affiliates') name(s),
logo(s), trademark(s) or product(s) prior to use of such material in any
manner whatsoever.
8.04 ISSUANCE OF SECURITIES
You agree that, during the term of this agreement, the Trust shall not
engage in the issuance of more than $500 million of combined value of
Senior Securities and Subordinated Securities without Our prior
approval. Any securities issued by the Trust shall be without recourse
to any of Our assets. In addition, any Senior Securities issued by the
Trust during
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the term of this agreement (including any and all remarketings thereof)
shall bear interest at a rate equal to a rate that is determined by the
Market Agent, in consultation with the then-current remarketing agent(s)
applicable to the Senior Securities, and Integrity each using their
reasonable good-faith judgment and based upon then-comparable issuers
and securities.
8.05 AMENDMENT OF AGREEMENT
The terms and conditions of this agreement, including, without limitation,
its Maturity Date, may be changed at any time by written agreement
between You (and/or Your designee) and Us. Changes are not valid
unless made in writing and signed by one of Our officers and Your
Trustee. Unless otherwise required by applicable state insurance
regulatory authorities, no amendment may be made if a Rating Agency
determines (after receiving prior written notice of such contemplated
amendment) such amendment would adversely affect the rating it has
assigned to the Senior Securities. If any such amendment is required by
a state insurance regulatory authority and results in one or both of the
Rating Agencies lowering or withdrawing their then-current rating of the
Senior Securities, then the provisions of Section 2.7(a)(iii)(C) of the
Custody Agreement shall be applicable. No agent, broker, or other
representative has the authority to change this agreement or to waive
any of its provisions.
8.06 NOTICE
Any notice, directive, certificate, or other writing required by the
provisions of this agreement to be delivered to Us shall be delivered at
Our Principal Executive Office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Any notice, certification or other writing
required by the provisions of this agreement to be delivered to You
shall be delivered at Your address as designated in writing by You.
8.07 ASSIGNMENT
No resale, transfer, pledge or other assignment shall be effective
without (i) Our consent and Our prior notice to You and the Rating
Agencies, and (ii) Your surrender of this Agreement and our issuance of
a new agreement to the new owner or owners.
8.08 ENTIRE CONTRACT
The entire contract is made up of this agreement, the Schedule Page and
amendments hereto.
8.9 INCONTESTABILITY
We cannot contest this agreement.
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8.10 SEVERABILITY
Any provisions of this agreement which are or become prohibited or
unenforceable in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction, nor shall such
action invalidate or impair the remaining provisions hereof.
8.11 MATURITY
After this Agreement has been in effect for five years, this Agreement
shall be automatically extended for additional one-year periods
beginning at the completion of the then-current period. These
extensions shall occur automatically unless either party hereto notifies
the other party hereto otherwise in writing 60 days prior to the
then-applicable extension date. In no event, however, shall this
Agreement extend beyond October 15, 2007.
8.12 INCORPORATION OF CUSTODY AGREEMENT BY REFERENCE
All provisions of the Custody Agreement are hereby incorporated herein
by reference and made a part hereof.
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