LH00-248D 05/02/01
AMENDMENT NO. 1
The ESCROW AGREEMENT (Ohio State & Investors Guaranty Business) of May 21, 1997
("the Agreement"), between EMPLOYERS REASSURANCE CORPORATION a Kansas
corporation (the "Corporation") and GREAT SOUTHERN LIFE INSURANCE COMPANY a
Texas corporation (the "Company") and BANKERS TRUST COMPANY a New York banking
corporation (the "Escrow Agent"), is hereby amended as follows:
Effective October 1, 2000:
A. GREAT SOUTHERN LIFE INSURANCE COMPANY a Texas corporation is deleted
and THE COLLEGE LIFE INSURANCE COMPANY OF AMERICA a Texas corporation
and its successor (the "Company") is substituted therefor.
B. The funds applicable to this Agreement as of the effective date of this
amendment pertaining to the Company's original 70% interest in the
Coinsurance Treaties (now slightly less than 70% - to be selected in a
manner acceptable to the Corporation and the Company) shall be
transferred by the Escrow Agent to the State Street Bank and Trust
Company a Massachusetts trust company with offices in Kansas City,
Missouri to be held by State Street under its Custodian Agreement
(Contingent ▇▇▇▇▇▇▇ Assets) of January 14, 2000 with the Corporation
and the Company.
C. The funds applicable to this Agreement as of the effective date of this
amendment pertaining to the Corporation's original 30% interest in the
Coinsurance Treaties (now slightly more than 30% - to be selected in a
manner acceptable to the Corporation and the Company) shall remain
subject to this Agreement. The parenthetical description in the title
of this Agreement is changed from "(Ohio State & Investors Guaranty
Business)" to "(ERC Assets)."
D. The second paragraph is deleted from this Agreement and the
following paragraph is substituted therefor:
The Corporation, the Company and the Escrow Agent acknowledge the
following:
(a) The Corporation continues to reinsure the original ceding
insurers in accordance with its Automatic Coinsurance
Reinsurance Agreement of April 16, 1997 with The Ohio State
Life Insurance Company and its Automatic Coinsurance
Reinsurance Agreement of April 16, 1997 with Investors
Guaranty Life Insurance Company (the "Coinsurance Treaties").
(b) The Corporation, and the Company desire to segregate the funds pertaining
to the Corporation's 30% interest in the Coinsurance Treaties.
(c) The Corporation will cause to be deposited into the escrow account for this
Agreement the funds collected after the effective date of this amendment
pertaining to the Corporation's 30% interest in the Coinsurance Treaties.
(d) The Escrow Agent remains willing to act as escrow agent with respect to the
Escrow Fund.
(e) The funds deposited pertaining to the Corporation's 30% interest in the
Coinsurance Treaties shall be held by the Escrow Agent and distributed by
the Escrow Agent in accordance with the terms and conditions of this
Agreement.
E. The Corporation will deposit into the escrow account for this Agreement 30%
of the payments pertaining to the Coinsurance Treaties received by the
Corporation from the original ceding insurers. The Corporation will
withdraw from the escrow account for this Agreement 30% of the payments
pertaining to the Coinsurance Treaties made by the Corporation to the
original ceding insurers.
F. Numbered paragraph 4 (a) is deleted and the following paragraph is
substituted therefor:
(a) For the purpose of administering the Corporation's 30% interest in the Ohio
State and Investors Guaranty portion of the business covered by Coinsurance
Treaties, the Company is entitled (without any specific consent from the
Corporation) to withdraw (and transfer to its administrator) not more than
$4,500,000 per calendar quarter as an advance against the balance due the
original ceding insurers for the same quarter under the Coinsurance
Treaties; provided that no more than $3,000,000 of each quarter's
withdrawal may be used with respect to the Ohio State business and no more
than $1,500,000 may be used with respect to the Investors Guaranty
business. To effect such withdrawal, the Company shall deliver a written
release notice to the Escrow Agent, signed by an authorized person of the
Company, as set forth on Exhibit A attached hereto, and the Escrow Agent
shall make the release within five Business Days.
In all other respects not inconsistent herewith, this Agreement shall remain
unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
in quadruplicate.
EMPLOYERS REASSURANCE THE COLLEGE LIFE INSURANCE
CORPORATION COMPANY OF AMERICA
By:________________________ By:_________________________
Title:______________________ Title:________________________
Date:_______________________ Date:________________________
GREAT SOUTHERN
BANKERS TRUST COMPANY LIFE INSURANCE COMPANY
By:___________________________ By:___________________________
Title:_________________________ Title:_________________________
Date:_________________________ Date:__________________________