exv10w2



 





Exhibit
10.2


3028-00-00




COINSURANCE REINSURANCE AGREEMENT




BETWEEN




SAFECO LIFE INSURANCE COMPANY

(HEREINAFTER CALLED THE
“Ceding
Company”)

Seattle, Washington, USA




and




RGA REINSURANCE COMPANY

(HEREINAFTER CALLED THE
“Reinsurer”)

St.
Louis, Missouri, USA




This
Agreement is Effective January 1, 1998




 









 





Table of Contents




	 	 	 	 	 	 	 
	Article 	 	Title	 	Page
	I

	 	Parties to the Agreement 
	 	 	3	 
	II

	 	Commencement, Termination and Continuance of Reinsurance 
	 	 	3	 
	III

	 	Scope 
	 	 	4	 
	IV

	 	Coverage 
	 	 	5	 
	V

	 	Liability 
	 	 	6	 
	VI

	 	Reinsurance Premiums and Allowances 
	 	 	6	 
	VII

	 	Reserves 
	 	 	7	 
	VIII

	 	Terminations and Reductions
	 	 	7	 
	IX

	 	Policy Alterations 
	 	 	7	 
	X

	 	Policy Administration and Premium Accounting 
	 	 	9	 
	XI

	 	Claims
	 	 	10	 
	XII

	 	Arbitration
	 	 	11	 
	XIII

	 	Insolvency 
	 	 	12	 
	XIV

	 	Right to Inspect
	 	 	12	 
	XV

	 	Unintentional Errors, Misunderstandings or Omissions
	 	 	13	 
	XVI

	 	Choice of Law, Forum and Language 
	 	 	13	 
	XVII

	 	Alterations to the Agreement 
	 	 	13	 
	XVIII

	 	Execution of the Agreement 
	 	 	14	 






	 	 	 	 	 	 	 
	Schedules 	 	 	 	 	 	 
	I

	 	Reinsurance Specifications 
	 	 	15	 
	II

	 	Retention
	 	 	19	 
	III

	 	Business Covered 
	 	 	20	 
	IV

	 	Reinsurance Premiums 
	 	 	21	 
	V

	 	Limits 
	 	 	31	 
	VI

	 	Sample Statement Specifications 
	 	 	32	 
	VII

	 	Sample Policy Exhibit 
	 	 	33	 
	VIII

	 	Definitions 
	 	 	34	 






2









 





Article I




Parties to the Agreement



Reinsurance required by the Ceding Company will be assumed by the Reinsurer as described in
the terms of this Agreement.



This is an Agreement solely between the Reinsurer and the Ceding Company. In no instance will
anyone other than the Reinsurer or the Ceding Company have any rights under this Agreement, and
the Ceding Company is and will remain solely liable to any insured, policyowner, or beneficiary
under the Original Policies reinsured hereunder.



The current general and special policy conditions, the premium schedules, and underwriting
guidelines of the Ceding Company, applying to the business covered by this Agreement as set out in
the Schedules, will form an integral part of this Agreement. Additions or alterations to any of
these conditions or schedules will be reported to the Reinsurer without delay. In the case of
significant changes, both parties to the Agreement must agree to the new reinsurance conditions.




Article II




Commencement, Termination and Continuance of Reinsurance





	1.	 	Agreement Commencement 
	 
	 	 	Notwithstanding the date on which this Agreement is signed, this Agreement will take
effect as from the date shown in the attached Schedule I, and applies to new business
taking effect on and after this date.
	 
	2.	 	Agreement Termination 
	 
	 	 	This Agreement will be in effect for an indefinite period and may be terminated
as to new reinsurance after the first thirty-six (36) months by the Ceding Company,
or by the Reinsurer at any time upon giving ninety (90) days written notice of termination
to the other party. The day the notice is mailed to the other party’s Home Office, or, if
the mail is not used, the day it is delivered to the other party’s Home Office or to an
Officer of the other party will be the first day of the ninety (90) day period.
	 
	 	 	During the ninety (90) day period, this Agreement will continue to operate in accordance with
its terms.
	 
	3.	 	Policy Termination
	 
	 	 	If the Policy is terminated by death, lapse, surrender or otherwise, the reinsurance will
terminate on the same date. If premiums have been paid on the reinsurance for a period
beyond the termination date, refunds will follow the terms as shown in Schedule I.
	 
	 	 	If the Policy continues in force without payment of premium during any days of grace
pending its surrender, whether such continuance be as a result of a Policy provision or a
practice of the Ceding Company, the reinsurance will also continue without payment of
premium and will terminate on the same date as the Ceding Company’s risk terminates.
	 
	 	 	If the Policy continues in force because of the operation of an Automatic Premium Loan
provision, or other such provision by which the Ceding Company receives compensation for its
risk, then the reinsurance will also continue and the Ceding Company will pay the Reinsurer
the reinsurance premium for the period to the date of termination.





3









 





Article II




Commencement, Termination and Continuance of Reinsurance (Continued)







	4.	 	Continuation of Reinsurance
	 
	 	 	On termination of this Agreement in accordance with the provisions in Paragraph two
of this Article, the reinsurance ceded will remain in force subject to the terms and
conditions of this Agreement until their natural expiry.





Article III




Scope





	1.	 	Retention of the Ceding Company
	 
	 	 	The type and amount of the Ceding Company’s retention on any one life is as shown in
Schedule I. In determining the amounts at risk in each case, any additional death benefits
on the same life (e.g. additional term insurance or family income benefits) will be taken
into account, as will the amounts at risk under any other existing policies, at the tune of
commencement, of the policy ceded under this Agreement.
	 
	 	 	The Ceding Company may alter its retention in respect of future new business at any tune.
The Ceding Company will promptly notify the Reinsurer of such alteration and its
effective date.
	 
	2.	 	Currency
	 
	 	 	All reinsurance to which the provisions of this Agreement apply will be effected in the
same currencies as that  expressed in the Original Policies and as shown in Schedule I.
	 
	3.	 	The Reinsurer’s Share
	 
	 	 	The Reinsurer’s Share is as shown in Schedule I.
	 
	4.	 	Basis of Reinsurance
	 
	 	 	Plans of insurance listed in Schedule I will be reinsured on the basis described in
Schedule I, using the rates given in the Rate Table as shown in Schedule I. 
	 
	5.	 	Reinsurance Allowances
	 
	 	 	The Reinsurer will pay to the Ceding Company the reinsurance allowance, if any, as
shown in Schedule I. If any reinsurance premiums or installments of reinsurance premiums
are returned to the Ceding Company, any corresponding reinsurance allowance previously
credited to the Ceding Company, will be reimbursed to the Reinsurer.
	 
	6.	 	Premium Rate Guarantee
	 
	 	 	Premium Rate Guarantees, if any, are as shown in Schedule I.
	 
	7.	 	Policy Fees
	 
	 	 	Policy fees, if any, are as shown in Schedule I.





4









 





Article III




Scope (Continued)





	8.	 	Taxes
	 
	 	 	Taxes, if any, are shown in Schedule I.
	 
	9.	 	Experience Refund or Profit Commission
	 
	 	 	If an experience refund or profit commission is payable under this Agreement, the
conditions and formula are as shown in Schedule I.
	 
	10.	 	Expense of the Original Policy
	 
	 	 	The Ceding Company will bear the expense of all medical examinations, inspection fees
and other charges incurred in connection with the original policy.





Article IV




Coverage




 Automatic Provisions





For each risk on which reinsurance is ceded, the Ceding Company’s retention at the
time of issue will take into account both currently issued and previously issued policies.




The Ceding Company must cede and the Reinsurer must automatically accept reinsurance, if all
of the following conditions are met for each life:




	 	1.	 	Retention
	 
	 	 	 	The Ceding Company has retained its limit of retention as shown in Schedule I;
and
	 
	 	2.	 	Plans and Riders
	 
	 	 	 	The basic plan or supplementary benefit, if any, is shown in Schedule I; and
	 
	 	3.	 	Automatic Acceptance Limits
	 
	 	 	 	The underwriting class, age, minimum reinsurance amount, binding amounts and
jumbo limits fall within the automatic limits as shown in Schedule I; and
	 
	 	4.	 	Underwriting
	 
	 	 	 	The risk is underwritten according to the Ceding Company’s Standard Guidelines;
and
	 
	 	 	 	The Ceding Company has never made facultative application for reinsurance on the
same life to the Reinsurer or any other Reinsurer; and
	 
	 	5.	 	Residence
	 
	 	 	 	The risk is a resident of the Countries, as shown in Schedule I.





5









 





Article IV




Coverage (Continued)





Automatic Provisions (Continued)





If, for a given application, the Ceding Company cannot comply with the automatic
reinsurance conditions described above, or if the Ceding Company submits the application to
other Reinsurers for their facultative assessment, the Ceding Company can submit this
application to the Reinsurer on a facultative basis.



Facultative Provisions





The Ceding Company will send copies of the original applications, all medical
reports, inspection reports, attending physician’s statement, and any additional
information pertinent to the insurability of the risk to the Reinsurer.




The Ceding Company will also notify the Reinsurer of any underwriting information requested
or received after the initial request for reinsurance is made. For policies which contain
automatic increase provisions, the Ceding Company will inform the Reinsurer of the initial
and ultimate risk amounts for which reinsurance is being requested, or in the case of
indexed amounts, the basis of the indexing.




On a timely basis, the Reinsurer will submit a written decision to the Ceding Company. In
no case will the Reinsurer’s offer on facultative submissions be open after 120 days have
elapsed from the date of the Reinsurer’s offer to participate in the risk. Acceptance of
the offer and delivery of the policy according to the rules of the Ceding Company must
occur within 120 days of the final reinsurance offer. Unless the Reinsurer explicitly
states in writing that the final offer is extended, the offer will be automatically
withdrawn at the end of day 120.




The Reinsurer will not be liable for proceeds paid under the Ceding Company’s conditional
receipt or temporary insurance agreement for risks submitted on a facultative basis.



Article V




Liability



The liability of the Reinsurer for all claims within automatic cover and all claims arising
after facultative acceptance as described in Article IV, will commence simultaneously with that of
the Ceding Company and will cease at the same tune as the liability of the Ceding Company ceases.




Article VI 




Reinsurance Premiums And Allowances





	1.	 	Life Reinsurance
	 
	 	 	Premiums for Life and Supplemental Benefit reinsurance will be as shown in Schedule I.
	 
	2.	 	Substandard Premiums
	 
	 	 	Premiums will be increased by any (flat) extra premium or substandard premium as shown
in Schedule I, charged the insured on the face amount initially reinsured.





6









 





Article VI




Reinsurance Premiums And Allowances (Continued) 





	3.	 	Supplemental Benefits
	 
	 	 	The Reinsurer will receive a proportionate share of any premiums for additional
benefits as shown in Schedule I, as well as for any extra premiums the Ceding Company may
collect for the coverage of special risks (traveling, climate, occupation, etc.). This
share will be based on the ratio between the amount at risk and the total initial benefits
insured and will remain constant throughout the entire period of premium payment.





Article VII




Reserves



Reserve requirements of the Ceding Company, if any, are as shown in Schedule I.




Article VIII




Terminations and Reductions



Terminations or reductions will take place in accordance with the following rules in order of
priority:





	1.	 	The Ceding Company must keep its initial or recaptured retention on the policy.
	 
	2.	 	Termination or reduction of a wholly reinsured policy will not affect other reinsurance inforce.
	 
	3.	 	A termination or reduction on a wholly retained case will cause an equal reduction in
existing automatic reinsurance with the oldest policy being reduced first.
	 
	4.	 	A termination or reduction will be made first to reinsurance of partially reinsured policies
with the oldest policy being reduced first.
	 
	5.	 	If the policies are reinsured with multiple reinsurers, the reinsurance will be reduced by
the ratio of the amount of reinsurance in each company to the total outstanding reinsurance on
the risk involved.
	 
	6.	 	When a policy is reinstated, reinsurance will be reinstated as if the lapse or reduction had not
occurred.





Article IX




Policy Alterations 





	1.	 	Reinstatement
	 
	 	 	Any policy originally reinsured in accordance with the terms and conditions of this
Agreement by the Ceding Company may be automatically reinstated with the Reinsurer as long
as the policy is reinstated in accordance with the terms and rules of the Ceding Company.
Any policy originally reinsured with the Reinsurer on a facultative basis which has been in
a lapsed status for more than ninety (90) days must be submitted with underwriting
requirements and approved by the Reinsurer before it is reinstated. The Ceding Company will
pay the Reinsurer its share of amounts collected or charged for the reinstatement of such
policies.





7









 





Article IX




Policy Alterations (Continued)





	2.	 	Extended Term and Reduced Paid-Up Additions
	 
	 	 	Changes as a result of extended term or reduced paid-up insurance will be handled like
reductions.
	 
	3.	 	Exchanges or Conversions 
	 
	 	 	An exchange or conversion is a new policy replacing a policy issued earlier by the
Ceding Company or a change in an existing policy that is issued or made either:






	 	1.	 	Under the terms of the original policy, or,
	 
	 	2.	 	Without the same new underwriting information the Ceding Company would obtain
in the absence of the original policy,
	 
	 	3.	 	Without a suicide exclusion period, or contestable period of equal duration, to
those contained in new issues by the Ceding Company, or
	 
	 	4.	 	Without the payment of the same allowances in the first year, that the Ceding
Company would have paid in the absence of the original policy.






	 	 	Exchanges or Conversions will be reinsured under this Agreement only if the original policy
was reinsured with the Reinsurer; the amount of reinsurance under this Agreement will not
exceed the amount of the reinsurance on the original policy with the Reinsurer immediately
prior to the exchange or conversion. Premiums will be as shown in Schedule I.






			
	Note:	 	An original date policy Reissue will not be treated as a continuation of the original
policy. It will be treated as a new policy and the original policy will be treated as Not
Taken. All premiums previously paid to the Reinsurer for the original policy will be refunded
to the Ceding Company. All premiums will be due on the new policy from the original issue date
of the old policy.






			
	Note:	 	Re-Entry, e.g. wholesale replacement and similar programs are not covered under this
Article. If Re-Entry is applicable to this treaty, then it will be covered in Schedule I.





8









 





Article X




Policy Administration and Premium Accounting 





	1.	 	Accounting Period and Premium Due
	 
	 	 	The Ceding Company will submit accounts to the Reinsurer, for reporting new business,
alterations, terminations, renewals, claims, and premium due, as shown in Schedule I.
	 
	2.	 	Accounting Items
	 
	 	 	The accounts will contain a list of premiums due for the current accounting period,
explain the reason for each premium payment, show premium subtotals adequate to use for
premium accounting, including first year and renewal year premiums and allowances. The
account information should provide the ability to evaluate retention limits, premium
calculations and to establish reserves.
	 
	3.	 	Reinsurance Administration Requirements
	 
	 	 	Reinsurance Administration Requirements are as shown in Schedule I.
	 
	4.	 	Payment of Balances
	 
	 	 	The Ceding Company will pay any balance due the Reinsurer, at the same time as the
account is rendered, but in all cases, by the Accounting and Premium Due frequency as shown
in Schedule I. The Reinsurer will pay any balance due the Ceding Company, at the same time
as the account is confirmed, however, at the latest, within thirty (30) days after receipt
of the statement of account. Should the Reinsurer be unable to confirm the account in its
entirety, the confirmed portion of the balance will be paid immediately. As soon as the
account has been fully confirmed, the difference will be paid immediately by the debtor.
All balances not paid within thirty (30) days of the due date shown on the statement will
be in default.
	 
	5.	 	Balances in Default
	 
	 	 	The Reinsurer will have the right to terminate this Agreement, when balances are in
default, by giving ninety (90) days written notice of termination to the Ceding Company. As
of the close of the last day of this ninety (90) day notice period, the Reinsurer’s
liability for all risks reinsured under this Agreement will terminate. The first day of
this ninety (90) day notice of termination, resulting from default as described in
paragraph four of this Agreement, will be the day the notice is received in the mail by the
Ceding Company, or if the mail is not used, the day it is delivered to the Ceding Company.
If all balances in default are received within the ninety (90) day time period, the
Agreement will remain in effect. The interest payable on balances in default is stipulated
as shown in Schedule I.
	 
	6.	 	Offset
	 
	 	 	Any amounts due, by either of the parties to this Agreement, whether they arise out of
this Agreement, or out of any other reinsurance relationship between the parties, may be
offset against the claims of the other party. This right will continue to exist after the
termination of this Agreement, or of any business relationship between the parties.





9









 





Article XI




Claims





	1.	 	Notice
	 
	 	 	The Ceding Company will promptly notify the Reinsurer of all claims.
	 
	2.	 	Proofs
	 
	 	 	In every case of loss, copies of the proofs obtained by the Ceding Company will be
taken by the Reinsurer as sufficient. Copies thereof, together with proof of the amount
paid on such claim by the Ceding Company will be furnished to the Reinsurer when requesting
its share of the claim.
	 
	3.	 	Payment of Benefits
	 
	 	 	The Reinsurer will pay its share of all payable claims, however, if the amount
reinsured with the Reinsurer is more than the amount retained by the Ceding Company and the
claim is contestable, all papers in connection with such claim, including all underwriting
and investigation papers, must be submitted to the Reinsurer for its recommendation before
admission of any liability on the part of the Ceding Company.
	 
	 	 	If the amount of insurance changes because of a misstatement of rate classification, the
Reinsurer’s share of reinsurance liability will change proportionately.
	 
	4.	 	Contested Claims
	 
	 	 	The Ceding Company will notify the Reinsurer of its intention to contest, compromise,
or litigate a claim. Unless it declines to be a party to such action, the Reinsurer will
pay its share of any settlement up to the maximum that would have been payable under the
specific policy had there been no controversy plus its share of specific expenses, except
as specified below.
	 
	5.	 	Claims Expenses
	 
	 	 	If the Reinsurer declines to be a party to the contest, compromise, or litigation of
a claim, it will pay its full share of the amount reinsured, as if there had been no
contest, compromise, or litigation, and its proportionate share of covered expenses
incurred to the date, from the date it notifies the Ceding Company it declines to be a
party.
	 
	6.	 	Extra Contractual Obligations
	 
	 	 	In no event will the following categories of expenses or liabilities be reimbursed:







	 	a.	 	Routine investigative or administrative expenses;
	 
	 	b.	 	Salaries of employees or other internal expenses of the Ceding Company or the
original issuing Companies;
	 
	 	c.	 	Extra contractual damages, including punitive damages and exemplary damages; or
	 
	 	d.	 	Expenses incurred in connection with a dispute or contest arising out of
conflicting or any other claims of entitlement to policy proceeds or benefits.





10









 





Article XII




Arbitration 





	1.	 	General
	 
	 	 	The parties agree to act in all things with the highest good faith. However, if the
parties cannot mutually resolve a dispute or claim, which arises out of, or in connection
with this Agreement, including formation and validity, and whether arising during, or after
the period of this Agreement, the dispute or claim will be referred to an arbitration
tribunal (a group of three arbitrators), and settled through arbitration.
	 
	 	 	The arbitrators will be individuals, other than from the contracting companies, including
those who have retired, with more than ten (10) years insurance or reinsurance experience
within the industry.
	 
	 	 	The arbitrators will base their decision on the terms and conditions of this Agreement
plus, as necessary, on the customs and practices of the insurance and reinsurance industry
rather than solely on a strict interpretation of the applicable law; there will be no
appeal from their decision, and any court having jurisdiction of the subject matter, and
the parties, may reduce that decision to judgment.
	 
	2.	 	Notice
	 
	 	 	To initiate arbitration, either party will notify the other party by Certified Mail
of its desire to arbitrate, stating the nature of the dispute and the remedy sought. The
party to which the notice is sent, will respond to the notification in writing, within ten
(10) days of its receipt.
	 
	3.	 	Procedure
	 
	 	 	Each of the two parties will appoint one arbitrator, and these two arbitrators will
select the third arbitrator. Upon the selection of the third arbitrator, the arbitration
tribunal will be constituted, and the third arbitrator will act as Chairman of the
tribunal.
	 
	 	 	If either party fails to appoint an arbitrator within sixty (60) days after the other party
has given notice of appointing an arbitrator, then the Arbitration Association, as shown in
Schedule I, will appoint an arbitrator for the party that has failed to do so.
	 
	 	 	The party that has failed to appoint an arbitrator will be responsible for all expenses
levied by the Arbitration Association, for such appointment. Should the two arbitrators be
unable to agree on the choice of the third arbitrator, then the appointment of this
arbitrator is left to the Arbitration Association. Such expense shall be borne equal by
each party to this Agreement.
	 
	 	 	The tribunal, may in its sole discretion make orders and directions as it considers to be
necessary for the final determination of the matters in dispute. Such orders and directions
may be necessary with regard to pleadings, discovery, inspection of documents, examination
of witnesses and any other matters relating to the conduct of the arbitration. The
tribunal, will have the widest discretion permissible under the law, and practice of the
place of arbitration, when making such orders or directions.
	 
	4.	 	Arbitration Costs
	 
	 	 	All costs of the arbitration will be determined by the tribunal, which may take into
account the law and practice of the place of arbitration, and in what manner arbitration
costs will be paid, and by whom.





11









 





Article  XII




Arbitration (Continued)





	5.	 	Place of Arbitration
	 
	 	 	The place of arbitration is as shown in Schedule I.
	 
	6.	 	Arbitration Settlement
	 
	 	 	The award of the tribunal, will be in writing, and binding upon the consenting
parties.





Article XIII




Insolvency 



In the event of the insolvency of the Ceding Company, all reinsurance will be payable
directly to the liquidator, receiver, or statutory successor of the Ceding Company without
diminution.



In the event of insolvency of the Ceding Company, the liquidator, receiver, or statutory successor
will immediately give written notice to the Reinsurer of all pending claims against the Ceding
Company on any policies reinsured. While a claim is pending, the Reinsurer may investigate and
interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or
defenses which it may deem available to the Ceding Company or its liquidator, receiver, or
statutory successor. The expense incurred by the Reinsurer will 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 the Reinsurer. 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 will be apportioned in accordance with the terms of the reinsurance agreement as
though such expense had been incurred by the Ceding Company.



Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against,
either the Reinsurer or the Ceding Company, with respect to this Agreement or with respect to any
other claim of one party against the other, are deemed mutual debts or credits, as the case may
be, and will be offset, and only the balance will be allowed or paid.




Article XIV




Right To Inspect



Upon request the Ceding Company will furnish the Reinsurer with detailed information
concerning the risks reinsured under this Agreement. In particular the Reinsurer will be entitled
to request that:





	1.	 	Copies of the whole or part of any documents relating to the risks and their reinsurance be
made available to the Reinsurer at its own expense;
	 
	2.	 	During the Ceding Company’s normal office hours these documents will be made available to a
representative of the Reinsurer who will be named in advance; notification of such visits will
normally be given two weeks in advance and even in urgent cases at least forty-eight hours in
advance; and
	 
	3.	 	The Reinsurer will have this right of inspection as long as one of the two parties to this
Agreement is claiming from the other.





12









 





Article XV




Unintentional Errors, Misunderstandings or Omissions



It is expressly understood and agreed that if failure to comply with any terms of this
Agreement is hereby shown to be the result of an unintentional error, misunderstanding or
omission, on the part of either the Ceding Company or the Reinsurer, both the Ceding Company and
the Reinsurer, will be restored to the position they would have occupied, had no such error,
misunderstanding or omission occurred, subject always to the correction of the error,
misunderstanding or omission.




Article XVI




Choice of Law, Forum, and Language




 Choice of Law and Forum 



This Agreement, will in all respects be governed by, and construed in accordance with the law
and exclusive jurisdiction of the Courts, as shown in Schedule I.




Article XVII




Alterations
To The Agreement



This reinsurance Agreement constitutes the entire Agreement between the parties, with
respect to the business being reinsured hereunder, and there are no understandings between the
parties other than as expressed in this Agreement. Any alterations to the provisions of this
Agreement will be made by Amendment, Addenda or by correspondence attached to the Agreement
embodying such alterations as may be agreed upon and signed by both parties. These documents will
be regarded as part of this Agreement and will be equally binding.





13









 





Article
XVIII




Execution
of

the Agreement 




In
Witness Of The
Above,




SAFECO LIFE INSURANCE COMPANY




OF




Seattle,
Washington, USA




and




RGA REINSURANCE COMPANY




OF




St.
Louis, Missouri, USA
  


Have
by Their Respective Officers
Executed and delivered
this Agreement in Duplicate on
the Dates Indicated Below:




	 	 	 	 	 
	SAFECO LIFE INSURANCE COMPANY
	 	 
	 	 
	 	 
	
By: 	
 /s/

	 	By: 	/s/ 
	 	 
	 	 
	Title:

	 	Title:
Actuary
	 	 
	 	 
	Date:
 3/11/98
	 	 
	 	 
	 	 
	RGA REINSURANCE COMPANY

	 	 	 
	 	 
	 	 
	By: 	/s/ 
	 	 
	 	 
	 	 
	Title: 
	 	 
	 	 
	 	 
	Date:
 3/11/98