EXHIBIT 99.14
GUARANTY
GUARANTY given by THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
("Guarantor") the sole shareholder of INTEGRITY LIFE INSURANCE COMPANY which is
the sole shareholder of NATIONAL INTEGRITY LIFE INSURANCE COMPANY ("National
Integrity Life") to the policyholders of National Integrity Life.
RECITALS
National Integrity Life has outstanding insurance policies and annuity
contracts and contemplates issuing additional insurance policies and annuity
contracts in the future under which it will incur obligations to policyholders
and contract holders (collectively the "Policyholder Obligations").
The undersigned believes that it is in its best interest and the best
interest of National Integrity Life to guarantee the present and future
Policyholder Obligations of National Integrity Life.
It is therefore agreed:
1. Obligation. The Guarantor hereby absolutely and unconditionally
guarantees the payment of all Policyholder Obligations of National
Integrity Life whether heretofore or hereafter incurred, subject to
the termination provisions set forth below in Section 2. In the event
that National Integrity Life is unable to pay any Policyholder
Obligations within 30 days after the same shall become due, subject to
any policy or contract provision permitting payment extensions, the
Guarantor agrees to pay such obligations on demand without any
deduction for any claim of setoff or counterclaim not provided for in
the policy or contract.
2. Termination. This Guaranty shall terminate as to all Policyholder
Obligations in the event that a majority of the common stock of
National Integrity Life is no longer directly or indirectly held by
the Guarantor or an entity that is a majority owned subsidiary of the
Guarantor. The Guarantor may terminate or modify this Guaranty at any
time; provided, that such termination shall not relieve the Guarantor
from its obligations under this Guaranty with respect to Policyholder
Obligations incurred by National Integrity Life prior to the date of
termination.
3. Subordination of Subrogation Rights. Guarantor subordinates to all
Policyholder Obligations any and all claims which Guarantor has or may
have against National Integrity Life by reason of subrogation for
payments or performance under this Guaranty. The Guarantor agrees not
to assert any such claim which it has or may have against National
Integrity Life until such time as the Policyholder Obligations
guaranteed by Guarantor are fully satisfied.
4. Recapture of Payments. This Guaranty shall not be discharged by any
payment made by National Integrity Life to a policyholder where,
because of the insolvency of National Integrity Life, such payment is
returned to National Integrity Life as a result of legal proceedings
brought by the rehabilitator of National Integrity Life.
5. Waiver. The Guarantor waives notice of acceptance of this Guaranty,
and further waives protest, presentment, demand for payment, notice of
default or nonpayment, notice of dishonor and marshalling assets.
6. Defenses. Guarantor shall have all of the defenses of National
Integrity Life to the Policyholder Obligations, except defenses
relating to the laws governing the insolvency or rehabilitation of
insurance companies. However, Guarantor waives any defense that would
normally release a guarantor from a guaranty.
7. Modification. Subject to Section 2 hereof, this Guaranty may not be
modified without the consent of the policyholders whose policies are
covered by this Guaranty.
8. Successors. This Guaranty shall be binding upon the Guarantor and its
successors and assigns.
9. Controlling Law. This Guaranty shall be governed by and construed
according to the laws of the State of Ohio.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
March 3, 2000.
THE WESTERN AND SOUTHERN
LIFE INSURANCE COMPANY
By: /s/ ▇. ▇. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇, ▇▇. Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
and Comptroller
