SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and Exchange
Commission that it registers under and pursuant to the provisions of Section
8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
Name: THE GUARDIAN SEPARATE ACCOUNT N
Address of Principal business office:
c/o The Guardian Insurance & Annuity Company, Inc.
7 Hanover Square
New York, New York 10004
Telephone Number: 212-598-8000
Name and address of agent for service of process:
Richard T. Potter, Jr., Esq.
The Guardian Insurance & Annuity Company, Inc.
7 Hanover Square
New York, New York 10004
Registrant is filing a Registration Statement pursuant to Section 8(b) of the
Investment Company Act of 1940 concurrently with the filing of Form N-8A:
Yes |X| No |_|
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this notification of registration to be duly signed on its
behalf in the City of New York and the State of New York on the 10th day of
December, 1999.
THE GUARDIAN SEPARATE ACCOUNT N
(Registrant)
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
(Depositor)
By /s/ Richard T. Potter, Jr.
---------------------------------
Richard T. Potter, Jr.
Vice President and Counsel
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
UNDERTAKING PURSUANT TO RULE 484
Under Article VIII of GIAC's By-Laws, as supplemented by Section 3.2 of
GIAC's Certificate of Incorporation, any past or present director or officer of
GIAC (including persons who serve at GIAC's request or for its benefit as
directors or officers of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise [hereinafter referred to
as a "Covered Person"]) is indemnified to the fullest extent permitted by law
against liability and all expenses reasonably incurred by such Covered Person in
connection with any action, suit or proceeding to which such Covered Person may
be a party or otherwise involved by reason of being or having been a Covered
Person. However, this provision does not protect a Covered Person against any
liability to either GIAC or its stockholder to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office. This provision does protect a director of GIAC against
any liability to GIAC or its stockholder for monetary damages or for breach of
fiduciary duty as a director of GIAC, except for liability (i) for any breach of
the director's duty of loyalty to GIAC or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
REPRESENTATION PURSUANT TO SECTION 26
GIAC hereby presents that the fees and charges deducted under the contract, in
the aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by GIAC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The representation pursuant to Section 26 of The Investment Company Act of
1940.
The signatures.
Written consents of the following persons:
Richard T. Potter, Jr., Esq.*
Charles G. Fisher*
PricewaterhouseCoopers LLP*
- ----------
* To be filed by amendment.
II-1
<PAGE>
The following exhibits:
1.A (1) Resolution of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account __.
(2) Not Applicable.
(3)(a), (b)
and (c) Distribution Agreements.
(4) Not Applicable.
(5) Specimen of the Flexible Premium Adjustable Variable Whole
Life Insurance Policy.
(6)(a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
(6)(b) By-laws of The Guardian Insurance & Annuity Company, Inc.
(7) Not Applicable.
(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life Insurance
Company of America and The Guardian Insurance & Annuity
Company, Inc.
(9) Not Applicable.
(10) Form of Application for the Flexible Premium Adjustable
Variable Whole Life Policy.
(11)(a) Memorandum on the Policy's Issuance, Transfer and
Redemption Procedures and on the Method of Computing Cash
Adjustments upon Exchange of the Policy.
2. See Exhibit 1.A(5).
3. (a)Opinion of Richard T. Potter, Jr., Esq.*
3. (b)Consent of Richard T. Potter, Jr., Esq.*
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.*
7. Consent of PricewaterhouseCoopers LLP*
8. Powers of Attorney executed by a majority of the Board of Directors
and certain principal officers of The Guardian Insurance & Annuity
Company, Inc.
- ----------
* To be filed by amendment.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, The
Guardian Separate Account M, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 10th day of December, 1999.
THE GUARDIAN SEPARATE ACCOUNT N
(Name of Registrant)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
By: /s/ Richard T. Potter, Jr
-------------------------------------
Richard T. Potter, Jr
Vice President and Counsel
Attest: /s/ Sheri L. Kocen
---------------------------------
SHERI L. KOCEN
COUNSEL
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following directors and
principal officers of The Guardian Insurance & Annuity Company, Inc. in the
capacities and on the date indicated.
/s/ Joseph D. Sargent* President, Chief Executive Officer
- ----------------------------------- and Director
Joseph D. Sargent
(Principal Executive Officer)
/s/ Frank J. Jones* Executive Vice President, Chief Investment
- ----------------------------------- Officer and Director
Frank J. Jones
(Principal Financial Officer)
/s/ Edward K. Kane* Executive Vice President
- ----------------------------------- and Director
Edward K. Kane
/s/ Frank L. Pepe Vice President and Controller
- -----------------------------------
Frank L. Pepe
(Principal Accounting Officer)
/s/ Philip H. Dutter* Director
- -----------------------------------
Philip H. Dutter
/s/ Arthur V. Ferrara* Director
- -----------------------------------
Arthur V. Ferrara
/s/ Leo R. Futia* Director
- -----------------------------------
Leo R. Futia
/s/ Peter L. Hutchings* Director
- -----------------------------------
Peter L. Hutchings
/s/ William C. Warren* Director
- -----------------------------------
William C. Warren
*By: /s/ Richard T. Potter, Jr. Date: December 10, 1999
---------------------------------
Richard T. Potter, Jr.
Vice President and Counsel
Pursuant to Power of Attorney
II-4
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT N
EXHIBIT INDEX
Exhibit
Number Description Page*
1. A(1) Resolutions of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account N.
1. A(3)(a)(b) Forms of Distribution Agreements.
and (c)(d)
and (e)
1. A(5) Specimen of the Flexible Premium Adjustable Variable Whole Life
Insurance Policy.
1. A(6)(a) Certificate of Incorporation of The Guardian Insurance
& Annuity Company, Inc.
(b) By-Laws of The Guardian Insurance & Annuity Company,
Inc.
1. A(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life
Insurance Company of America and The Guardian Insurance
& Annuity Company, Inc.
1. A(10) Form of Application for the Flexible Premium Adjustable Variable
Whole Life Insurance Policy.
1. A(11) Memorandum on the Policy's Issuance, Transfer and
Redemption Procedures and on the Method of Computing
Cash Adjustments upon Exchange of the Policy.
8. Powers of Attorney executed by the Board of Directors
and certain principal officers of The Guardian
Insurance & Annuity Company, Inc.
GIAC Board Resolutions Relating to New
Variable Life Product
RESOLVED, that the Board of Directors of The Guardian Insurance &
Annuity Company, Inc. (the "Company") establishes, pursuant to Section 2932 of
the Delaware Insurance Code, a separate account to be designated THE GUARDIAN
SEPARATE ACCOUNT N (hereinafter in these resolutions referred to as the
"Account") to serve as a segregated asset account to receive, hold and invest
amounts arising from (a) premiums paid for the variable life insurance policies
issued by the Company through the Account (the "Policies"); and (b) such assets
of the Company as the proper officers of the Company may deem prudent and
appropriate to have invested in the same manner as the assets applicable to its
reserve liability under the Policies and lodged in the Account, and such
amounts, together with the dividends, interest and gains produced thereby shall
be invested and reinvested, subject to the rights of the holders of such
Policies, in units of the Account at the value of such units at the time of
acquisition; and it is further
RESOLVED, that the Board of Directors hereby approves the offering through
the Account, as investment options for Policyowner allocations, of such
open-end management investment companies registered with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940
Act") and such other investment options as the officers of the Company deem
appropriate; and it is further
RESOLVED, the Account shall be registered as a unit investment trust under
the 1940 Act and the Securities Act of 1933 ("the 1933 Act"), and that the
officers of the Company be and they hereby are authorized to sign and file with
the SEC, or cause to be signed and filed with the SEC, a registration statement
on behalf of the Account, as registrant, under the 1933 Act ("1933 Act
Registration") together with any exemptive applications, no-action requests or
other documents as they may deem necessary to effectuate registration of the
units of the Account; and it is further
<PAGE>
RESOLVED, that the officers of the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC,
amendments of such 1933 Act Registration or other documents as they may deem
necessary or advisable from time to time respecting the Account; and it is
further
RESOLVED, that the signature of any director or officer of the Company
required by law to affix his signature to such 1933 Act Registration, or to any
amendment thereof, may be affixed by said director or officer personally, or by
an attorney-in-fact duly constituted in writing by said director or officer by a
power of attorney to sign his name thereto; and it is further
RESOLVED, that the officers of the Company are authorized and directed to
employ Guardian Investor Services Corporation to serve as distributor of the
Policies and to prepare any and all agreements as they may deem necessary or
desirable for the provision of such services to the Account with the advice of
counsel, subject to final approval by the Board of Directors of the Company or
by the Executive Committee of the Board; and it is further
RESOLVED, that the officers of the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC, such
periodic reports under the 1940 Act respecting the Account as they may deem
necessary or advisable from time to time; and it is further
RESOLVED, that the Board of Directors of the Company authorizes $100,000
in the aggregate be deposited into the Account as "seed capital" to commence its
operations and that the officers of GIAC are given discretion as to the timing
of such deposit of seed capital; and it is further
RESOLVED, that the Company shall abide by the conditions imposed by the
SEC and set forth in Investment Company Act Release Number 14685 (August 20,
1985) regarding the offer of shares of registered open-end management investment
companies to multiple Company separate accounts in connection with the operation
of the Account; and it is further
RESOLVED, that the officers of the Company be and they hereby are
authorized to take whatever steps that may be necessary or desirable, with the
advice of counsel, to comply with such laws and regulations of the several
states as may be applicable to the establishment of the Account and the sale of
the Policies; and it is further
RESOLVED, that the officers of GIAC be and they hereby are authorized, in
the name and on behalf of the Company, to execute and deliver such corporate
documents and certificates and to take such further action as may be necessary
or desirable, with the advice of counsel, in order to effectuate the purposes of
the foregoing resolutions.
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF GENERAL AGENCY
Agreement made this _________ day of ____________, 19___ by and between The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and
a wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 7 Hanover Square, New
York, New York, 10004 and ________________ ("Principal").
1. The undersigned Principal is presently a General Agent of Guardian Life in
accordance with an Agreement of General Agency bearing an effective date
of _______________ ("Guardian Life GA Agreement").
2. GIAC hereby appoints the Principal a General Agent of GIAC for the limited
purpose of conducting and overseeing the business relating to GIAC's
Variable Whole Life Insurance Policies with Modified Scheduled Premiums
marketed under the name Park Avenue Life ("PAL") and GIAC's Flexible
Premium Variable Universal Life policy marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the PAL name
and, where necessary or appropriate, this Agreement will distinguish
between them by appending the year of introduction. Currently, there are
two policies marketed under this name - "PAL '95 and PAL '97."
3. The Principal shall at all times be associated with Park Avenue Securities
LLC ("PAS"), a Broker-Dealer registered with the Securities and Exchange
Commission ("SEC") and a member of the National Association of Securities
Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD
Registered Principal and, if the particular jurisdiction requires, shall
be licensed or registered as a securities agent of PAS. The Principal must
at all times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL and VUL contracts occur. The
Principal, his agents, brokers and Field Representatives may solicit for
and sell PAL and VUL contracts in any jurisdiction where such contracts
are filed and approved for sale by the governmental authorities having
jurisdiction, provided the Principal, his agents, brokers and Field
Representatives are all validly licensed, registered or otherwise
qualified as required for the solicitation and sale of the PAL and VUL
contracts in such jurisdictions.
4. To the extent applicable, the Principal shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and local) in
which the Principal, his agents, brokers and Field Representatives solicit
applications for and sell PAL and VUL contracts; (b) federal laws and the
1
<PAGE>
rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules
and procedures of PAS, and (e) the rules and procedures of GIAC. The
Principal understands that failure to comply with such laws, rules,
regulations and procedures may result in disciplinary action against the
Principal by the SEC, a state or other local regulatory agency that has
jurisdiction, the NASD, PAS or GIAC. Before any solicitations or sales of
PAL and VUL are made, the Principal shall become familiar with and abide
by the laws, rules, regulations and procedures of all the above mentioned
agencies or parties as are currently in effect and as they may be changed
from time to time.
5. The Principal shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit the
applications to GIAC through PAS together with all payments received from
applicants without any reductions. The Principal, his agents, brokers and
Field Representatives shall cause all checks or orders for PAL and VUL to
be made payable to GIAC. GIAC shall reject any application that is
submitted by or on behalf of a Principal, his agents, brokers and Field
Representatives not appropriately licensed as required by paragraph 3 of
this Agreement.
6. The Principal, his agents, brokers and Field Representatives shall not
make any statements concerning PAL and VUL except those that are contained
in the current prospectuses for PAL and VUL and the prospectuses for their
underlying variable investment options and they shall not solicit for
applications or make sales through the use of mailings, advertisements or
sales literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written approval of PAS from a Registered Principal whose office
is located in a PAS Office of Supervisory Jurisdiction as that term is
defined by NASD rules.
7. In connection with the Principal's appointment as a GIAC General Agent for
the purpose set forth in paragraph 2 above, the entire Guardian Life GA
Agreement referred to above and attached hereto as the Exhibit, including
all compensation adjustment provisions, is incorporated herein by
reference. Guardian Life GA Agreement compensation provisions that do not
apply to PAL and VUL are as noted below. All references to "Company"
within the Guardian Life GA Agreement shall apply with full force and
effect to GIAC. Additionally, the Registered Representative's Agreement
between the Principal and PAS and the Agent's Agreement between the
Principal and GIAC are incorporated herein by reference and attached
hereto as Exhibits.
8. The Principal shall be paid overriding commissions for sales of PAL and
VUL policies as outlined in Appendix A of this Agreement.
2
<PAGE>
9. Expense Allowance Payment ("EAP") provisions contained in Section 4 and
Appendix G of the Guardian Life GA Agreement shall not apply to PAL and
VUL (except for the use of PAL and VUL first year commissions on policy
premiums in determining the rate that will apply to non-PAL business in
accordance with the provisions contained in Appendix G, Schedule G-II, (B)
2). The Principal shall instead receive EAP on PAL and VUL as outlined in
Appendix B of this Agreement.
10. The Principal shall be paid commissions on personally produced PAL and VUL
business as outlined in of this Agreement .
11. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix D of this Agreement.
12. The Principal shall be responsible to the Company for any indebtedness
resulting from PAL chargebacks applied to PAL business personally produced
by the Principal and to PAL business produced by the agents, brokers and
Field Representatives of the Principal.
13. This Agreement may be terminated as outlined in Section 5 of the Guardian
Life GA Agreement. In addition, it shall be automatically terminated if
the Guardian Life GA Agreement, PAS Registered Representative Agreement or
GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE PRINCIPAL THAT THIS AGREEMENT SHALL NOT
BE EFFECTIVE UNLESS THE PRINCIPAL IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE PRINCIPAL AND THE
AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE PRINCIPAL FOR PAL AND VUL
POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
- ------------------- -------------------------
WITNESS Authorized Company Officer
- ------------------- -------------------------
WITNESS General Agent
3
<PAGE>
APPENDIX A
A. Overriding Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 5% 5% 0.5%
- --------------------------------------------------------------------------------
2 through 5 4% 3% 0.5%
- --------------------------------------------------------------------------------
6 through 10 2% 3% 0.5%
- --------------------------------------------------------------------------------
No overrides on PAL policies shall be payable on PAL policy premiums skipped
under the Premium Skip Option of the PAL policy. If unscheduled payments are
received when policies should be on the Premium Skip Option, renewal overrides
on such payments shall be based on renewal rates of PAL policy premiums applied
up to amounts of premium that correspond to renewal PAL policy premiums that
would otherwise have been paid if not for the Premium Skip Option being in
effect with standard renewal rates on unscheduled payments applied to any
premiums received above such PAL policy premium levels.
B. First Policy Year Overriding Commission Chargebacks on PAL '95 Policies
First policy year overriding commissions on policy premiums shall be charged
back to the Principal on PAL '95 policies that are surrendered or lapsed prior
to the policies having been in force for at least 18 months in accordance with
the following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
4
<PAGE>
APPENDIX B
A. Expense Allowance Payments (Percentages of First Year Commissions)
------------------
Product Rate
------------------
PAL 62%
------------------
VUL 69%
------------------
The term "first year commissions" shall be understood to include first policy
year Field Representative compensation at $13.75 per 1,000 of life production
credits.
B. First Policy Year EAP Chargebacks on PAL '95 Policies
EAP on policy premiums shall be charged back to the Principal on PAL '95
policies that are surrendered or lapsed prior to the policies having been in
force for at least 18 months in accordance with the following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
5
<PAGE>
APPENDIX C
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 50% 45% 3%
- --------------------------------------------------------------------------------
2 through 10 5% 3% 3%
- --------------------------------------------------------------------------------
The first policy year commission rates of 50% on PAL and 45% on VUL shall be
reduced where policies are issued at ages over 70 with actual rates payable
determined by deducting from the figure 120 ages of applicable insureds as of
policy issue dates on PAL polices and by deducting from the figure 115 ages of
applicable insureds as of policy issue dates on VUL policies.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL '95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL '95 policies that are surrendered or lapsed prior to the policies
having been in force for at least 18 months in accordance with the following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
6
<PAGE>
APPENDIX D
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine times the lower target
premium). Any premium amount applied over such lower target premium will
be compensated at excess rates for policy years 2 through 10 and at
service fee rates for policy years 11 and greater.
7
<PAGE>
APPENDIX D (CONTINUED)
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
MEMORANDUM OF AGREEMENT
Agreement made this _________ day of ____________, 19___ by and between The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and
a wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 7 Hanover Square, New
York, New York, 10004 and ________________ ("AGENT").
1. The undersigned Agent is presently a Career Development Manager ("CDM") of
Guardian Life in accordance with a Memorandum of Agreement bearing an
effective date of _______________ ("Guardian Life CDM Agreement").
2. GIAC hereby appoints the Agent CDM of GIAC for the limited purpose of
conducting and overseeing the business relating to GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed under
the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable
Universal Life policy marketed under the name Park Avenue VUL ("VUL").
There may be one or more policies marketed under the PAL name and, where
necessary or appropriate, this Agreement will distinguish between them by
appending the year of introduction. Currently, there are two policies
marketed under this name -- "PAL '95 and PAL '97."
3. The CDM shall at all times be associated with Park Avenue Securities LLC
("PAS"), a Broker-Dealer registered with the Securities and Exchange
Commission ("SEC") and a member of the National Association of Securities
Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD
Registered Principal and, if the particular jurisdiction requires, shall
be licensed or registered as a securities agent of PAS. The CDM must at
all times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL and VUL contracts occur. The CDM,
his agents, brokers and Field Representatives may solicit for and sell PAL
and VUL contracts in any jurisdiction where such contracts are filed and
approved for sale by the governmental authorities having jurisdiction,
provided the CDM, his agents, brokers and Field Representatives are all
validly licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such jurisdictions.
1
<PAGE>
4. To the extent applicable, the CDM shall comply strictly with: (a) the
laws, rules and regulations of all jurisdictions (state and local) in
which the CDM, his agents, brokers and Field Representatives solicit
applications for and sell PAL and VUL contracts; (b) federal laws and the
rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules
and procedures of PAS, and (e) the rules and procedures of GIAC. The CDM
understands that failure to comply with such laws, rules, regulations and
procedures may result in disciplinary action against the CDM by the SEC, a
state or other local regulatory agency that has jurisdiction, the NASD,
PAS or GIAC. Before any solicitations or sales of PAL and VUL are made,
the CDM shall become familiar with and abide by the laws, rules,
regulations and procedures of all the above mentioned agencies or parties
as are currently in effect and as they may be changed from time to time.
5. The CDM shall have all applications for PAL and VUL accurately completed
or reviewed and signed by the applicant and shall submit the applications
to GIAC through PAS together with all payments received from applicants
without any reductions. The CDM, his agents, brokers and Field
Representatives shall cause all checks or orders for PAL and VUL to be
made payable to GIAC. GIAC shall reject any application that is submitted
by or on behalf of a CDM, his agents, brokers and Field Representatives
not appropriately licensed as required by paragraph 3 of this Agreement.
6. The CDM, his agents, brokers and Field Representatives shall not make any
statements concerning PAL and VUL except those that are contained in the
current prospectuses for PAL and VUL and the prospectuses for their
underlying variable investment options and they shall not solicit for
applications or make sales through the use of mailings, advertisements or
sales literature or any other method of contact unless the material or a
complete description of the method has been filed wit the NASD and
received written approval of PAS from a Registered Principal whose office
is located in a PAS Office of Supervisory Jurisdiction as that term is
defined by NASD rules.
7. In connection with the agent's appointment as a GIAC CDM for the purpose
set forth in paragraph 2 above, the entire Guardian Life CDM Agreement
referred to above and attached hereto as the Exhibit, including all
compensation adjustment provisions, is incorporated herein by reference.
Guardian Life CDM Agreement compensation provisions that do not apply to
PAL and VUL are as noted below. All references to ' "Company" within the
Guardian Life CDM Agreement shall apply with full force and effect to
GIAC. Additionally, the Registered Representative's Agreement between the
CDM and PAS and the Agent's Agreement between the CDM and GIAC are
incorporated herein by reference and attached hereto as Exhibits.
8. The CDM shall be paid additional compensation as outlined in Appendix A of
this Agreement and shall be paid commissions on personally produced
2
<PAGE>
PAL and VUL business as outlined in Appendix B of this Agreement.
Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
9. The CDM shall be responsible to the Company for any indebtedness that may
have resulted from PAL chargebacks applied to PAL business personally
produced the CDM.
10. This Agreement may be terminated as outlined in Section IV of the Guardian
Life CDM Agreement. In addition, it shall be automatically terminated if
the Guardian Life CDM Agreement, PAS Registered Representative Agreement
or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE CDM AND THE AGENTS,
BROKERS AND FIELD REPRESENTATIVES OF THE CDM FOR PAL AND VUL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
- ------------------- --------------------------
WITNESS Authorized Company Officer
- ------------------- --------------------------
WITNESS Career Development Manager
3
<PAGE>
APPENDIX A
A. CDM Additional Compensation (Percentages of First Year Premium)
- --------------------------------------------------------------------------------
Type Rate
- --------------------------------------------------------------------------------
PAL Policy Premiums 20%
- --------------------------------------------------------------------------------
VUL Target Premiums 19%
- --------------------------------------------------------------------------------
PAL Unscheduled Payments & VUL Excess Premiums 1%
- --------------------------------------------------------------------------------
Section IIIB, Paragraph (K) Additional
Compensation 30%
- --------------------------------------------------------------------------------
B. CDM Additional Compensation Chargebacks on PAL '95 Policies
Additional compensation on policy premiums shall be charged back to the CDM on
PAL '95 policies that are surrendered or lapsed prior to the policies having
been in force for at least 18 months in accordance with the following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
4
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 50% 45% 3%
- --------------------------------------------------------------------------------
2 through 10 5% 3% 3%
- --------------------------------------------------------------------------------
The first policy year commission rates of 50% on PAL and 45% on VUL shall be
reduced where policies are issued at ages over 70 with actual rates payable
determined by deducting from the figure 120 ages of applicable insureds as of
policy issue dates on PAL polices and by deducting from the figure 115 ages of
applicable insureds as of policy issue dates on VUL policies.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL '95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL '95 policies that are surrendered or lapsed prior to the policies
having been in force for at least 18 months in accordance with the following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
5
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine times the lower target
premium). Any premium amount applied over such lower target premium will
be compensated at excess rates for policy years 2 through 10 and at
service fee rates for policy years 11 and greater.
6
<PAGE>
APPENDIX C (CONTINUED)
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
7
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BROKERAGE AGREEMENT
Agreement made this _________ day of ________by and between ___________________
("Principal") and __________________ ("Broker").
1. The undersigned is presently a Broker in accordance with a Brokerage
Agreement ("Guardian Life Broker Agreement") with the Principal
named above, endorsed by The Guardian Life Insurance Company of
America ("Guardian Life") and bearing an effective date of
_________________.
2. The Principal hereby appoints the Broker with the endorsement of The
Guardian Insurance & Annuity Company, Inc. (GIAC), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name - "PAL
'95 and PAL '97."
3. The Broker shall at all times be associated with Park Avenue
Securities LLC ("PAS"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of PAS. The Broker must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL and VUL contracts occur. The Broker may
solicit for and sell PAL and VUL contracts in any jurisdiction where
such contracts are filed and approved for sale by the governmental
authorities having jurisdiction, provided the Broker is validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such
jurisdictions.
4. To the extent applicable, the Broker shall comply strictly with :
(a) the laws, rules and regulations of all jurisdictions (state and
local) in which the Broker solicits applications for and sells PAL
and VUL
1
<PAGE>
contracts; (b) federal laws and the rules, regulations of the SEC;
(c) the rules of the NASD; (d) the rules and procedures of PAS, and
(e) the rules and procedures of GIAC. The Broker understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Broker by the SEC, a
state or other local regulatory agency that has jurisdiction, the
NASD, PAS and GIAC. Before any solicitations or sales of PAL and VUL
are made, the Broker shall become familiar with and abide by the
laws, rules, regulations and procedures of all of the above
mentioned agencies or parties as are currently in effect and as they
may be changed from time to time.
5. The Broker shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through PAS together with all payments
received from applicants without any reductions. The Broker shall
cause all checks or orders for PAL and VUL to be made payable to
GIAC. GIAC shall reject any application that is submitted by or on
behalf of a Broker not appropriately licensed as required by
paragraph 3 of this Agreement.
6. The Broker shall not make any statements concerning PAL and VUL
except those that are contained in the current prospectuses for PAL
and VUL and the prospectuses for their underlying variable
investment options and shall not solicit for applications or make
sales through the use of mailings, advertisements or sales
literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written Approval of PAS from a Registered Principal whose
office is located in a PAS Office of Supervisory Jurisdiction as
that term is defined by NASD rules.
7. In connection with the Broker's appointment for the purpose set
forth in paragraph 2 above, the entire Guardian Life Broker
Agreement referred to above and attached hereto as the Exhibit,
including all compensation adjustment and service fee provisions, is
incorporated herein by reference. All references to "Company"
within the Guardian Life Broker Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Broker and PAS and the
2
<PAGE>
Agent's Agreement between the Broker and GIAC are incorporated
herein by reference and attached hereto as Exhibits.
8. The Broker shall be paid commissions on PAL as outlined in Appendix
A of this Agreement.
9. The Broker shall be paid commissions on VUL as outlined in Appendix
B of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Broker Agreement, PAS Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE BROKER THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE BROKER IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES
OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS PRINCIPAL
- ----------------------- --------------------------
WITNESS BROKER
3
<PAGE>
APPENDIX A
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
Policy Years Policy Premiums Unscheduled Payments
- --------------------------------------------------------------------------------
1 50% 3%
- --------------------------------------------------------------------------------
2 through 10 5% 3%
- --------------------------------------------------------------------------------
The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL '95 Policies
First policy year commissions on policy premiums shall be charged back to the
Broker on PAL '95 policies that are surrendered or lapsed prior to the policies
having been in force for at least eighteen months in accordance with the
following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
4
<PAGE>
APPENDIX A (CONTINUED)
PAL chargebacks not immediately repaid on demand by the Broker to the Principal
(or to the Company if the Company should be the Principal) shall constitute an
indebtedness under the terms of the Guardian Life Broker Agreement.
5
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
Policy Years Target Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 45% 3%
- --------------------------------------------------------------------------------
2 through 10 3% 3%
- --------------------------------------------------------------------------------
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine
7
<PAGE>
APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF AGENCY
Agreement made this _________ day of ________by and between ___________________
("Principal") and __________________ ("Agent ").
1. The undersigned is presently an Agent in accordance with an
Agreement of Agency ("Guardian Life Agency Agreement") with the
Principal named above, endorsed by The Guardian Life Insurance
Company of America ("Guardian Life") and bearing an effective date
of _________________.
2. The Principal hereby appoints the Agent with the endorsement of The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name - "PAL
'95 and PAL '97."
3. The Agent shall at all times be associated with Park Avenue
Securities LLC ("PAS"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of PAS. The Agent must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL and VUL contracts occur. The Agent may solicit
for and sell PAL and VUL contracts in any jurisdiction where such
contracts are filed and approved for sale by the governmental
authorities having jurisdiction, provided the Agent is validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such
jurisdictions.
4. To the extent applicable, the Agent shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the Agent solicits applications for and sells PAL
and VUL
1
<PAGE>
contracts; (b) federal laws and the rules, regulations of the SEC;
(c) the rules of the NASD; (d) the rules and procedures of PAS, and
(e) the rules and procedures of GIAC. The Agent understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Agent by the SEC, a
state or other local regulatory agency that has jurisdiction, the
NASD, PAS and GIAC. Before any solicitations or sales of PAL and VUL
are made, the Agent shall become familiar with and abide by the
laws, rules, regulations and procedures of all of the above
mentioned agencies or parties as are currently in effect and as they
may be changed from time to time.
5. The Agent shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through PAS together with all payments
received from applicants without any reductions. The Agent shall
cause all checks or orders for PAL and VUL to be made payable to
GIAC. GIAC shall reject any application that is submitted by or on
behalf of an Agent not appropriately licensed as required by
paragraph 3 of this Agreement.
6. The Agent shall not make any statements concerning PAL and VUL
except those that are contained in the current prospectuses for PAL
and VUL and the prospectuses for their underlying variable
investment options and shall not solicit for applications or make
sales through the use of mailings, advertisements or sales
literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written Approval of PAS from a Registered Principal whose
office is located in a PAS Office of Supervisory Jurisdiction as
that term is defined by NASD rules.
7. In connection with the Agent's appointment for the purpose set forth
in paragraph 2 above, the entire Guardian Life Agency Agreement
referred to above and attached hereto as the Exhibit, including all
compensation adjustment and service fee provisions, is incorporated
herein by reference. All references to "Company"
within the Guardian Life Agency Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Agent and PAS and the
2
<PAGE>
Agent's Agreement between the Agent and GIAC are incorporated herein
by reference and attached hereto as Exhibits.
8. The Agent shall be paid commissions on PAL as outlined in Appendix A
of this Agreement.
9. The Agent shall be paid commissions on VUL as outlined in Appendix B
of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Agency Agreement, PAS Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES
OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS PRINCIPAL
- ----------------------- --------------------------
WITNESS AGENT
3
<PAGE>
APPENDIX A
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
Policy Years Policy Premiums Unscheduled Payments
- --------------------------------------------------------------------------------
1 50% 3%
- --------------------------------------------------------------------------------
2 through 10 5% 3%
- --------------------------------------------------------------------------------
The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL '95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL '95 policies that are surrendered or lapsed prior to the policies
having been in force for at least eighteen months in accordance with the
following:
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Surrenders or Lapses Chargeback Percentages
- --------------------------------------------------------------------------------
1-3 75%
- --------------------------------------------------------------------------------
4-6 70%
- --------------------------------------------------------------------------------
7-10 65%
- --------------------------------------------------------------------------------
11-13 55%
- --------------------------------------------------------------------------------
14 50%
- --------------------------------------------------------------------------------
15 40%
- --------------------------------------------------------------------------------
16 30%
- --------------------------------------------------------------------------------
17 20%
- --------------------------------------------------------------------------------
18 10%
- --------------------------------------------------------------------------------
4
<PAGE>
APPENDIX A (CONTINUED)
PAL chargebacks not immediately repaid on demand by the Agent to the Principal
(or to the Company if the Company should be the Principal) shall constitute an
indebtedness under the terms of the Guardian Life Agency Agreement.
5
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------------
Policy Years Target Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 45% 3%
- --------------------------------------------------------------------------------
2 through 10 3% 3%
- --------------------------------------------------------------------------------
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine
7
<PAGE>
APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
FIELD REPRESENTATIVE AGREEMENT
Agreement made this _________ day of ________by and between The Guardian
Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a
wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its principal office located at 7 Hanover Square, New
York, New York, 10004 and ___________________ ("Field Representative"). .
1. The undersigned is presently a Field Representative of Guardian Life
in accordance with a Field Representative Agreement bearing an
effective date of ___________________("Guardian Life FR Agreement").
2. GIAC hereby appoints the Field Representative for the limited
purpose of soliciting applications for GIAC's Variable Whole Life
Insurance Policies with Modified Scheduled Premiums marketed under
the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name -- "PAL
'95 and PAL '97."
3. The Field Representative shall at all times be associated with Park
Avenue Securities LLC ("PAS"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of PAS. The Field Representative must at all
times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL and VUL contracts occur.
The Field Representative may solicit for and sell PAL and VUL
contracts in any jurisdiction where such contracts are filed and
approved for sale by the governmental authorities having
jurisdiction, provided the Field Representative is validly licensed,
registered or otherwise qualified as required for the solicitation
and sale of the PAL and VUL contracts in such jurisdictions.
4. To the extent applicable, the Field Representative shall comply
strictly with: (a) the laws, rules and regulations of all
jurisdictions
1
<PAGE>
(state and local) in which the Field Representative solicits
applications for and sells PAL and VUL contracts; (b) federal laws
and the rules, regulations of the SEC; (c) the rules of the NASD;
(d) the rules and procedures of PAS, and (e) the rules and
procedures of GIAC. The Field Representative understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Field Representative
by the SEC, a state or other local regulatory agency that has
jurisdiction, the NASD, PAS and GIAC. Before any solicitations or
sales of PAL and VUL are made, the Field Representative shall become
familiar with and abide by the laws, rules, regulations and
procedures of all of the above mentioned agencies or parties as are
currently in effect and as they may be changed from time to time.
5. The Field Representative shall have all applications for PAL and VUL
accurately completed or reviewed and signed by the applicant and
shall submit the applications to GIAC through PAS together with all
payments received from applicants without any reductions. The Field
Representative shall cause all checks or orders for PAL and VUL to
be made payable to GIAC. GIAC shall reject any application that is
submitted by or on behalf of a Field Representative not
appropriately licensed as required by paragraph 3 of this Agreement.
6. The Field Representative shall not make any statements concerning
PAL and VUL except those that are contained in the current
prospectuses for PAL and VUL and the prospectuses for their
underlying variable investment options and shall not solicit for
applications or make sales through the use of mailings,
advertisements or sales literature or any other method of contact
unless the material or a complete description of the method has been
filed with the NASD and received written Approval of PAS from a
Registered Principal whose office is located in a PAS Office of
Supervisory Jurisdiction as that term is defined by NASD rules.
7. In connection with the appointment of the undersigned as a GIAC
Field Representative for the purpose set forth in paragraph 2 above,
the entire Guardian Life FR Agreement referred to above and attached
hereto as the Exhibit, including all compensation adjustment and
service fee provisions, is incorporated herein by reference.
Guardian Life FR Agreement compensation provisions that do not apply
to PAL and VUL are as noted below. All references to
2
<PAGE>
"Company" within the Guardian Life Agency Agreement shall apply with
full force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Field Representative and PAS
and the Agent's Agreement between the Field Representative and GIAC
are incorporated herein by reference and attached hereto as
Exhibits.
8. Field Representative compensation on PAL is described in Appendix A
of the Agreement.
9. Field Representative compensation on VUL is described in Appendix B
of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. This Agreement may be terminated as outlined in Paragraph 14 of the
Guardian Life FR Agreement. In addition, it shall be automatically
terminated if the Guardian Life FR Agreement, PAS Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT
SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR
PAL AND VUL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS AUTHORIZED COMPANY OFFICER
- ----------------------- --------------------------
WITNESS FIELD REPRESENTATIVE
3
<PAGE>
APPENDIX A
A. FR Compensation Schedule
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
LPC Factor on Policy Unscheduled Payments Unscheduled Payments 1956/1967
Policy Years Premiums 1985 Version FRs Version FRs
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 36 3.5% 3%
- ------------------------------------------------------------------------------------------------------------
2 through 10 * 3.5% 3%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*Renewal compensation for preceding employment years on PAL policy premiums
shall be the same as set forth in the Field Representatives Plan manuals for
existing Plan versions (except that the rates applicable under Part A shall be
50% of standard rates, and in the case of the PAL '95 product only, Part C shall
be entirely replaced by Part D as outlined below for those Field Representatives
belonging to the 1985 FR Plan version). FR Plan compensation factors shall
operate in accordance with the effective date of the Guardian Life FR Agreement.
The first policy year LPC factor of 36 on policy premiums shall be reduced where
policies are issued at ages over 70 with actual rates payable determined by
deducting from the figure 106 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal compensation on such
payments shall be calculated at 5% and applied up to amounts of premium that
correspond to renewal PAL policy premiums that would otherwise have been paid if
not for the Premium Skip Option being in effect with standard renewal rates on
unscheduled payments applied to any premiums received above such PAL policy
premium levels.
B. First Policy Year Compensation Chargebacks on PAL '95 Policies
Basic first policy year compensation on policy premiums at $13.75 per thousand
of life production credits shall be charged back to Field Representatives on PAL
'95 policies that are surrendered or lapsed prior to the policies having been in
force for at least eighteen months in accordance with the following:
4
<PAGE>
APPENDIX A (CONTINUED)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Policy Months of PAL '95 Chargeback Percentages 1956/1967
Surrenders or Lapses Version FRs Chargeback Percentages 1985 Version FRs
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
1-3 75% 82%
- -----------------------------------------------------------------------------------------------------------
4-6 70% 77%
- -----------------------------------------------------------------------------------------------------------
7-10 65% 71%
- -----------------------------------------------------------------------------------------------------------
11-13 55% 60%
- -----------------------------------------------------------------------------------------------------------
14 50% 55%
- -----------------------------------------------------------------------------------------------------------
15 40% 44%
- -----------------------------------------------------------------------------------------------------------
16 30% 33%
- -----------------------------------------------------------------------------------------------------------
17 20% 22%
- -----------------------------------------------------------------------------------------------------------
18 10% 11%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
APPENDIX B
A. FR Compensation Schedule
- --------------------------------------------------------------------------------
LPC Factor on Target
Policy Years Premiums Excess Premiums
- --------------------------------------------------------------------------------
1 33 3.5%
- --------------------------------------------------------------------------------
2 through 10 * 3.5%
- --------------------------------------------------------------------------------
*3.5% policy years two through ten and 2.0% policy years eleven and over
credited as Commission Equivalent Compensation (PGF)
VUL compensation shall cease at termination except in the event of retirement in
accordance with Section II, Subsection K, Paragraph 1 of the Field
Representatives' Plan or possibly in the event of death in accordance with
Section II, Subsection L, Paragraph 1 of the Field Representatives' Plan.
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine
7
<PAGE>
APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
INSURED {NAME}
FACE AMOUNT {BASIC SUM INSURED}
AT ISSUE {ADDITIONAL SUM INSURED}
ISSUE DATE {ISSUE DATE}
PLAN OF INSURANCE FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE
{AGE}-{GENDER} AGE AND SEX
{POL NO} POLICY NUMBER
{POLICY DATE} POLICY DATE
{PREMIUM CLASS} UNDERWRITING CLASS
{DEATH BENEFIT OPT} DEATH BENEFIT OPTION
Read this policy carefully. This policy is a legal contract between the owner
and The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC will pay the
death proceeds to the beneficiary upon receipt at the Customer Service Office of
due proof that the insured died while this policy was in force. The entire
contract consists of the Basic Policy and any attached additional benefit
riders, endorsements and applications. This policy is issued and administered by
GIAC at its Customer Service Office. GIAC's home office is 1209 Orange Street,
Wilmington, Delaware 19801. GIAC receives all communications at its Customer
Service Office.
[PHOTO OMITTED] [PHOTO OMITTED]
Secretary President
ALL VALUES UNDER THIS POLICY WHICH ARE BASED ON THE INVESTMENT EXPERIENCE OF THE
SEPARATE ACCOUNT ARE VARIABLE, MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED.
THE DEATH PROCEEDS, POLICY ACCOUNT VALUE AND CASH SURRENDER VALUE UNDER THIS
POLICY MAY INCREASE OR DECREASE DAILY, DEPENDING UPON PAYMENTS MADE, THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, THE AMOUNT OF INTEREST CREDITED
TO THE FIXED-RATE OPTION, THE AMOUNT OF CHARGES DEDUCTED, CHANGES IN FACE AMOUNT
AND WHETHER PARTIAL WITHDRAWALS OR POLICY LOANS ARE TAKEN. SEE PAGES 7 AND 15
FOR A FULL DESCRIPTION OF DEATH PROCEEDS AND THE POLICY ACCOUNT VALUE.
THERE IS NO MINIMUM GUARANTEED CASH SURRENDER VALUE. THE LOAN VALUE OF THIS
POLICY IS LESS THAN 100% OF THE CASH SURRENDER VALUE. SEE PAGES 5, 18 AND 19 FOR
A FULL DESCRIPTION OF CASH SURRENDER VALUE AND LOAN VALUE.
RIGHT TO CANCEL:
The owner has the right to examine this policy and return it for cancellation to
the Customer Service Office or to the agent from whom it was purchased by the
later of: 1) 10 days after receiving it; or 2) 45 days from the date the
completed application was signed. The policy and a written cancellation notice
must be delivered or mailed to cancel this policy. Any notice given by mail is
effective on being postmarked, properly addressed, and postage prepaid. If the
policy is canceled during this period, GIAC will refund any amounts paid. The
policy will be void from the beginning.
Flexible Premium Adjustable Variable Life Insurance Policy
o Flexible premiums payable during the insured's lifetime
o Adjustable death proceeds payable upon insured's death if policy is in
force
o Investment experience reflected in benefits
o Non-participating--No dividends payable
<PAGE>
POLICY SUMMARY
This summary outlines some of the major policy provisions; it does not alter any
of these provisions. The actual policy provisions set forth the full details and
conditions of this policy; only the actual policy provisions will control.
While this policy is in force, the owner may increase or decrease the Face
Amount in accordance with "Changing the Face Amount" on page 7. The Initial Face
Amount is shown on page 3. GIAC will pay the death proceeds to the beneficiary
if the insured dies while this policy is in force. GIAC will determine the
actual death proceeds payable in accordance with "Death Proceeds" on page 6.
The premiums for this policy are flexible, which means that premium payments may
be made at any time and for varying amounts, subject to the limits described on
page 8. However, the Planned Premium is shown on page 3. The Planned Premium is
the premium the owner designates in the application; this premium is not
required, but may be paid as elected. The payment of Planned Premiums does not
guarantee that this policy will stay in force.
This policy will stay in force as long as the Net Cash Surrender Value is at
least equal to the Monthly Deductions when due, except that during the first 3
policy years this policy will remain in force if specific conditions are met
(see "No Lapse Guarantee Period" and "No Lapse Guarantee Conditions" on page 9.)
The owner may allocate all or part of any Net Premium to any of the Variable
Investment Options and to the Fixed-Rate Option, subject to any applicable
restrictions described in this policy. The owner may change the allocation of
future Net Premiums (see "Allocations and Transfers" on page 10.) Amounts
allocated to the Fixed-Rate Option will accrue interest at a guaranteed minimum
effective interest rate of 4% per year. GIAC may declare an interest rate
greater than 4% at its discretion (see "The Fixed-Rate Option" on page 13).
The Policy Account Value is the sum of the values which are allocated to the
Variable Investment Options, the Fixed-Rate Option, the Loan Account and the
Loan Interest Account. The Policy Account Value may vary daily with the
investment experience of Separate Account N, the amount of interest credited to
the Fixed-Rate Option and the Loan Interest Account, and charges deducted (see
"Policy Account Value" on page 13). The owner may transfer any portion of the
unloaned Policy Account Value among the Variable Investment Options and the
Fixed-Rate Option, subject to the provisions set forth in "Allocations and
Transfers".
This policy does not have a minimum guaranteed Cash Surrender Value (see
"Partial Withdrawals and Surrender" on page 15). If this policy has a Cash
Surrender Value, the owner may, subject to limitations:
o make partial withdrawals (see "Partial Withdrawals" on page 15);
o obtain a policy loan (see "Policy Loans" on page 16);
o surrender this policy for cash (see "Surrender" on page 16);
o use this policy to provide life income (see "Payment Options" on
page 19).
If the Net Cash Surrender Value is less than the current Monthly Deduction when
due, GIAC allows a 61 day grace period for the required premium (see "Grace
Period" on page 9). If the required premium is not paid by the end of the grace
period, this policy will lapse without value.
Any endorsements, additional benefit riders and applications which are attached
to this policy follow.
An Index appears on the inside of the back cover.
Guide to Policy Provisions
1. Definitions
2. Death Proceeds
3. Changing the Face Amount
4. Owner and Beneficiary
5. Premiums
6. Allocations and Transfers
7. The Separate Account
8. The Fixed-Rate Option
9. Policy Account Value
10. Partial Withdrawals and Surrender
11. Policy Loans
12. Exchange of Policy
13. Payment Options
14. General Provisions
Page 2 {POL NO}
<PAGE>
POLICY DATA
INSURED JOHN DOE
AGE AND SEX 35-MALE
POLICY NUMBER SPECIMEN
POLICY DATE JAN 06, 2000
FACE AMOUNT BASIC SUM INSURED AT ISSUE $100,000
ADDITIONAL SUM INSURED
AT ISSUE $25,000
INITIAL FACE AMOUNT $125,000
ISSUE DATE JAN 06, 2000
PLAN OF INSURANCE FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE
OWNER JOHN DOE
BENEFICIARY MARY DOE, WIFE
UNDERWRITING CLASS PREFERRED PLUS
DEATH BENEFIT OPTION [1]
GUIDELINE PREMIUM SECTION 7702 TEST
BENEFITS AND PREMIUMS
POLICY YEARS
AMOUNT PAYABLE
BASIC POLICY
PLANNED [ANNUAL] PREMIUM $ 1,000
MINIMUM ANNUAL PREMIUM $ 680 1 through 3
GUIDELINE LEVEL PREMIUM $ 1,710
GUIDELINE SINGLE PREMIUM $ 19,838
MINIMUM FACE AMOUNT $100,000
EXCHANGE OF POLICY OPTION
EXPIRY DATE: 01/06/2035
(CONTINUED ON PAGE 3.1) Page 3 {POL NO}
<PAGE>
POLICY DATA - CONT'D
BENEFITS AND PREMIUMS (cont'd)
POLICY YEARS
AMOUNT PAYABLE
------ -------
GUARANTEED COVERAGE RIDER
ANNUAL GUARANTEED COVERAGE PREMIUM $1,219 1 through 40
START DATE: 01/06/2000
EXPIRY DATE: 01/06/2040
ACCIDENTAL DEATH BENEFIT RIDER
FACE AMOUNT $3,000 1 through 40
EXPIRY DATE: 01/06/2040
GUARANTEED INSURABILITY OPTION RIDER
OPTION AMOUNT $25,000 1 through 11
EXPIRY DATE: 01/06/2011
DISABILITY BENEFIT RIDER
SPECIFIED AMOUNT $ 83.33 1 through 30
EXPIRY DATE: 01/06/2030
WAIVER OF MONTHLY DEDUCTIONS RIDER
EXPIRY DATE: 01/06/2030 1 through 30
EXCHANGE OF INSUREDS RIDER
AMENDMENT TO OWNER PROVISION
To obtain information about your coverage you may call your agent or GIAC at:
[1-800-441-6455]
(CONTINUED ON PAGE 3.2) Page 3.1 {POL NO}
<PAGE>
POLICY DATA - CONT'D
PREMIUM ALLOCATION INFORMATION
This amount is allocated as follows:
[The Guardian Stock Fund 25% Gabelli Capital Asset Fund 25%
The Guardian Bond Fund 25% The Guardian VC 500 Index Fund 0%]
The Guardian Small Cap Stock Fund 0% The Fixed-Rate Option 25%
The Guardian VC Asset Allocation Fund 0%
The maximum number of Allocation Options in which the Policy Account Value may
be invested at any time is [20.]
POLICY LOANS
The minimum loan amount is $500. The minimum loan repayment is the lesser of:
(a) $100; or (b) the total outstanding Policy Debt.
Policy Loans bear interest at a yearly rate of 5%, payable in arrears. The
yearly loan interest rate changes to 4.5%, payable in arrears, beginning on
01/06/2020.
See "Policy Loans" on page 18 for details on loan value.
PREMIUM CHARGE
GIAC deducts a charge from premium payments based on the following percentages.
See "Premiums" on page 10 for details on the determination of premium charge.
The Target Premium is [$968.62]
-------------------------------------------------
Up to Target Excess over
Policy Years Premium Target Premium
-------------------------------------------------
1-12 8% 4%
-------------------------------------------------
13+ 4% 0%
-------------------------------------------------
(CONTINUED ON PAGE 3.3) Page 3.2 {POL NO}
<PAGE>
POLICY DATA - CONT'D
MONTHLY DEDUCTIONS FROM THE POLICY ACCOUNT VALUE
1. COST OF INSURANCE CHARGES
BASIC POLICY
GIAC deducts the current cost of insurance charge for the Basic Policy on each
Monthly Processing Date. GIAC bases the monthly cost of insurance charge on its
current cost of insurance rates. The current cost of insurance rate will never
exceed the maximum monthly cost of insurance rate for the applicable policy
year. The Table of Maximum Monthly Cost of Insurance Rates is shown on page 4.
See "Monthly Cost of Insurance" on page 16.
2. ADMINISTRATIVE CHARGES
GIAC deducts the administrative charges for the Policy on each Monthly
Processing Date.
o $7.50 per month for all Policy Years, plus
o $[ .0958] per $1,000 of Basic Sum Insured at Issue deducted monthly
for the first 12 policy years.
3. MAXIMUM MORTALITY AND EXPENSE RISK CHARGE
GIAC deducts the Mortality and Expense Risk charge for the Policy on each
Monthly Processing Date. These deductions are based on amounts in the Variable
Investment Options.
o For Policy Years 1-12, the charge is .000708333.
o For Policy Years 13+, the charge is .00054167 for amounts up to the
Account Value Breakpoint and .00037500 for amounts in excess of the
Account Value Breakpoint.
(CONTINUED ON PAGE 3.4) Page 3.3 {POL NO}
<PAGE>
POLICY DATA - CONT'D
4. RIDER CHARGES
GIAC will also deduct the cost of these other riders. See "Monthly Deductions"
on page 16.
GUARANTEED COVERAGE RIDER [$ 1.25] [1 through 40]
ACCIDENTAL DEATH BENEFIT RIDER [$ . 21] [1 through 40]
GUARANTEED INSURABILITY OPTION RIDER [$ 2.32] [1 through 11]
DISABILITY BENEFIT RIDER [1 through 30]
The cost of insurance charge for the Disability Benefit Rider is based on
a factor of [ 2.2968 ] times the Specified Amount divided by 100. See
Rider Cost in the attached rider.
WAIVER OF MONTHLY DEDUCTIONS RIDER [1 through 30]
The cost of insurance charge for the Waiver of Monthly Deductions Rider is
based on a factor of [ 2.8480 ] times the Monthly Deduction (excluding the
cost of this rider), divided by 100. See Rider Cost in the attached rider.
(CONTINUED ON PAGE 3.5) Page 3.4 {POL NO}
<PAGE>
POLICY DATA - CONT'D
TRANSACTION DEDUCTIONS FROM THE POLICY ACCOUNT VALUE
TRANSFERS
The minimum amount which may be transferred from a Variable Investment
Option and the Fixed-Rate Option is the lesser of: a) $100; or b) the
entire value of that option. GIAC reserves the right to charge $25 for
each transfer after the 12th transfer in a policy year. Additional
restrictions regarding transfers are described in "Transfers from the
Fixed-Rate Option" on page 13.
PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE
The minimum partial withdrawal is $500. GIAC reserves the right to limit
the number of withdrawals in a policy year to 12. See "Partial Withdrawals
and Surrender" on page 17.
(CONTINUED ON PAGE 3.6) Page 3.5 {POL NO}
<PAGE>
POLICY DATA - CONT'D
SURRENDER CHARGES
The table below shows surrender charges for the Initial Face Amount. For a
detailed description of surrender charges, see "Partial Withdrawals and
Surrender" on page 17.
POLICY SURRENDER
YEAR CHARGE
---- ------
1 $ 794.70
2 706.40
3 618.10
4 529.80
5 441.50
6 353.20
7 264.90
8 176.60
9 83.30
10 and thereafter 0
Page 3.6 {POL NO}
<PAGE>
TABLE OF MAXIMUM MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
Monthly cost of insurance charges are based on current cost of insurance rates.
The current cost of insurance rate applicable to the Net Amount at Risk for the
Initial Face Amount will never exceed the applicable maximum monthly cost of
insurance rate shown below. See "Monthly Cost of Insurance" on Page 16.
INSUREDS ATTAINED AGE FACTOR INSUREDS ATTAINED AGE FACTOR
--------------------- ------ --------------------- ------
35 0.14096 75 5.06274
36 0.14764 76 5.62182
37 0.15683 77 6.21387
38 0.16685 78 6.83324
39 0.17854 79 7.49616
40 0.19107 80 8.22966
41 0.20611 81 9.05445
42 0.22115 82 9.99708
43 0.23870 83 11.07332
44 0.25626 84 12.26712
45 0.27717 85 13.55591
46 0.29975 86 14.91787
47 0.32401 87 16.34412
48 0.34996 88 17.80841
49 0.37927 89 19.33267
50 0.41026 90 20.94168
51 0.44713 91 22.66794
52 0.48989 92 24.57677
53 0.53771 93 26.76407
54 0.59311 94 29.63735
55 0.65444 95 33.93112
56 0.72255 96 41.27938
57 0.79493 97 56.03986
58 0.87327 98 83.33333
59 0.96182 99 83.33333
60 1.06061
61 1.17052
62 1.29585
63 1.43921
64 1.60155
65 1.78129
66 1.97513
67 2.18574
68 2.41241
69 2.66044
70 2.94130
71 3.31274
72 3.63093
73 4.05839
74 4.54126
(CONTINUED ON PAGE 4.1) Page 4 {POL NO}
<PAGE>
TABLE OF DEATH BENEFIT FACTORS
Death Benefit Factors are used to calculate the death benefit provided under the
Section 7702 Minimum Death Benefit (see the applicable provisions on page 7).
INSUREDS ATTAINED AGE FACTOR INSUREDS ATTAINED AGE FACTOR
--------------------- ------ --------------------- ------
35 2.50 75 1.05
36 2.50 76 1.05
37 2.50 77 1.05
38 2.50 78 1.05
39 2.50 79 1.05
40 2.50 80 1.05
41 2.43 81 1.05
42 2.36 82 1.05
43 2.29 83 1.05
44 2.22 84 1.05
45 2.15 85 1.05
46 2.09 86 1.05
47 2.03 87 1.05
48 1.97 88 1.05
49 1.91 89 1.05
50 1.85 90 1.05
51 1.78 91 1.04
52 1.71 92 1.03
53 1.64 93 1.02
54 1.57 94 1.01
55 1.50 95 1.00
56 1.46 96 1.00
57 1.42 97 1.00
58 1.38 98 1.00
59 1.34 99 1.00
60 1.30
61 1.28
62 1.26
63 1.24
64 1.22
65 1.20
66 1.19
67 1.18
68 1.17
69 1.16
70 1.15
71 1.13
72 1.11
73 1.09
74 1.07
Page 4.1 {POL NO}
<PAGE>
1. DEFINITIONS
Certain important terms used in this policy are defined below. Additional terms,
not explained here, are defined in other parts of this policy.
Account Value Breakpoint: The amount used to calculate the mortality and expense
risk charge on the 12th Policy Anniversary and thereafter. The Account Value
Breakpoint amount is the greater of zero or $100,000 less the amount of Policy
Account Value in the Fixed-Rate Option.
Additional Sum Insured: The Additional Sum Insured, if elected, is additional
insurance coverage which provides a level death benefit to the insured's 100th
birthday. The Additional Sum Insured is shown on page 3.
Age: The insured's age on the birthday nearest the Policy Date. This Age is
shown on page 3.
Allocation Options: The Allocation Options consist of the Variable Investment
Options and the Fixed-Rate Option.
Attained Age: The insured's Age as shown on page 3, plus the number of policy
years completed since the Policy Date.
Basic Policy: This policy, including any attached endorsements and applications,
but excluding any additional benefit riders.
Basic Sum Insured: The Basic Sum Insured is shown on Page 3.
Business Day: Each day that GIAC processes transactions, currently including
each day that the New York Stock Exchange or its successor is open for trading
and GIAC is open for business. GIAC's close of business is 4:00 PM New York City
time. If any transaction or event occurs or is scheduled to occur on a day that
is not a Business Day, or if a transaction is received after GIAC's close of
business, such transaction or event will be deemed to occur as of the next
following Business Day unless otherwise specified.
Cash Surrender Value: The Policy Account Value less any surrender charges.
Face Amount: The sum of the Basic Sum Insured plus the Additional Sum Insured
and the amount of any Policy Segments then in force.
Good Order: Notice from the party authorized to initiate a policy transaction
under this policy in a format satisfactory to GIAC, including all information
required by GIAC to process the requested transaction under this policy.
Initial Face Amount: The Face Amount in force on this policy's Issue Date.
Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and its
related rules and regulations.
Investment Unit: A unit of measure used to determine the value attributable to a
Variable Investment Option.
Issue Date: The date this policy is issued at the Customer Service Office. The
Issue Date is shown on page 3.
Loan Account: An account to which values from the Variable Investment Options
and the Fixed-Rate Option are transferred when a policy loan is taken. The Loan
Account is equal to the loan.
Loan Amount: Loan Amount is the sum of any amounts borrowed plus any capitalized
loan interest less any loan repayment.
Loan Interest Account: An account which represents the interest earnings
credited by GIAC on the Loan Account.
Minimum Annual Premium: The premium amount required to maintain the No-Lapse
Guarantee. The Minimum Annual Premium is shown on page 3.
Monthly Deduction: The total of the charges due and payable on each Monthly
Processing Date.
Page 5 {POL NO}
<PAGE>
Monthly Processing Date: The day of each policy month on which the Monthly
Deduction is deducted from the Policy Account Value and certain policy benefits
and values are calculated. The Monthly Processing Date is the same date of each
calendar month as the Policy Date, or the last day of a calendar month, if
earlier. If such calendar day is not a Business Day, the Monthly Processing Date
will be the next following Business Day.
Net Amount at Risk: The amount calculated as:
o the amount of death benefit provided under the Death Benefit Option in
force;
o divided by 1.0032737;
o less the Policy Account Value immediately prior to the Monthly Deduction.
A separate Net Amount at Risk is determined for the Basic Sum Insured,
Additional Sum Insured and for each Policy Segment.
Net Cash Surrender Value: The Cash Surrender Value less any Policy Debt.
Net Accumulated Premiums: For Death Benefit Option 3, the sum of premiums paid
less the sum of adjusted partial withdrawals taken to date. Adjusted partial
withdrawals is the partial withdrawal reduced by the portion that exceeds the
Net Accumulated Premiums at the date of the partial withdrawal.
Net Premium: The portion of a premium payment which is allocated to the Variable
Investment Options or the Fixed-Rate Option. GIAC deducts the premium charge
based on the percentages shown on page 3 from each premium payment before
allocation.
Planned Premium: The premium the owner designates in the application. The amount
or mode of the Planned Premium may be changed if GIAC receives the owner's
written request for such change in Good Order at the Customer Service Office.
Policy Account Value: The sum of the values of the Variable Investment Options,
the Fixed-Rate Option, the Loan Account, and the Loan Interest Account. The
unloaned Policy Account Value is the Policy Account Value less the Loan Account
and the Loan Interest Account.
Policy Anniversary: The same date of each calendar year as the Policy Date.
Policy Date: The Policy Date is shown on page 3. Policy months, policy years and
Policy Anniversaries are measured from the Policy Date.
Policy Debt: The Loan Amount, plus accrued and unpaid loan interest.
Policy Segment: The additional coverage provided by an increase in the Face
Amount.
Section 7702: The section of the Internal Revenue Code which defines life
insurance.
Target Premium: An amount GIAC uses to determine premium charges. The Target
Premium is shown on page 3.
Unit Value: The value of an Investment unit.
Variable Investment Options: The investment divisions of The Guardian Separate
Account N (Account N).
Page 6 {POL NO}
<PAGE>
2. DEATH PROCEEDS
Death Proceeds
The death proceeds become payable to the beneficiary upon GIAC's receipt at the
Customer Service Office of due proof in Good Order that the insured died while
this policy was in force. The death proceeds payable are the sum of the
following:
o the amount of death benefit as of the Monthly Processing Date immediately
preceding the insured's death provided under the Death Benefit Option then
in force (see "Death Benefit Options" below); and
o any insurance on the insured's life provided by additional benefit riders;
less, as of the date of the insured's death:
o any Policy Debt; and
o the lesser of:
o any premium required under the no lapse guarantee (see "No Lapse
Guarantee" on page 9); or
o the amount required to bring the Cash Surrender Value up to zero;
and
o any partial withdrawals between the Monthly Processing Date and the date
of death.
If the Death Benefit Option is Option 3, the death benefit increases by the
amount of any premiums paid between the Monthly Processing Date and the date of
death.
Death Benefit Options
The owner elects the Death Benefit Option in the application.
Option 1 (Level): The amount of death benefit provided under this option on any
Monthly Processing Date prior to the Policy Anniversary nearest the insured's
100th birthday is the greater of:
o the Face Amount; or
o the minimum death benefit required under Section 7702.
Option 2 (Increasing): The amount of death benefit provided under this option on
any Monthly Processing Date prior to the Policy Anniversary nearest the
insured's 100th birthday is the greater of:
o the Face Amount plus the Policy Account Value, if positive; or
o the minimum death benefit required under Section 7702.
Option 3 (Return of Premium): The amount of death benefit provided under this
option on any Monthly Processing Date prior to the Policy Anniversary nearest
the insured's 100th birthday is the greater of:
o The Face Amount plus the Net Accumulated Premiums; or
o the minimum death benefit required under Section 7702.
On the Policy Anniversary nearest the insured's 100th birthday and thereafter,
the death benefit under Death Benefit Options 1, 2 and 3 will equal the Policy
Account Value on the date of death.
Section 7702 Minimum Death Benefit
The amount of death benefit will always equal or exceed the minimum death
benefit required by the Cash Value Accumulation Test or the Guideline Premium
Test under Section 7702, as elected in the application. Once the policy is
issued, this election may not be changed. The test which applies to this policy
is shown on page 3.
The minimum death benefit required under Section 7702 on any Monthly Processing
Date is the Policy Account Value on the Monthly Processing Date multiplied by
the factor shown in the Table of Death Benefit Factors on page 4.
Changing the Death Benefit Option
Subject to the rules stated below and while the insured is living, the owner may
change the Death Benefit Option on any Policy Anniversary. GIAC must receive the
owner's written request for the change in Good Order at the Customer Service
Office. Any such change will become effective on the Policy Anniversary on or
after receipt of the request.
GIAC will not permit a change in Death Benefit Option if the Monthly Deduction
is then being waived under a waiver of monthly deductions rider.
Page 7 {POL NO}
<PAGE>
DEATH PROCEEDS-- Cont'd
Changing from Option 1 to Option 2: GIAC requires satisfactory evidence of
insurability for this change. GIAC will decrease the Face Amount by the lesser
of:
o the amount of the Policy Account Value on the effective date of change; or
o the Face Amount divided by the factor shown in the Table of Death Benefit
Factors on page 4.
The Face Amount is decreased so that the amount of death benefit remains the
same on the effective date of change. GIAC will not permit any change from
Option 1 to Option 2 if it results in the reduction of the Face Amount below the
Minimum Face Amount shown on page 3.
Changing from Option 2 to Option 1: GIAC will increase the Face Amount by the
lesser of:
o the amount of the Policy Account Value on the effective date of change; or
o the Face Amount divided by the factor shown in the Table of Death Benefit
Factors on page 4 minus 1. The Face Amount is increased so that the amount
of the death benefit remains the same on the effective date of change;
such increase will not result in a new Policy Segment.
Changing from Option 3 to Option 1: GIAC will increase the Face Amount by the
amount of the Net Accumulated Premiums on the effective date of change.
The Face Amount is increased so that the amount of the death benefit remains the
same on the effective date of change; such increase will not result in a new
Policy Segment.
Changing from Option 3 to Option 2: GIAC will adjust the Face Amount by an
amount equal to (a) minus (b) on the effective date of change, where:
(a) is the Net Accumulated Premiums, and
(b) is the lesser of:
o the Policy Account Value on the effective date of change; or
o the Face Amount divided by the factor shown in the Table of Death Benefit
Factors on page 4.
The net effect is that the Face Amount is increased or decreased so that the
amount of the death benefit remains the same on the effective date of change.
Any resulting increase will not result in a new Policy Segment.
GIAC will not permit any change from Option 3 to Option 2 if it results in the
reduction of the Face Amount below the Minimum Face Amount shown on page 3.
No Changes to Option 3: Changes from Option 1 to Option 3, or from Option 2 to
Option 3 are not allowed.
3. CHANGING THE FACE AMOUNT
Increases in Face Amount
The owner may request an increase in the Face Amount on the first Policy
Anniversary or any subsequent Policy Anniversary up to and including the Policy
Anniversary nearest the insured's 70th birthday. GIAC must receive the owner's
written request for the increase in Good Order at the Customer Service Office at
least 30 days before a Policy Anniversary. To process an increase in the Face
Amount, GIAC requires that:
o the increase is for at least $10,000; and
o the insured provides evidence of insurability satisfactory to GIAC.
If GIAC approves the change, the increase will take effect on the Policy
Anniversary, provided that the insured is living on that date. The increase will
be issued as a separate Policy Segment. Each Policy Segment will have its own:
o underwriting class;
o cost of insurance rates;
o surrender charges;
o administrative charges;
o Target Premiums; and
o Minimum Annual Premium.
Premium charges will be affected by Policy Segments (see "Determination of
Premium Charges" on page 9).
GIAC will send the owner revised policy pages reflecting any changes caused by
an increase in Face Amount.
GIAC will not permit an increase in Face Amount if the Monthly Deduction is then
being waived under a Waiver of Monthly Deductions rider.
Page 8 {POL NO}
<PAGE>
Decreases in Face Amount
The owner may request a decrease in the Face Amount at any time on or after the
first Policy Anniversary. GIAC must receive the owner's written request for the
decrease in Good Order at the Customer Service Office. To process a decrease in
the Face Amount, GIAC requires that:
o the insured is living on the date GIAC receives the owner's written
request;
o the amount of the decrease is at least $5,000; and
o the reduced Face Amount is not less than the Minimum Face Amount shown on
page 3.
The decrease will take effect on the Monthly Processing Date coinciding with or
next following the date GIAC approves the change.
A decrease is applied:
o first, to reduce the amount provided by the most recent in force Policy
Segment;
o next, to reduce the next most recent in force Policy Segments,
successively;
o next, to reduce the Additional Sum Insured portion of the Initial Face
Amount;
o finally, to reduce the Basic Sum Insured portion of the Initial Face
Amount.
GIAC will send the owner revised policy pages reflecting any changes caused by a
decrease in Face Amount.
GIAC will not permit a decrease in Face Amount if the Monthly Deduction is then
being waived under a Waiver of Monthly Deductions rider.
4. OWNER AND BENEFICIARY
Owner
The owner is named in the application or in any later change shown in GIAC's
records. While the insured is living and subject to any assignment on file with
GIAC, the owner alone has the right to receive all benefits and exercise all
rights this policy grants or GIAC allows.
Successor Owner
A numbered sequence may be used to name successor owners. If the owner dies,
ownership passes to the next designated successor owner then living. If none is
then living, ownership passes to the owner's estate. No successor owner is
permitted when the insured and the owner are the same person.
Joint Owner
If more than one person is named as owner with no number or the same number,
they are joint owners. Except for transfers, any request for a policy
transaction or change must be signed by all of the joint owners named in GIAC's
records. Unless otherwise provided, if a joint owner dies, ownership passes to
the surviving joint owner(s) equally. When the last joint owner dies, ownership
passes to that person's estate, unless otherwise provided.
Beneficiary
The beneficiary is named in the application or in any later change shown in
GIAC's records. GIAC will pay the death proceeds to the beneficiary, subject to
the terms of "Death Proceeds" on page 7.
Unless otherwise provided, in order to receive proceeds at the insured's death,
a beneficiary must be living on the earlier of:
o the date GIAC receives due proof of the insured's death in Good Order at
the Customer Service Office; or
o the 15th day after the insured's death.
Unless otherwise provided, if no designated beneficiary is living on such
earlier date, the owner or the owner's estate is the beneficiary.
Contingent Beneficiary
A numbered sequence may be used to name contingent beneficiaries. The
beneficiary is the living person(s) designated by the lowest number in the
sequence.
Concurrent Beneficiary
If more than one person is named as beneficiary with no number or the same
number, those persons are concurrent beneficiaries. Shares are equal, unless
otherwise specified. If shares are equal, the share of a concurrent beneficiary
who predeceases the insured will be shared equally by the surviving concurrent
beneficiaries. If unequal shares are specified and a concurrent beneficiary
predeceases the insured, the beneficiary of that share will be the owner or the
owner's estate.
Page 9 {POL NO}
<PAGE>
OWNER AND BENEFICIARY--cont'd
Change of Owner or Beneficiary
The owner may change the owner or beneficiary by written request in Good Order.
The change will take effect as of the date the request is signed, whether or not
the insured is living when GIAC receives the request at the Customer Service
Office. However, the change will not apply to any payments made or actions taken
by GIAC on or before the date the request is received by GIAC.
Assignment
No assignment will bind GIAC unless the original, or a copy, is filed at the
Customer Service Office in Good Order. An assignment must be signed and dated by
both the assignor and the assignee and, as applicable, by the beneficiary. The
rights of any owner or beneficiary and the entire contract, as defined in "The
Contract" on page 23, will be subject to the assignment.
GIAC will rely solely on the assignee's statement as to the amount of the
assignee's interest. GIAC will not be responsible for the validity of any
assignment. Unless otherwise provided, the assignee may exercise all rights this
policy grants except:
o the right to change the owner or beneficiary;
o the right to elect a Payment Option; and
o the right to allocate or transfer amounts among the Variable Investment
Options and the Fixed-Rate Option.
Assignments are subject to all payments made or actions taken by GIAC on or
before the date GIAC receives the assignment at the Customer Service Office.
5. PREMIUMS
Premium Payment
The first premium is due on the Issue Date. This premium must be at least one
sixth of the Minimum Annual Premium shown on page 3. This policy is in force
when the first premium is paid, but not before the Issue Date. After the first
premium, all other premiums are payable only at the Customer Service Office.
Upon request, GIAC will give the owner a receipt signed by one of its officers.
Premiums may be paid at any time while this policy is in force, subject to
GIAC's premium limitations.
The owner selects a Planned Premium on the application. GIAC will send reminder
notices for the Planned Premium annually, semi-annually, or quarterly as
requested. However, no premium needs to be paid as long as the Net Cash
Surrender Value is sufficient to provide for payment in full of the Monthly
Deduction when due.
The minimum premium payment GIAC will accept is $100 unless GIAC is authorized
to accept payment under a pre-authorized check plan. The minimum premium payment
GIAC will accept under a pre-authorized check plan is $25.
Premium Limitations
The Guideline Premium Test under Section 7702 of the Internal Revenue Code
limits the relationship to death benefit in order to qualify this policy as life
insurance. If the owner elects the Guideline Premium Test as the method for
testing Section 7702 compliance, GIAC will refund to the owner any portion of a
premium payment which violates Section 7702 limits with interest at an annual
rate of 6% within 60 days of receipt of such premium
If the owner elects the Cash Value Accumulation Test as the method for testing
Section 7702 compliance, GIAC will accept any payment which would not result in
an increase in the death proceeds as a result of Section 7702.
If a premium would cause such an increase, GIAC will accept the payment as long
as the cumulative payments in a policy year do not exceed the greater of:
o 150% of the Target Premium; or
o the lesser of:
o 4 times the Target Premium; or
o 125% of the largest total premium amount paid in any of the previous
3 policy years.
GIAC will refund to the owner any portion of a premium payment which violates
these rules.
However, such premium may be accepted if satisfactory evidence of insurability
of the insured is submitted to GIAC.
Page 10 {POL NO}
<PAGE>
PREMIUMS-cont'd
Crediting Payments
When a payment is received at the Customer Service Office without being
identified as a premium payment, such payment will be applied:
o first, to repay any Policy Debt;
o then, as a premium payment.
All premium payments will be credited as of the Business Day of receipt in Good
Order at the Customer Service Office.
Determination of Premium Charges
GIAC determines premium charges based on:
o premium payments allocated to the Initial Face Amount and any Policy
Segments; and
o the Target Premiums associated with the Initial Face Amount and any Policy
Segments,
as described below:
In any policy year, GIAC will allocate premium payments to the Initial Face
Amount, until such payments equal the Target Premium associated with the Initial
Face Amount. GIAC will then allocate premium payments sequentially to each
Policy Segment, if any, until the total premium payments equal the sum of all
Target Premiums associated with such segments. GIAC will allocate any additional
premium payments to the Initial Face Amount and any Policy Segments
proportionately based on the Target Premiums. After premium payments are
allocated, the premium charge for the Initial Face Amount and any Policy
Segments will be assessed in accordance with "Premium Charge" on page 3.
No Lapse Guarantee Period
This policy will not lapse as long as the Net Cash Surrender Value is at least
equal to the Monthly Deductions when due. However, provided that the "No Lapse
Guarantee Condition" (as described below) is met, GIAC guarantees that this
policy (including any riders) will not lapse during the No Lapse Guarantee
Period even if the Net Cash Surrender Value is less than the Monthly Deductions
when due. The No Lapse Guarantee Period starts on the Policy Date. The No Lapse
Guarantee Period ends on the third Policy Anniversary.
No Lapse Guarantee Condition
The No Lapse Guarantee Condition on any Monthly Processing Date is met if (a) is
equal to or greater than (b) where:
(a) is the sum of all premium payments made under this policy:
o less the amount of any existing Policy Debt, and
o less any previous partial withdrawals; and
(b) is the sum of the Minimum Annual Premium for all previous policy years, plus
the Minimum Annual Premium for the current policy year times a ratio. This ratio
equals one plus the number of complete policy months since the last Policy
Anniversary, divided by 12.
Grace Period
GIAC allows a grace period of 61 days after the Monthly Processing Date that:
o the Net Cash Surrender Value is less than the current Monthly Deductions
when due and the No Lapse Guarantee Condition is not met; or
o the Policy Debt exceeds the Cash Surrender Value, and GIAC requires a loan
repayment.
If either event occurs, GIAC will mail to the owner, at least 30 days before the
end of the grace period, at the owner's last known address, a notice of the
required premium or loan repayment to keep this policy in force (see "Repayment"
on page 19 for details on the amount required for such loan repayments).
Page 11 {POL NO}
<PAGE>
PREMIUMS -cont'd
During the first three policy years, if the Net Cash Surrender Value is less
than the current Monthly Deduction when due, the required premium will equal the
lesser of:
o the amount of the deficiency plus 3 times the current Monthly Deduction;
or
o the amount of the deficiency in the No Lapse Guarantee Condition plus one
quarter of the Minimum Annual Premium shown on page 3.
After the third Policy Anniversary, if the Net Cash Surrender Value is less than
the current Monthly Deduction, the required premium will equal the amount of the
deficiency plus 3 times the current Monthly Deduction.
This policy remains in force during the grace period. If the required premium or
loan repayment is not paid by the end of the grace period, this policy will
lapse without value.
6. ALLOCATIONS AND TRANSFERS
Allocation of Net Premiums
On the Issue Date, GIAC will allocate any Net Premiums received prior to the
Issue Date to the Allocation Options in accordance with the allocation
percentages then in effect and the limitations specified on page 3. After the
Issue Date, the owner may allocate all or part of a Net Premium to the
Allocation Options. GIAC applies the Net Premium in accordance with the
allocation percentages in effect on that date (see "Crediting Payments" on page
9). GIAC reserves the right to limit the number of options in which the Policy
Account Value may be invested; the maximum number of Allocation Options in which
the Policy Account Value may be invested is shown on page 3. All allocation
percentages must be in whole numbers; no fractional percentages are permitted.
The sum of the percentages allocated among the options must equal 100.
The allocation percentages in effect on the Issue Date are those designated in
the application; they are shown on page
3. The owner may subsequently change these allocation percentages. GIAC will
change the allocation percentages following receipt of the owner's written
request at the Customer Service Office in Good Order. Any allocation change will
only apply to Net Premiums received on or after the Business Day on which GIAC
receives the request at the Customer Service Office.
Transfers
The owner may transfer all or a portion of the unloaned Policy Account Value
among the Variable Investment Options and the Fixed-Rate Option, subject to the
conditions and restrictions described below.
o GIAC must receive the owner's proper request for transfer in Good Order at
the Customer Service Office.
o The minimum amount which may be transferred from a Variable Investment
Option or the Fixed-Rate Option is the lesser of the amount shown on page
3 or the entire value of that option.
Page 12 {POL NO}
<PAGE>
ALLOCATIONS AND TRANSFERS-cont'd
o GIAC reserves the right to charge for each transfer, after the twelfth
transfer in a policy year. The amount of the transfer charge is shown on
page 3. GIAC will deduct any transfer charge from the options from which
the amounts are transferred. However, a transfer charge will not be
assessed for certain transactions as described elsewhere in this policy.
o The Policy Account Value may be invested in no more than the maximum
number of Allocation Options specified on page 3.
Transfers Among the Variable Investment Options or into the Fixed-Rate Option
o Any transfer among the Variable Investment Options or into the Fixed-Rate
Option will be effective as of the close of the Business Day on which GIAC
receives the request in Good Order at the Customer Service Office.
o GIAC reserves the right to limit transfers among the Variable Investment
Options or into the Fixed-Rate Option to once every 30 days.
Transfers from the Fixed-Rate Option
GIAC permits transfers from the Fixed-Rate Option into one or more of the
Variable Investment Options only once each year on or within 30 days after a
Policy Anniversary. Amounts first allocated or transferred to the Fixed-Rate
Option will be the first amounts transferred from this option. The maximum
amount that may be transferred from the Fixed-Rate Option each policy year is
the greater of:
o 33 1/3% of the Policy Account Value attributable to the Fixed-Rate Option
on the Policy Anniversary; or
o $2500.
Transfers from the Fixed-Rate Option will be effective:
o as of the Policy Anniversary, if GIAC receives the owner's transfer
request at the Customer Service Office on or within 30 days prior to that
Anniversary; or
o as of the close of the Business Day on which GIAC receives the owner's
transfer request at the Customer Service Office, if such request is
received within 30 days after a Policy Anniversary.
GIAC will not process any request for transfer from the Fixed-Rate Option which
is received on any other date.
Dollar Cost Averaging Transfer Option
The owner may make monthly transfers under the Dollar Cost Averaging Transfer
Option if a portion of the Policy Account Value is attributable to The Guardian
Cash Fund Variable Investment Option.
Under this option, an amount specified by the owner automatically will be
transferred from The Guardian Cash Fund on a Monthly Processing Date and into
one or more of the other Variable Investment Options or into the Fixed-Rate
Option, as elected by the owner. The minimum amount which may be transferred
into each option is $100 per transfer.
GIAC must receive the owner's written election of this option in Good Order at
the Customer Service Office at least 3 Business Days before the Monthly
Processing Date on which such monthly transfers are to begin.
The Dollar Cost Averaging Transfer Option will terminate :
o when GIAC receives the owner's written request for cancellation in Good
Order at the Customer Service Office at least 3 Business Days before the
Monthly Processing Date on which a transfer would normally occur; or
o if the portion of the Policy Account Value attributable to The Guardian
Cash Fund is less than the amount designated for transfer on a Monthly
Processing Date. GIAC automatically will transfer the portion of the
Policy Account Value remaining in The Guardian Cash Fund on a pro-rata
basis into the other Variable Investment Options or into the Fixed-Rate
Option, in accordance with the owner's then current Dollar Cost Averaging
transfer instructions.
The owner may change the transfer instructions under this option or reinstate
this option if it has terminated. GIAC must receive the owner's written request
in Good Order at the Customer Service Office at least 3 Business Days before the
Monthly Processing Date on which the change or such reinstatement would take
effect.
Page 13 {POL NO}
<PAGE>
7. THE SEPARATE ACCOUNT
The Guardian Separate Account N
The Variable Investment Options under this policy are funded by The Guardian
Separate Account N (Account N). Account N is a separate investment account
established by GIAC under the laws of the state of Delaware. Account N is
registered as a unit investment trust with the Securities and Exchange
Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act).
Account N is treated as a division of GIAC and is used to provide values and
benefits for variable life insurance policies only. GIAC owns the assets in
Account N. The assets in Account N are kept separate from:
o GIAC's general account; and
o GIAC's other separate accounts.
Assets equal to the reserves and contract liabilities of Account N will not be
charged with liabilities that arise from any other business GIAC may conduct.
GIAC may transfer assets in excess of the reserves and contract liabilities of
Account N to its general account. Income and realized and unrealized gains and
losses from assets in each Variable Investment Option in Account N are credited
to or charged against such Variable Investment Option without regard to income
and realized and unrealized gains or losses in Account N's other Variable
Investment Options or in GIAC's general account, or other separate accounts. The
valuation of all assets in Account N will be determined in accordance with all
applicable laws and regulations.
Investment Divisions
Account N consists of several investment divisions or Variable Investment
Options. Each investment division of Account N invests in shares of a mutual
fund. Each mutual fund is managed by an investment adviser registered under the
Investment Advisers Act of 1940. The investment divisions available on the Issue
Date are listed in the then current prospectus for Account N as it relates to
this policy. Each mutual fund is more fully described in a separate prospectus.
Any investment adviser's fee, if applicable, is described in the appropriate
prospectus.
Rights Reserved
GIAC reserves the right to take certain actions which it deems:
o necessary to serve the best interests of the owner and beneficiary; and
o appropriate to carry out the purposes of this policy.
GIAC will exercise its reserved rights only when permitted by applicable law.
When required by law, GIAC will obtain approval by the owner, the SEC, and any
appropriate regulatory authority. Examples of the actions GIAC may take include:
o deregistering Account N under the 1940 Act;
o operating Account N in any form permitted under the 1940 Act, or in any
other form permitted by law;
o taking any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act;
o transferring any assets in an investment division:
o into another investment division; or
o into one or more separate accounts; or
o into GIAC's general account;
o adding, combining or removing investment divisions in Account N;
o substituting, for the mutual fund shares held in any investment division,
the shares of another class issued by such mutual fund or the shares of
another investment company or any other investment permitted by law;
o changing the way GIAC deducts or collects charges under a policy, but
without increasing the charges unless and to the extent permitted by other
provisions of this policy;
o modifying this policy as necessary to ensure that it continues to qualify
as life insurance under Section 7702;
o making any other necessary technical changes in this policy in order to
conform with any action this provision permits GIAC to take;
o adding to, eliminating, or suspending the owner's ability to allocate Net
Premiums or transfer unloaned Policy Account Value amounts into any
Variable Investment Option or into the Fixed-Rate Option.
GIAC will notify the owner if any of these changes result in a material change
in the underlying investments of an investment division of Account N to which
any part of the Policy Account Value is allocated. Details of any such change
will be filed with any regulatory authority where required and will be subject
to any required approval.
If the owner objects to the material change and a portion of the Policy Account
Value is attributable to the affected investment division, then GIAC will
transfer that value into:
o another investment division; or
o the Fixed-Rate Option.
To effect such transfer, GIAC must receive the owner's written request in Good
Order at the Customer Service Office within 60 days of the postmarked notice of
material change. GIAC will not deduct a transfer charge for this transaction.
Page 14 {POL NO}
<PAGE>
8. THE FIXED-RATE OPTION
The Fixed-Rate Option is funded by GIAC's general account. The owner may:
o allocate all or part of any Net Premiums to the Fixed-Rate Option; or
o transfer all or part of the Policy Account Value attributable to the
Variable Investment Options into the Fixed-Rate Option (for restrictions
on transfers from the Fixed-Rate Option, see "Transfers from the
Fixed-Rate Option" on page 13).
GIAC will credit interest on all amounts allocated or transferred to the
Fixed-Rate Option.
Interest will accrue daily at a minimum guaranteed effective annual rate of 4%
and will be credited to the Fixed-Rate Option on each Monthly Processing Date.
GIAC may declare interest rates greater than 4% at its discretion.
On each Policy Anniversary, GIAC will begin accruing interest on all amounts
held in the Fixed-Rate Option at the interest rate in effect on that date. The
annual statement to the owner shows the interest rate in effect on a Policy
Anniversary if a portion of the Policy Account Value is then attributable to the
Fixed-Rate Option. GIAC will provide the interest rate in effect on any other
date upon request.
9. POLICY ACCOUNT VALUE
The Policy Account Value is the sum of the values of the Variable Investment
Options, the Fixed-Rate Option, the Loan Account and the Loan Interest Account
attributable to this policy.
Each Variable Investment Option has Investment Units and a related Unit Value.
The portion of the Policy Account Value attributable to a Variable Investment
Option equals:
o the number of Investment Units attributable to this policy which are in
that Variable Investment Option; multiplied by:
o the applicable Unit Value for that Variable Investment Option.
The portion of the Policy Account Value attributable to the Fixed-Rate Option,
the Loan Account and the Loan Interest Account, if any, is expressed as a dollar
amount.
Investment Units
Amounts allocated, transferred or added to a Variable Investment Option are used
to purchase Investment Units. Investment Units are redeemed and canceled when
amounts are deducted, withdrawn or transferred from a Variable Investment
Option. GIAC determines the number of Investment Units purchased or redeemed in
a Variable Investment Option by dividing the dollar amount of the transaction by
the Unit Value for that Variable Investment Option at the close of the Business
Day the transaction occurs.
Investment Unit Value
GIAC determines the Unit Value for each Variable Investment Option at the close
of every Business Day. The Unit Value for any Business Day is (a) multiplied by
(b), where:
o (a) is the Unit Value for the Investment Unit at the close of business on
the immediate preceding Business Day; and
o (b) is the net investment factor, as described below, for the current
Business Day.
Net Investment Factor
On any Business Day, the net investment factor for a Variable Investment Option
is determined by dividing the sum of (a) and (b) by (c) where:
o (a) is the net asset value per share of the Variable Investment Option's
corresponding mutual fund at the close of the current Business Day;
o (b) is the per share amount of any dividends or capital gains distributed
by the mutual fund on the current Business Day reduced by the sum of any
federal, state, or local taxes payable by GIAC and allocated by GIAC to
the Variable Investment Option; and
o (c) is the net asset value per share of such mutual fund at the close of
the Business Day immediately preceding the current Business Day.
Page 15 {POL NO}
<PAGE>
POLICY ACCOUNT VALUE--cont'd
Monthly Deductions
On each Monthly Processing Date, GIAC will deduct a Monthly Deduction from the
Variable Investment Options and the Fixed-Rate Option in proportion to the
portion of the Policy Account Value attributable to each option. The Monthly
Deduction for a policy month is the sum of:
o the monthly cost of insurance charge
o the administrative charges;
o the mortality and expense risk charge; and
o the monthly costs for any riders.
GIAC will not make Monthly Deductions on or after the Policy Anniversary nearest
the insured's 100th birthday.
Monthly Cost of Insurance
The monthly cost of insurance charge on each Monthly Processing Date equals the
sum of the products of (a) and (b), where:
o (a) is the applicable cost of insurance rate in effect on that Monthly
Processing Date; and
o (b) is the applicable Net Amount at Risk on the Monthly Processing Date,
divided by 1,000.
(a) and (b) are determined separately for the Basic Sum Insured, the Additional
Sum Insured, and any Policy Segments.
The monthly cost of insurance charge is calculated before the calculation of the
administrative charges, the mortality and expense risk charge, and the cost for
any additional benefit riders.
When the Net Amount at Risk is determined, the Policy Account Value will be
allocated first to the Basic Sum Insured; any excess will be allocated to the
Additional Sum Insured and then to any Policy Segments in the order they took
effect. If the death benefit is increased due to the operation of Death Benefit
Option 2 or 3, the increase will be allocated to the Basic Sum Insured. If the
death benefit is further increased due to Section 7702, such increase will be
allocated to the most recent Policy Segment.
Monthly cost of insurance rates applicable to the Net Amount at Risk for the
Basic Sum Insured, the Additional Sum Insured and any Policy Segments are based
on the:
o insured's underwriting class;
o current Face Amount plus the amount of the Adjustable Annual Renewable
Term, and any Policy Segments, if any, on the Issue Date;
o sex, and
o Policy or Policy Segment duration.
GIAC has the right to change the monthly cost of insurance rates; however, these
rates will never exceed the maximum monthly cost of insurance rates shown in the
table on page 4 for the appropriate underwriting class. Any such change will be
on a uniform basis for insureds who have the same:
o underwriting class;
o Age on the Policy Date or the date of any Policy Segment;
o Face Amount, plus the amount of the Adjustable Annual Renewable Term
Rider, if any;
o duration;
o sex; and
o the Policy or Policy Segment duration.
Any change in the monthly cost of insurance rates will be based on changes in
future expectations for:
o mortality;
o expenses;
o persistency;
o federal income taxes;
o state or local premium taxes; and
o GIAC's investment earnings.
Changes in the monthly cost of insurance rates:
o will be determined only prospectively;
o will not occur because of a deterioration in the insured's health;
o will not be made so GIAC may recoup any prior losses;
o will apply to all policies that are issued on this form; and
o will comply with the procedures and standards on file with the insurance
department for the jurisdiction where this policy is delivered.
Administrative Charges
The Monthly Deduction on each Monthly Processing Date includes the
administrative charges shown on page 3.
The administrative charges are not affected by subsequent decreases in Face
Amount or by Death Benefit Option changes.
Page 16 {POL NO}
<PAGE>
POLICY ACCOUNT VALUE--cont'd
Mortality and Expense Risk Charge
The mortality and expense risk charge is based on the Policy Account Value
allocated to the Variable Investment Options on the Monthly Processing Date. The
amount of this charge varies by duration, and is guaranteed never to exceed a
maximum monthly charge as specified on page 3.
Transaction Deductions
GIAC will deduct any applicable transfer charge (see "Transfers" on page 3) from
the Allocation Options from which amounts were transferred.
Continuation of Insurance
This policy will stay in force, even if the owner stops paying premiums, as long
as the Net Cash Surrender Value is at least equal to the current Monthly
Deduction when due.
If the Net Cash Surrender Value is less than the Monthly Deduction when due, the
Grace Period provision on page 11 will apply.
10. PARTIAL WITHDRAWALS AND SURRENDER
Partial Withdrawals
After the first policy year and while the insured is living, the owner may
request a partial withdrawal from the Net Cash Surrender Value, subject to the
conditions described below. All partial withdrawals will reduce the Policy
Account Value by the amount of the partial withdrawal. The portion of a partial
withdrawal which exceeds the reduction-free partial withdrawal, as described
below, will also reduce the Face Amount.
GIAC will calculate the reduction-free partial withdrawal as of the close of the
Business Day of receipt of the owner's written request for a partial withdrawal
as follows:
For Death Benefit Option 1, the reduction-free partial withdrawal will equal the
lesser of the full amount of the partial withdrawal or the excess, if any, of
(a) over (b) where:
o (a) equals the Policy Account Value; and
o (b) equals the Face Amount, divided by the applicable Death Benefit Factor
shown on page 4.
For Death Benefit Option 2, the full partial withdrawal is reduction-free.
For Death Benefit Option 3, the reduction-free partial withdrawal is the lesser
of the full amount of the partial withdrawal or the greater of:
o the Net Accumulated Premiums; or
o the lesser of the full amount of the partial withdrawal or the excess, if
any, of (a) over (b) where;
o (a) equals the Policy Account Value, and
o (b) equals the Face Amount divided by the applicable Death Benefit
Factor shown on page 4.
A partial withdrawal will take effect as of the Business Day on which GIAC
receives the owner's request for the partial withdrawal.
GIAC will send the owner revised policy pages reflecting any reduction in
benefits and values due to a partial withdrawal. The conditions for taking a
partial withdrawal are as follows:
o GIAC must receive the owner's written request in Good Order at the
Customer Service Office;
o the partial withdrawal must be at least the amount of the minimum partial
withdrawal shown on page 3;
o if Death Benefit Option 1 or Option 3 is in effect, the Face Amount
remaining after any reduction, as specified above, may not be less than
the Minimum Face Amount shown on page 3; and
o the Net Cash Surrender Value after a partial withdrawal must be sufficient
to cover 3 times the most recent Monthly Deduction.
GIAC reserves the right to limit the number of partial withdrawals to 12 a
policy year.
GIAC will deduct the amount of any partial withdrawal from the Policy Account
Value attributable to the Variable Investment Options specified in the owner's
request for the partial withdrawal. GIAC will only deduct from the Fixed Rate
Option if the partial withdrawal exceeds the Policy Account Value attributable
to all Variable Investment Options.
GIAC will not process any request for a partial withdrawal that:
o does not specify the Variable Investment Options from which the partial
withdrawal should be taken; or
o exceeds the amount available.
Page 17 {POL NO}
<PAGE>
PARTIAL WITHDRAWALS AND SURRENDER-cont'd
Surrender
The owner may surrender this policy for its Net Cash Surrender Value if GIAC
receives this policy and written request in Good Order at the Customer Service
Office. The surrender will take effect as of the close of the Business Day on
which GIAC receives the written request. Upon surrender, this policy will
terminate and all insurance under this policy will end. The surrender charge is
shown on page 3.
GIAC will deduct surrender charges if this policy is surrendered for its Net
Cash Surrender Value during a surrender charge period.
Total surrender charges under this policy will equal the sum of the surrender
charges for the Initial Face Amount and any Policy Segments.
The Surrender Charge Table applicable to the Initial Face Amount is shown on
page 3.
An increase in Face Amount that creates a new Policy Segment will result in
additional surrender charges. The owner will be notified of the new surrender
charges. The new surrender charges will take effect on the effective date of the
new Policy Segment.
Surrender charges are not affected by a change in Death Benefit Option or by
decreases in Face Amount.
11. POLICY LOANS
The owner may obtain a policy loan at any time if:
o the insured is living; and
o GIAC receives the owner's written request in Good Order at the Customer
Service Office.
This policy must be assigned to GIAC; this is the only security needed. The
policy loan will take effect as of the Business Day on which GIAC receives the
written request.
Loan Value
The loan value is the maximum amount the owner may borrow on this policy. The
loan value on any Business Day is:
o 90% of the Cash Surrender Value on that Business Day; less
o the amount of any Policy Debt on that Business Day; less:
o the amount of any interest which will accrue on this Policy Debt and the
amount borrowed up to the next Policy Anniversary.
The minimum loan amount is shown on page 3.
Policy Debt
Any Policy Debt not repaid upon the insured's death will be deducted from the
death proceeds.
Loan Interest
Loan interest accrues daily at a yearly rate of 5% until the date shown on page
3, and 4.5% thereafter. This interest is payable in arrears on each Policy
Anniversary. Any accrued and unpaid interest as of the Policy Anniversary will
be capitalized and added to the outstanding loan amounts and will be charged
interest at the same rate.
Page 18 {POL NO}
<PAGE>
POLICY LOANS-cont'd
Loan Account
When the owner takes a policy loan, GIAC transfers an amount equal to the loan
amount from the Variable Investment Options and the Fixed-Rate Option into a
Loan Account. An amount equal to the loan amount remains in the Loan Account
until the loan is repaid. Amounts transferred from the Variable Investment
Options into the Loan Account no longer share in the investment experience of
the options from which they were transferred. Amounts transferred from the
Fixed-Rate Option no longer earn the rate of interest which applied to the
Fixed-Rate Option.
GIAC will transfer the loan amount from the Policy Account Value attributable to
the Variable Investment Options specified in the owner's request for the loan.
GIAC will only transfer the excess from the Fixed Rate Option if the loan
exceeds the Policy Account Value attributable to all Variable Investment
Options.
GIAC will not process any request for loan amount that:
o does not specify the Variable Investment Options from which the loan
amount should be taken:
o exceeds the amount available.
On each Policy Anniversary, GIAC will transfer an amount needed to increase the
Loan Account to equal the Policy Debt. This amount will first be transferred
from the Loan Interest Account (see "Loan Interest Account," below) to the
extent available and thereafter proportionately from the amounts in the Variable
Investment Options and the Fixed-Rate Option.
Loan Interest Account
Amounts in the Loan Account earn interest from the Business Day of the transfer
at a minimum effective yearly rate of 4%.
Interest earned on the Loan Account is credited to the Loan Interest Account.
Amounts in the Loan Interest Account earn interest at a minimum effective yearly
rate of 4%.
On each Policy Anniversary, any amount remaining in the Loan Interest Account
after the transfer required to cover the interest due on the Policy Debt is
transferred to the Variable Investment Options and the Fixed-Rate Option in
accordance with the premium allocation instructions in effect on that date.
Repayment
Except for required loan repayments, any outstanding Policy Debt may be repaid
at any time before the insured's death while this policy is in force. Loan
repayments are applied:
o first to policy loan interest due but not yet capitalized;
o then to loan amounts outstanding; and
o then to policy interest accrued since the last Policy Anniversary but not
yet due.
The minimum loan repayment amount is shown on page 3.
GIAC will require a loan repayment when the Policy Debt exceeds the Cash
Surrender Value. GIAC will notify the owner if a loan repayment is required. The
notice will specify the amount and due date of any required loan repayment (see
"Grace Period" on page 11 for the due date of a required loan repayment). The
amount of the required loan repayment will be the amount by which the Policy
Debt exceeds the Cash Surrender Value on the Monthly Processing Date that GIAC
identified the shortfall.
The required loan repayment will be credited as of the close of the Business Day
on which GIAC receives the repayment in Good Order at the Customer Service
Office. If a required loan repayment is not paid by its due date, this policy
will lapse without value.
Any outstanding Policy Debt may also be repaid within 60 days after the
insured's death if:
o the death proceeds of this policy have not been paid in one sum or applied
under a payment option; and
o the policy was in force on the date of the insured's death.
Page 19 {POL NO}
<PAGE>
12. EXCHANGE OF POLICY
The owner may exchange this policy for a new fixed-benefit policy on the life of
the insured at any time until the applicable date shown on page 3; evidence of
insurability will not be required. The values under the new policy will not be
available for allocation to the Variable Investment Options or the Fixed-Rate
Option. This exchange is subject to the following conditions:
o GIAC must receive written request at the Customer Service office in Good
Order;
o this policy must be in force with all due Monthly Deductions paid to the
exchange date;
o this policy must be surrendered to GIAC;
o the exchange cost, if any, must be paid to the issuing company (see
"Exchange Cost or Credit" below);
o any outstanding Policy Debt must be paid to GIAC;
o the new policy will be an annual premium whole life plan then being issued
by GIAC or its affiliate. GIAC's affiliate is The Guardian Life Insurance
Company of America;
o the new policy will have the same Policy Date as this policy;
o the face new policy will be for the same face amount as this policy;
however, the owner may exchange a portion of this policy's face amount,
subject to the following conditions:
o the new policy's face amount may not be less than the minimum face
amount under GIAC's or it's affiliate's rules;
o the remaining policy's face amount shall not be less than the
minimum face amount under GIAC's rules. If the remaining policy's
face amount does not meet GIAC's requirements, then it will
terminate on the date the new policy takes effect;
o if a partial exchange is made, a pro rata portion of this policy's
net cash surrender value will be withdrawn and applied to the new
policy;
o if a partial exchange is made, no further policy exchanges may be
made.
o the new policy's underwriting class will be based on the underwriting
classes made available by the issuing company and will be comparable to
the underwriting class of the most recent in force Policy Segment of this
policy; however, it will be subject to any face amount limitations then in
effect;
o premiums for the new policy will be based on the published rates of the
issuing company on the exchange date. The premiums will depend on the new
policy's plan, face amount and underwriting class, and
o the insured's Age and sex;
o the contestable and suicide periods for the new policy will be measured
from the Issue Date of this policy; and
o the new policy will be subject to any existing assignment of this policy.
Riders
Additional benefit riders will be available on the new policy only with the
issuing company's receipt of satisfactory evidence of insurability. All riders
on the new policy will be subject to the issuing company's rules on the exchange
date.
Exchange Cost or Credit
In some cases, there may be an exchange cost or credit, depending on the amount
applied to the new policy.
On or before the fifth policy anniversary, the exchange cost or credit is the
greater of (a) or (b) where:
o (a) is the cumulative premiums for the new policy with an annual interest
rate of 6%, less the pro-rata portion of the cumulative premiums for this
policy applicable to the Face Amount exchanged with an annual interest
rate of 6%; and
o (b) is the cash value of the new policy, less the pro-rata portion of this
policy's Net Cash Surrender Value on the exchange date applicable to the
Face Amount exchanged.
After the fifth policy anniversary, the exchange cost is equal to the cash value
of the new policy less the pro-rata portion of this policy's Net Cash Surrender
Value on the exchange date applicable to the Face Amount exchanged.
If this amount is greater than zero, the owner must pay the exchange cost to the
issuing company. If this amount is less than zero, the issuing company will pay
an exchange credit to the owner.
Exchange Date
The exchange date is the Issue Date of the new policy. This date is the later
of:
o the Business Day GIAC receives the owner's written request for exchange in
Good Order and this policy at the Customer Service Office; or
o the Business Day the issuing company receives any exchange cost payable by
the owner.
Page 20 {POL NO}
<PAGE>
13. PAYMENT OPTIONS
Payment of Proceeds
The proceeds of this policy will be paid in one sum, unless otherwise provided.
All or part of this sum may be applied under any payment option described below
or in any other manner GIAC approves. The payee under any payment option must be
a natural person.
Election of Payment Options
During the insured's lifetime, the owner may choose any option for payment of
the death proceeds. If no election is in force when the proceeds become payable,
the payee may make an election subject to the following conditions:
o for death proceeds, election must be made within one year after the
insured's death;
o for other proceeds, election must be made within 60 days after the
proceeds become payable.
The owner may appoint a secondary payee to receive any payments remaining after
the death of the payee. Upon the death of any payee receiving payments under an
option, the remaining payments will be continued to the secondary payee or paid
in one sum as described in "Termination" on page 22, whichever is elected.
Any election must be in a written form satisfactory to GIAC. Payment options are
fixed and do not vary with the performance of the variable investment options.
Options Available
o Option 1 - Proceeds Left at Interest: GIAC will hold the proceeds, making
monthly interest payments. The yearly guaranteed interest rate is 3%.
o Option 2 - Payments of a Specified Amount: GIAC will make monthly payments
of a specified amount until the proceeds and interest are fully paid. The
total amount paid each year must be at least 10% of the original proceeds.
Interest will be added to the proceeds each year; the yearly guaranteed
interest rate is 3%.
o Option 3 - Payments for a Specified Period: GIAC will make monthly
payments for the number of years elected. The guaranteed monthly payments
shown in the Option 3 table on page 22 include interest at 3% per year.
o Option 4 - Life Income with 10 Years Guaranteed: GIAC will make monthly
payments for 10 years and for the remaining lifetime of the person on
whose life the option is based. The guaranteed monthly payments shown in
the Option 4 table on page 23 include interest at 3% per year.
o Option 5 - Refund Life Income: GIAC will make monthly payments until the
total amount paid equals the proceeds settled, and for the remaining
lifetime of the person on whose life the option is based. The guaranteed
monthly payments shown in the Option 5 table on page 23 include interest
at 3% per year.
o Option 6 - Joint and Survivor Income with 10 Years Guaranteed: GIAC will
make monthly payments for 10 years and for the remaining lifetime of
either of the two persons on whose lives the option is based. The
guaranteed monthly payments shown in the Option 6 table on page 24 include
interest at 3% per year.
The Payment Option Tables for options 4, 5 and 6 are based on the Annuity 2000
Mortality Tables (male and female), projected 20 years to the year 2020 by:
o 100% of male Scale G factors for males;
o 50% of female Scale G factors for females.
Payment Provisions
o At least $5,000 must be applied under each option selected.
o Each periodic payment must be at least $50.
o The effective date of any option is the date the proceeds become payable.
This date is the option date. Death proceeds are payable as of the date of
the insured's death.
o After an option becomes effective, it cannot be terminated for payment in
one sum, unless otherwise provided.
o The first payment under Option 1 is due one month after the option date.
The first payment under Option 2, 3, 4, 5, or 6 is due on the option date.
o GIAC requires satisfactory proof of age of any person on whose life the
option is based before any payment is made.
o Under Option 4, 5, or 6, the present value of future benefits may not be
withdrawn.
Page 21 {POL NO}
<PAGE>
PAYMENT OPTIONS - cont'd
Termination
Upon termination of an option, any amount payable is:
o Under Option 1 or 2, any unpaid proceeds with any accrued interest.
o Under Option 3, the present value on the basis of 3% yearly compound
interest of any unpaid payments for the specified period.
o Under Option 4, 5, or 6, the present value of any unpaid payments
for the guaranteed period. This present value is derived using the
interest rate which was used in computing the actual monthly
payment.
PAYMENT OPTION TABLES
OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD
GUARANTEED MONTHLY PAYMENT
FOR EACH $1000 OF PROCEEDS
- --------------------------------------------------------------------------------
Years 1 2 3 4 5 6
Amount $ 84.47 42.86 28.99 22.06 17.91 15.14
Years 7 8 9 10 11 12
Amount $ 13.16 11.68 10.53 9.61 8.86 8.24
Years 13 14 15 16 17 18
Amount $ 7.71 7.26 6.87 6.53 6.23 5.96
Years 19 20 21 22 23 24
Amount $ 5.73 5.51 5.32 5.15 4.99 4.84
Years 25 26 27 28 29 30
Amount $ 4.71 4.59 4.47 4.37 4.27 4.18
- --------------------------------------------------------------------------------
Page 22 {POL NO}
<PAGE>
PAYMENT OPTION TABLES - cont'd
OPTIONS 4 AND 5 - GUARANTEED MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS
<TABLE>
<CAPTION>
Option 4* Option 5* Option 4* Option 5*
Age Male Female Male Female Age Male Female Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 2.93 2.89 2.92 2.88 54 4.13 3.96 4.01 3.88
21 2.95 2.90 2.94 2.89 55 4.20 4.03 4.07 3.94
22 2.97 2.92 2.95 2.91 56 4.27 4.10 4.13 4.00
23 2.98 2.93 2.97 2.92 57 4.35 4.17 4.20 4.06
24 3.00 2.95 2.99 2.94 58 4.43 4.24 4.27 4.13
25 3.02 2.96 3.00 2.95 59 4.52 4.32 4.34 4.20
26 3.04 2.98 3.02 2.97 60 4.61 4.41 4.42 4.27
27 3.06 3.00 3.04 2.99 61 4.71 4.50 4.50 4.35
28 3.08 3.02 3.06 3.01 62 4.81 4.59 4.59 4.43
29 3.10 3.04 3.08 3.03 63 4.92 4.69 4.68 4.52
30 3.12 3.06 3.10 3.05 64 5.03 4.80 4.77 4.61
31 3.15 3.08 3.13 3.07 65 5.15 4.91 4.87 4.70
32 3.17 3.10 3.15 3.09 66 5.28 5.03 4.97 4.81
33 3.20 3.12 3.17 3.11 67 5.41 5.16 5.08 4.91
34 3.22 3.15 3.20 3.13 68 5.54 5.29 5.20 5.03
35 3.25 3.17 3.23 3.16 69 5.68 5.43 5.32 5.15
36 3.28 3.20 3.25 3.18 70 5.83 5.57 5.44 5.27
37 3.31 3.23 3.28 3.21 71 5.98 5.73 5.58 5.41
38 3.35 3.26 3.31 3.24 72 6.14 5.89 5.72 5.55
39 3.38 3.29 3.34 3.26 73 6.30 6.06 5.86 5.70
40 3.42 3.32 3.38 3.29 74 6.46 6.24 6.02 5.86
41 3.45 3.35 3.41 3.32 75 6.63 6.42 6.18 6.03
42 3.49 3.39 3.44 3.36 76 6.80 6.61 6.35 6.20
43 3.53 3.42 3.48 3.39 77 6.97 6.81 6.53 6.39
44 3.58 3.46 3.52 3.43 78 7.15 7.00 6.72 6.59
45 3.62 3.50 3.56 3.46 79 7.33 7.20 6.92 6.80
46 3.67 3.54 3.60 3.50 80 7.51 7.40 7.13 7.03
47 3.72 3.59 3.64 3.54 81 7.68 7.60 7.35 7.26
48 3.77 3.63 3.69 3.58 82 7.86 7.80 7.59 7.52
49 3.82 3.68 3.74 3.63 83 8.03 7.99 7.83 7.78
50 3.87 3.73 3.79 3.67 84 8.19 8.17 8.09 8.06
51 3.93 3.79 3.84 3.72 85 8.35 8.34 8.37 8.35
52 3.99 3.84 3.89 3.77
53 4.06 3.90 3.95 3.82
</TABLE>
* Amount payable unless option is irrevocably elected before insured's death to
be automatically effective for death proceeds. If option is elected before
insured's death, add 2 years to annuitant's age at all ages.
+ Guaranteed monthly payments for any ages not shown will be furnished upon
request.
Page 23 {POL NO}
<PAGE>
PAYMENT OPTION TABLES - cont'd
OPTION 6-GUARANTEED MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS+
<TABLE>
<CAPTION>
Female Male Age
Age 50 51 52 53 54 55 56 57 58 59
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.44 3.46 3.48 3.50 3.51 3.53 3.54 3.55 3.57 3.58
51 3.47 3.49 3.50 3.52 3.54 3.56 3.57 3.59 3.60 3.62
52 3.49 3.51 3.53 3.55 3.57 3.58 3.60 3.62 3.63 3.65
53 3.51 3.53 3.55 3.57 3.59 3.61 3.63 3.65 3.67 3.69
54 3.53 3.55 3.58 3.60 3.62 3.64 3.66 3.68 3.70 3.72
55 3.55 3.58 3.60 3.62 3.65 3.67 3.69 3.72 3.74 3.76
56 3.57 3.60 3.62 3.65 3.67 3.70 3.72 3.75 3.77 3.79
57 3.59 3.62 3.65 3.67 3.70 3.73 3.75 3.78 3.80 3.83
58 3.61 3.64 3.67 3.70 3.73 3.75 3.78 3.81 3.84 3.86
59 3.63 3.66 3.69 3.72 3.75 3.78 3.81 3.84 3.87 3.90
60 3.64 3.68 3.71 3.74 3.78 3.81 3.84 3.87 3.90 3.94
61 3.66 3.70 3.73 3.76 3.80 3.83 3.87 3.90 3.94 3.97
62 3.68 3.71 3.75 3.79 3.82 3.86 3.90 3.93 3.97 4.00
63 3.69 3.73 3.77 3.81 3.84 3.88 3.92 3.96 4.00 4.04
64 3.71 3.75 3.79 3.83 3.87 3.91 3.95 3.99 4.03 4.07
65 3.72 3.76 3.80 3.84 3.89 3.93 3.97 4.02 4.06 4.10
66 3.73 3.78 3.82 3.86 3.91 3.95 4.00 4.04 4.09 4.13
67 3.75 3.79 3.83 3.88 3.92 3.97 4.02 4.07 4.12 4.16
68 3.76 3.80 3.85 3.89 3.94 3.99 4.04 4.09 4.14 4.19
69 3.77 3.81 3.86 3.91 3.96 4.01 4.06 4.11 4.17 4.22
70 3.78 3.83 3.87 3.92 3.97 4.03 4.08 4.14 4.19 4.25
<CAPTION>
Female Male Age
Age 60 61 62 63 64 65 66 67 68 69 70
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.59 3.60 3.61 3.62 3.63 3.64 3.65 3.66 3.67 3.67 3.68
51 3.63 3.64 3.65 3.66 3.67 3.68 3.69 3.70 3.71 3.72 3.72
52 3.66 3.68 3.69 3.70 3.72 3.73 3.74 3.75 3.76 3.76 3.77
53 3.70 3.72 3.73 3.75 3.76 3.77 3.78 3.79 3.80 3.81 3.82
54 3.74 3.76 3.77 3.79 3.80 3.82 3.83 3.84 3.85 3.86 3.87
55 3.78 3.80 3.81 3.83 3.85 3.86 3.88 3.89 3.90 3.92 3.93
56 3.81 3.84 3.86 3.87 3.89 3.91 3.93 3.94 3.96 3.97 3.98
57 3.85 3.88 3.90 3.92 3.94 3.96 3.98 3.99 4.01 4.02 4.04
58 3.89 3.92 3.94 3.96 3.99 4.01 4.03 4.05 4.06 4.08 4.10
59 3.93 3.96 3.98 4.01 4.03 4.06 4.08 4.10 4.12 4.14 4.16
60 3.97 4.00 4.02 4.05 4.08 4.11 4.13 4.15 4.18 4.20 4.22
61 4.00 4.04 4.07 4.10 4.13 4.16 4.18 4.21 4.24 4.26 4.28
62 4.04 4.08 4.11 4.14 4.18 4.21 4.24 4.27 4.29 4.32 4.35
63 4.08 4.11 4.15 4.19 4.22 4.26 4.29 4.32 4.35 4.38 4.41
64 4.11 4.15 4.19 4.23 4.27 4.31 4.35 4.38 4.41 4.45 4.48
65 4.15 4.19 4.23 4.28 4.32 4.36 4.40 4.44 4.48 4.51 4.55
66 4.18 4.23 4.27 4.32 4.36 4.41 4.45 4.50 4.54 4.58 4.61
67 4.21 4.26 4.31 4.36 4.41 4.46 4.51 4.55 4.60 4.64 4.68
68 4.25 4.30 4.35 4.40 4.46 4.51 4.56 4.61 4.66 4.71 4.75
69 4.28 4.33 4.39 4.44 4.50 4.56 4.61 4.67 4.72 4.77 4.82
70 4.31 4.36 4.42 4.48 4.54 4.60 4.66 4.72 4.78 4.84 4.89
</TABLE>
+ Guaranteed monthly payments for any ages not shown will be furnished upon
request.
Page 24 {POL NO}
<PAGE>
14. GENERAL PROVISIONS
The Contract
The entire contract consists of the Basic Policy and any attached additional
benefit riders, endorsements, the original application and any subsequent
applications for changes that are attached to this policy. GIAC relied upon the
application(s) in issuing this policy. All statements in the application(s) are
assumed to be true to the best knowledge and belief of the person(s) making
them. These statements are representations and not warranties. No statement will
be used to contest this policy unless contained in the application(s).
Only the President, a Vice President, or the Secretary of GIAC may make or
modify this policy. No agent has the authority to:
o change this policy;
o waive any provision of this policy or any of GIAC's requirements; or
o waive an answer to any question in the application(s).
GIAC will not be bound by any promise or statement made by any agent or other
person except as stated above.
Basis of Values
The maximum cost of insurance rates under this policy are based on:
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
aggregate, for Attained Ages 0 through 14; or
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
non-smoker, for Attained Ages 15 through 19; or
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
smoker or non-smoker, for Attained Ages 20 and over.
All policy values equal or exceed those required by any state statute. A
detailed statement of the method of computing these values has been filed with
each state insurance department.
Age and Sex
If the Age or sex of the insured has been misstated, the amount of death benefit
for the Basic Policy will be that which would be purchased by the most recent
deduction for the cost of insurance charge based on the correct Age and sex; the
amount of death benefit for any riders will be that which would be purchased by
the most recent deduction for rider charges based on the correct Age and sex.
Incontestability
This policy will be incontestable after it has been in force during the
insured's lifetime for 2 years from its Issue Date. If the Death Benefit Option
is changed from Option 1 or Option 3 to Option 2, the amount of any increase in
the death benefit will be incontestable after such increase has been in force
during the insured's lifetime for 2 years from the date the change takes effect.
If the Face Amount has been increased, such increase will be incontestable after
it has been in force during the insured's lifetime for 2 years from the date the
increase takes effect. If GIAC successfully contests a change from Death Benefit
Option 1 or Option 3 to Option 2 or an increase in Face Amount, the death
benefit will be the amount that would have been payable had such change or
increase not taken effect.
The contestable period of any additional benefit rider attached to this policy
is stated in the rider.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within 2 years from the
Issue Date, GIAC's liability will be limited to the greater of (a) or (b) as of
the date of death, where:
o (a) is:
o the sum of all premium payments made under this policy;
less:
o any Policy Debt; and
o any partial withdrawals;
o (b) is the Net Cash Surrender Value.
If the insured commits suicide, while sane or insane within 2 years from the
effective date of any increase in the Face Amount, GIAC's liability with respect
to such increase will be limited to the cost of insurance for such increase. If
the insured commits suicide, while sane or insane, within 2 years from the
effective date of any change from Death Benefit Option 1 or Option 3 to Option
2, GIAC's liability will be limited to the death benefit that would have been
payable had such change not taken effect; GIAC will also refund to the owner any
cost of insurance associated with any increase in death benefit due to such
change.
Page 25 {POL NO}
<PAGE>
GENERAL PROVISIONS--cont'd
Deferment
GIAC reserves the right to defer calculation and payment of this policy's
benefits which are attributable to the Variable Investment Options when:
o the New York Stock Exchange is closed for trading (except for customary
weekend and holiday closings); or
o the Securities and Exchange Commission restricts trading or determines
that an emergency exists; or
o a Variable Investment Option's corresponding mutual fund lawfully suspends
payment or redemption of its shares.
In such situations, GIAC may defer:
o determination or payment of a partial withdrawal, surrender or death
proceeds (GIAC may defer payment of death proceeds for up to 2 months
only); or
o determination or payment of policy loans; or
o transfers among the Variable Investment Options; or
o allocation of Net Premiums to the Variable Investment Options.
GIAC may defer the following transactions from the Fixed-Rate Option for up to 6
months from the Business Day GIAC receives the owner's written request in Good
Order at the Customer Service Office:
o determination or payment of a partial withdrawal, surrender or death
proceeds GIAC will pay interest on deferred partial withdrawals and
surrenders at a rate not less than 3% a year if any such payment is
deferred 30 days or more; or
o determination or payment of policy loans; or
o transfers from the Fixed-Rate Option.
Communications with GIAC
GIAC receives all communications only at the Customer Service Office. Please
include the policy number, the full names of the owner and insured, and the
owner's current address in all correspondence with GIAC.
Payments by GIAC
All amounts payable by GIAC are payable at the Customer Service Office.
Statement to the Owner
GIAC will provide a written statement to the owner once each year. GIAC will
send the statement soon after each Policy Anniversary.
The statement will show the following information as of the most recent Policy
Anniversary:
o the amount of the current death benefit;
o the Policy Account Value and the portion of the Policy Account Value
attributable to the Variable Investment Options and the Fixed-Rate Option;
o the Net Cash Surrender Value and Cash Surrender Value;
o the premiums paid, and charges deducted since the last statement;
o any transfers or partial withdrawals since the last statement; and
o any outstanding Policy Debt.
The statement will also include any other information required by the
jurisdiction where this policy is delivered.
Page 26 {POL NO}
<PAGE>
INDEX
Subject Page
Age and Sex.............................................................25
Allocation of Net Premiums..............................................12
Assignment..............................................................10
Basis of Values.........................................................25
Beneficiary...........................................................3, 9
Changing the Face Amount.................................................8
Communications with GIAC................................................26
Continuation of Insurance...............................................17
Crediting Payments......................................................11
Death Proceeds...........................................................7
Deferment...............................................................26
Definitions..............................................................5
Dollar Cost Averaging Option............................................13
Exchange of Policy......................................................20
The Fixed-Rate Option...................................................15
Grace Period............................................................11
The Guardian Separate Account N.........................................14
Incontestability........................................................25
Investment Units.....................................................5, 15
Loan Account............................................................19
Monthly Cost of Insurance...............................................16
Monthly Deductions...................................................3, 16
No Lapse Guarantee Condition............................................11
No Lapse Guarantee Period...............................................11
Owner.................................................................3, 9
Partial Withdrawals.....................................................17
Payment Options.....................................................21, 22
Payment Option Tables...........................................22, 23, 24
Policy Account Value.........................................6, 15, 16, 17
Policy Data..............................................................3
Policy Loans............................................................18
Premium Payment.....................................................10, 11
Rights Reserved.........................................................14
Statement to the Owner..................................................26
Suicide Exclusion.......................................................25
Surrender...............................................................18
Table of Maximum Monthly Cost of Insurance Rates.........................4
Table of Death Benefit Factors...........................................4
Transaction Deductions...............................................3, 17
Transfers...............................................................12
Page 27
<PAGE>
Flexible Premium Adjustable Variable Life Insurance Policy
o Flexible premiums payable during the Insured's lifetime
o Adjustable death proceeds payable upon the Insured's death if policy is in
force
o Investment experience reflected in benefits
o Non-participating--No dividends payable
[GRAPHIC OMITTED]
CERTIFICATE OF INCORPORATION
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
Section 1.1 Name. The name of the corporation (hereinafter called the
Corporation) is: THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
ARTICLE II
Section 2.1 Registered Office and Registered Agent. The address of the
Corporation's registered office in the State of Delaware is 100 West 10th
Street, City of Wilmington. The name of its registered agent at such address is
The Corporation Trust Company.
ARTICLE III
Section 3.1 Corporate Purposes. A primary purpose of the Corporation is to
engage in and carry on the business of insurance as permitted under the laws of
Delaware. In addition, and without limitation by the foregoing, the purpose of
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
<PAGE>
Section 3.2 Management and Other Contracts. The Corporation may enter into
a management, supervisory or investment advisory contract and other contracts
with, and may otherwise do business with, any firm or organization
notwithstanding that the directors or officers of the Corporation may be
employees, directors or officers of such firms or organizations, and in the
absence of fraud the Corporation and such firms or organizations may deal freely
with each other, and such other contracts or any other contract or transaction
between the Corporation and such firms or organizations shall not be invalidated
or in any wise affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or by
reason of any such contracts or transactions; provided that nothing herein shall
protect any director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office; and provided always that
such contracts or transactions shall have been fair to the Corporation as of the
time it was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.
ARTICLE IV
Section 4.1 Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is twenty thousand (20,000) shares,
all of which shall be one class of common stock of the par value of One Hundred
Dollars ($100.00) each.
<PAGE>
ARTICLE V
Section 5.1 Power of Board to Make By-Laws. The Board may make, alter or
repeal from time to time any of the By-Laws of the Corporation, except any
particular By-Law which is specified as not subject to alteration or repeal by
the Board. Any such particular By-Law may be altered or repealed only by the
affirmative vote at a meeting of the holders of a majority of the shares of
capital stock outstanding or by the written consent of the holders of a majority
of such shares.
Section 5.2 Elections of Directors Need Not be By Written Ballot. The
elections of directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE VI
Section 6.1 Incorporators. The names and mailing addresses of the
incorporators of the Corporation are:
NAME MAIL ADDRESS
---- ------------
B. J. CONSONO 100 West Tenth Street
Wilmington, Delaware 19899
F. J. OBARA, JR. 100 West Tenth Street
Wilmington, Delaware 19899
J. L. RIVERA 100 West Tenth Street
Wilmington, Delaware 19899
ARTICLE VII
Section 7.1 Reservation of Right to Amend Certificate. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate in the manner now or hereafter prescribed by law, and all
rights and powers
<PAGE>
conferred in this Certificate on stockholders, directors and officers are
subject to this reserved power.
Section 7.2 Right to Amend By-Laws. The Board of Directors is expressly
authorized to make, alter or repeal the By-Laws of the Corporation, except as
otherwise provided in any By-Laws adopted by the stockholders.
WITNESS the signatures of the undersigned this 2nd day of March, 1970.
B. J. CONSONO
F. J. OBARA, Jr.
J. L. RIVERA
<PAGE>
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 2nd day of March, 1970, personally came
before me, a Notary Public for the State of Delaware, F. J. CONSONO, F. J.
OBARA, Jr., and J. L. RIVERA all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
A. DANA ATWELL
---------------------------------
NOTARY PUBLIC
A. Dana Atwell
Notary Public
Appointed October 27, 1969
State of Delaware
Term Two Years
<PAGE>
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, EUGENE BUNTING, Secretary of State of the State Delaware, DO HEREBY
CERTIFY that the above and foregoing is a true and correct copy of Certificate
of Incorporation of "THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.", as
received and filed in this office the second day of March, A.D. 1970, at 10
o'clock A.M.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal at Dover this second day of March in the year of our Lord
one thousand nine hundred and seventy.
EUGENE BUNTING
Secretary of State
R. H. CALDWELL
Ass't Secretary of State
Secretary's Office
1855 Delaware 1793
<PAGE>
Received for Record
March 2nd, A. D. 1970.
Leo J. Dugan, Jr., Recorder.
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at
Wilmington, in Incorporation Record ,
Vol. Page &c., the 2nd day
of March, A. D. 1970.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder
Recorder's Office
New Castle Co. Del.
Mercy Justice
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * *
The Guardian Insurance & Annuity Company, Inc. a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. (the "Corporation") resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "III" and Section thereof
numbered "3.2" so that, as amended, said Article and Section shall be and
read as follows: "Management and Other Contracts. The Corporation may
enter into a management, supervisory or investment advisory contract and
other contracts with, and may otherwise do business with, any firm or
organization notwithstanding that the directors or officers of the
Corporation may be employees, directors or officers of such firms or
organizations, and in the absence of fraud the Corporation and such firms
or organizations may deal freely with each
<PAGE>
other, and such contracts or any other contracts or transaction between
the Corporation and such firms or organizations shall not be invalidated
or in any way affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or
by reason of any such contracts or transactions; provided that nothing
herein shall protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office; and provided always that such contracts or
transactions shall have been fair as to the Corporation as of the time it
was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of
<PAGE>
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, The Guardian Insurance & Annuity Company, Inc. has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Arthur V. Ferrara, its President, and Herbert N. Grolnick, its
Secretary, this 29th day of August, 1986.
By
--------------------------------------
Arthur V. Ferrara, President
Attest:
By
--------------------------------------
(CORPORATE SEAL) Herbert N. Grolnick, Secretary
BY-LAWS
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in Wilmington, Delaware.
Section 2. The corporation may have offices also at such other
places within and without the State of Delaware as the board of directors may
from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of the stockholders for the election of
directors shall be held in New York, New York at such place as may be fixed from
time to time by the board of directors. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
<PAGE>
Section 2. Annual meetings of stockholders shall, unless otherwise
provided by the board of directors, be held on the third Thursday in February
each year if not a legal holiday, and if a legal holiday, then on the next full
business day following, at 2:00 P.M., at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. In order that the corporation may determine the
stockholders entitled to notice of or to, vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. A
determination of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
Section 4. Written notice of the annual meeting, and any special
meeting stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat not less than ten nor more than fifty days
before the date of the meeting.
Section 5. The officer who has charge of the stock ledger of the
corporation shall prepare, and produce a complete list of the stockholders
entitled to vote at said meeting in accordance with Section 219(a) Title 8 of
the Delaware Code.
<PAGE>
Section 6. Special meetings of the stockholders may be called by the
president and shall be called by the president or secretary by resolution of the
board of directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such resolution or request shall state the
purpose or purposes of the proposed meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, so long as the adjournment is not for more than thirty days and a
new record date is not fixed for the adjourned meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the original meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation a
<PAGE>
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. No proxy or power of attorney to vote shall be used to vote at a
meeting of the stockholders unless it shall have been filed with the secretary
of the meeting when required by the inspectors of election. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by two inspectors of election
who shall be appointed by the board of directors, or if not so appointed, then
by the presiding officer of the meeting.
Section 11. Whenever stockholders are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding stock entitled to vote thereon, all in accordance with Section 228,
Title 8 of the Delaware Code.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be five.*(1) By amendment of this by-law the number may be increased
or
- ----------
1 *Amended by board of directors on 11/20/86 to delete the number "five" and
insert in its place "at least seven."
<PAGE>
decreased from time to time by the board of directors within the limits
permitted by law, but no decrease in the number of directors shall change the
term of any director in office at the time thereof. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this article, and each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected, unless sooner displaced.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be
<PAGE>
specified in a notice given as hereinafter provided for special meetings of the
board of directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board of directors.
Section 7. Special meetings of the board of directors may be called
by the president and shall be called by the secretary on the written request of
two directors. Notice of special meetings of the board of directors shall be
given to each director at least three days before the meeting if by mail or at
least 24 hours before the meeting if given in person or by telephone or by
telegraph. The notice need not specify the business to be transacted.
Section 8. At meetings of the board of directors, one-third of the
directors at the time in office but in no event less than two*(2) directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the
- ----------
2 *Amended by board of directors on 11/20/86 to delete the phrase "one-third of
the directors at the time in office but in no event less than two" and insert in
its place the word "five."
<PAGE>
management of the business and affairs of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting or in any written consent of the committee. The member or members of
any such committee present at any meeting and not disqualified from voting may,
whether or not he or they constitute a quorum, unanimously appoint another
member of the board of directors to act at the meeting in the place of any
absent or disqualified member.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board of directors.
Section 11. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
Section 12. The directors may be paid their expenses of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
<PAGE>
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders mailed to them at
their addresses appearing on the books of the corporation shall be deemed to be
given at the time when deposited in the United States mail.
Section 2. Whenever any notice is required to be given a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent of
notice. Attendance of a person at a meeting of a stockholders or of directors
shall constitute a waiver of notice of such meeting except when the stockholder
or director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors at its first meeting after each annual meeting of
stockholders and shall be a president, who shall be a director, and a vice
president, a secretary, a treasurer and such other officers and agents as the
board desires who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board or as set forth in these by-laws. Any number of offices may be held by
the same person.
<PAGE>
Section 2. The salaries of all officers of the corporation shall be
fixed by the board of directors.
Section 3. Any officer may be removed at any time by the board of
directors with or without cause. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors if the office is not discontinued.
*(3)Section 4. The president shall be the chief executive officer of
the corporation, shall preside at all meetings of the stockholders and shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are carried into
effect. He shall execute on behalf of the corporation and may affix or cause the
seal to be affixed to all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation or as
provided herein.
Section 5. The vice presidents shall act under the direction
of the president and in the absence or disability of the president, in the order
of seniority specified by the board, they shall perform the duties and exercise
the powers of the president. They shall perform such other duties and have such
other powers as the president or the board of directors may from time to time
prescribe.
Section 6. The secretary shall act under the direction of the
president. Subject to the direction of the president he shall attend all
meetings of the board of
- ----------
3 *Amended by board of directors 6/3/82 to read: "Unless the board of directors
shall elect a chairman as chief executive officer, the president shall be the
chief executive officer of the corporation . . . ."
<PAGE>
directors and all meetings of the stockholders and record the proceedings. He
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the president or the board of directors. He shall keep
in safe custody the seal of the corporation and cause it to be affixed to any
instrument requiring it.
Section 7. The treasurer shall act under the direction of the
president. Subject to the direction of the president he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the president or the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He may affix or cause to be affixed the seal of the corporation to
any instrument requiring it.
Section 8. On behalf of the corporation any officer may execute and
affix the corporate seal to documents necessary in the management of the affairs
of the corporation. Where two signatures are required, any two officers may
execute such documents.
<PAGE>
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the president or a vice president and the treasurer or the secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Section 2. The board of directors may direct a new certificate of
stock to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed
Section 3. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the
certificate of the incorporation and these by-laws regarding transfer of shares
and restrictions on such transfers have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE>
Section 4. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
MISCELLANEOUS
Section 1. Dividends upon the shares of the capital stock of the
corporation may be declared and paid by the board of directors from the funds
legally available. Dividends may be paid in cash, in property, or in shares of
the capital stock of the corporation.
Section 2. Before the payment of any dividends there may be set
aside, out of any funds of the corporation available for dividends, such sum or
sums as the board of directors from time to time in its absolute discretion may
think proper, as a reserve or reserves to meet contingencies or for any other
purpose the directors shall think conducive to the interest of the corporation.
The board of directors may modify or abolish any such reserve.
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officers or offices or such other person or
persons as the board of directors may from time to time designate.
<PAGE>
Section 4. The fiscal year of the corporation shall be the calendar
year unless changed by the board of directors.
Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE VIII
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissable under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective
<PAGE>
rights of indemnification under any by-law, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
The board of directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The board of directors may from time to time adopt further by-laws
with respect to indemnification and may amend these and such by-laws to provide
all time the fullest indemnification permitted by the General Corporation law of
the State of Delaware.
ARTICLE IX
AMENDMENTS
Section 1. The by-laws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. The board of directors by a majority vote of the whole
board at any meeting may amend these by-laws, including by-laws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the by-laws which shall not be amended by the board of directors.
AMENDED AND RESTATED
AGREEMENT FOR SERVICES AND REIMBURSEMENT THEREFOR
This Agreement, dated the 18th of November, 1994, amends and restates the
Agreement for Services and Reimbursement Therefor, dated June 22, 1970, between
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York Corporation having
its principal place of business at 201 Park Avenue South, New York, New York
10003 (hereinafter called "GUARDIAN") and THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., a Delaware Corporation having its principal place of business at
201 Park Avenue South, New York, New York 10003 (hereinafter called "THE
SUBSIDIARY").
WHEREAS, THE SUBSIDIARY is an insurance company wholly owned by GUARDIAN,
and
WHEREAS, THE SUBSIDIARY was organized for the purpose among others of
distributing variable insurance and annuity products which are subject to the
regulation of the Securities and Exchange Commission and whose benefits are
dependent upon the performance of a portfolio of common stocks and other
investments, and
WHEREAS, the net profit or net loss of THE SUBSIDIARY will ultimately
belong to GUARDIAN as the sole owner of the stock;
NOW, THEREFORE, in consideration of the mutual advantages which will
accrue to each of the parties, it is hereby convenanted and agreed as follows:
1. THE SUBSIDIARY will develop and qualify its various products for sale
to the public through those members of the Guardian Field Force and others as
may become eligible to do so.
2. THE SUBSIDIARY will account for and administer its own activities as an
Insurance Company in accordance with the laws of the several states and the
federal laws and regulations of the Securities and Exchange Commission where
applicable.
3. THE SUBSIDIARY undertakes to follow standards set by GUARDIAN in its
operations.
4. As consideration for this Agreement and in connection with carrying out
the provisions hereof, GUARDIAN agrees to provide office space, furniture,
equipment, heat and light and clerical staff. It is further agreed that GUARDIAN
will pay salaries and provide pension benefits and other employee services
including health care
<PAGE>
benefits on the same basis for THE SUBSIDIARY'S officers and staff as for
regular full-time GUARDIAN employees. In the case of those individuals not fully
occupied in work for THE SUBSIDIARY, the proportion of salaries and other costs
attributable to the individual which should be charged to THE SUBSIDIARY will be
determined by time analysis methods. The total of such costs incurred and paid
by GUARDIAN on behalf of THE SUBSIDIARY will be repaid by THE SUBSIDIARY to
GUARDIAN at quarterly intervals upon demand accompanied by a detailed statement
substantiating the amount claimed. Such costs will be allocated by GUARDIAN to
THE SUBSIDIARY using GUARDIAN's cost accounting system. Costs will be allocated
to THE SUBSIDIARY based upon services provided by various Departments of
GUARDIAN as determined by either the Department's supervising officer or manager
or through an allocation developed by GUARDIAN's Cost Accounting Department
utilizing asset information, head count or overhead information.
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
/s/ Frank L. Pepe By /s/ John M. Smith
- ---------------------------- --------------------------------------
Witness
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
/s/ Frank L. Pepe By /s/ Peter L. Hutchings
- ---------------------------- --------------------------------------
Witness
[LOGO] GUARDIAN(TM)
The Guardian Insurance & Annuity Company, Inc. (GIAC)
Customer Service Office
P. O. Box 26240
Lehigh Valley, Pennsylvania 18003-6240
APPLICATION TO THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
SUPPLEMENT FOR VARIABLE LIFE INSURANCE
================================================================================
Please print the following information:
Section 1: Proposed Insured
This Supplement is part of the application for variable life insurance on the
life of the Proposed Insured.
(please print full name)
Name____________________________________________________________________________
First Middle Last
Application Number______________________________________________________________
- --------------------------------------------------------------------------------
Section 2: Smoking Status (Both questions apply to the Proposed Insured)
Have you smoked cigarettes in the past 24 months? |_| Yes |_| No
(A "Yes" answer designates the Proposed Insured as a smoker.)
Have you used tobacco in any form in the past 24 months? |_| Yes |_| No
- --------------------------------------------------------------------------------
Section 3: Death Benefit Options
|_| Option 1 (Level Death Benefit equal to the policy's Face Amount)
|_| Option 2 (Death Benefit may increase by the amount of the Policy Account
Value, but will never be less than the policy's Face Amount)
|_| Option 3 (Death Benefit equal to the greater of the policy's Face Amount
plus Net Cumulative Payments or the minimum death benefit required
under Section 7702 on the Monthly Processing Date preceding the
date of death.)
(Option 3 may be used only if it is available with the product
applied for)
- --------------------------------------------------------------------------------
Section 4: Life Insurance Tests Under Section 7702 of the Federal Income Tax
Code
Complete this Section only if applying for Variable Flexible Premium Adjustable
Life Insurance
Section 7702 specifies the rules under which life insurance death proceeds are
excludible from gross income. Please check one of the tests shown below. Once
elected, such test cannot be changed. If no test is elected, the automatic Life
Insurance Test will be the Guideline Premium Test.
|_| Cash Value Accumulation Test |_| Guideline Premium Test
================================================================================
P1-24 GIAC 2000 {(11/99)}
<PAGE>
================================================================================
Section 5: Planned Premium and Initial Premium Payments
Complete this Section only if applying for Variable Flexible Premium Adjustable
Life Insurance
Initial Premium Payment Amount $ _______________________
Planned Premium Payment Amount $ _______________________
Planned premiums may be payable (please check one):
|_| Annually |_| Semi-Annually
|_| Quarterly |_| Guard-O-Matic (monthly check plan).
Submit GOM form R223 and a void check
The planned premium is an amount the Owner elects to pay. However, this is a
flexible premium policy. After the initial premium, no other premium is required
to be paid as long as the Net Cash Surrender Value is sufficient to cover
monthly deductions when due; if this condition is not met, the policy may lapse
without value.
- --------------------------------------------------------------------------------
Section 6: Net Premium Allocation
[%_____ The Guardian Stock Fund
%_____ The Guardian Cash Fund
%_____ The Guardian High Yield Bond Fund-V
%_____ The Guardian 500 Index Fund
%_____ Baillie Gifford Emerging Markets Fund
%_____ Value Line Strategic Asset Management Trust
%_____ AIM V.I. Value Fund of AIM Variable Insurance Funds, Inc.
%_____ Fidelity VIP III Growth Opportunities Portfolio
%_____ Fidelity VIP III Mid-Cap Stock Portfolio
%_____ Fidelity VIP Contrafund Portfolio
%_____ Fidelity VIP Equity-Income Portfolio
%_____ Davis Value Portfolio of the Davis Variable Account Fund
%_____ MFS Research Series of the MFS Variable Insurance Trust
%_____ MFS Total Return Series of the MFS Variable Insurance Trust
%_____ Aggressive Growth Portfolio of the Janus Aspen Series
%_____ Worldwide Growth Portfolio of the Janus Aspen
Series __________________________________
%_____ Other ___________________________________
%_____ Fixed-Rate Option
%_____ The Guardian Bond Fund
%_____ The Guardian Small Cap Stock Fund
%_____ The Guardian Asset Allocation Fund
%_____ Baillie Gifford International Fund
%_____ Gabelli Capital Asset Fund
%_____ Value Line Centurion Fund
%_____ AIM V.I. Capital Appreciation Fund of AIM Variable Insurance Funds, Inc.
%_____ AIM V.I. Global Utilities Fund of AIM Variable Insurance Funds, Inc.
%_____ Davis Financial Portfolio of the Davis Variable Account Fund
%_____ Davis Real Estate Portfolio of the Davis Variable Account Fund
%_____ MFS Emerging Growth Series of the MFS Variable Insurance Trust
%_____ MFS New Discovery Series of the MFS Variable Insurance Trust
%_____ MFS Growth with Income Series
%_____ Capital Appreciation Portfolio of the Janus Aspen Series
%_____ Growth Portfolio of the Janus Aspen Series
%_____ Other __________________________________
%_____ Other __________________________________]
================================================================================
P1-24 GIAC 2000 {(11/99)}
<PAGE>
================================================================================
Section 7: Suitability
Complete this Section only if applying for Variable Flexible Premium Adjustable
Life Insurance
1. Have you, the Proposed Insured or the Owner, if other than the Proposed
Insured, received the current Prospectus?
|_| Yes |_| No
2. Do you understand that:
(a) the death benefit may increase or decrease based on the policy's
investment return, but will never be less than the guaranteed
amount?
|_| Yes |_| No
(b) the cash value may increase or decrease, even to the extent of being
reduced to zero, based on the investment return and is not
guaranteed?
|_| Yes |_| No
3. Do you believe that the policy applied for will meet your insurance needs
and financial objectives?
|_| Yes |_| No
Note: Upon request, we will furnish illustrations of benefits, including death
benefits and cash values, for:
(a) the variable life insurance policy applied for; and (b) a fixed benefit life
insurance policy for the same premium.
It is understood that under a variable life insurance policy, the amount of the
death benefit above the Guaranteed Insurance Amount, the Policy Account Value
and the Cash Surrender Value may increase or decrease, based on the investment
experience of the Separate Account and are not guaranteed.
- --------------------------------------------------------------------------------
Section 8: Riders and Optional Provisions
The following riders and optional provisions are available only with Flexible
Premium Adjustable Variable Life Insurance Policies:
|_| Accidental Death Benefit Rider $ _________
|_| Guaranteed Insurability Option Rider
|_| Annual Adjustable Renewable Term Rider $ _________
|_| Guaranteed Coverage Rider
|_| Select Security Plan - amendment to "Owner" Endorsement
|_| Other _________________________________
|_| Other _________________________________
|_| Exchange of Insured's Rider
|_| Waiver of Monthly Deduction Rider
|_| Disability Benefit Rider $ _________
|_| Additional Sum Insured Provision $ _________
|_| Other _________________________________
|_| Other _________________________________
|_| Other _________________________________
================================================================================
P1-24 GIAC 2000 {(11/99)}
<PAGE>
================================================================================
Section 9. Net Planned Premium
$ _____ The Guardian Stock Fund
$ _____ The Guardian Cash Fund
$ _____ The Guardian High Yield Bond Fund-V
$ _____ The Guardian 500 Index Fund
$ _____ Baillie Gifford Emerging Markets Fund
$ _____ Value Line Strategic Asset Management Trust
$ _____ AIM V.I. Value Fund of AIM Variable Insurance Funds, Inc.
$ _____ Fidelity VIP III Growth Opportunities Portfolio
$ _____ Fidelity VIP III Mid-Cap Stock Portfolio
$ _____ Fidelity VIP Contrafund Portfolio
$ _____ Fidelity VIP Equity-Income Portfolio
$ _____ Davis Value Portfolio of the Davis Variable Account Fund
$ _____ MFS Research Series of the MFS Variable Insurance Trust
$ _____ MFS Total Return Series of the MFS Variable Insurance Trust
$ _____ Aggressive Growth Portfolio of the Janus Aspen Series
$ _____ Worldwide Growth Portfolio of the Janus Aspen Series
$ _____ Other ____________________________________
$ _____ Fixed-Rate Option
$ _____ The Guardian Bond Fund
$ _____ The Guardian Small Cap Stock Fund
$ _____ The Guardian Asset Allocation Fund
$ _____ Baillie Gifford International Fund
$ _____ Gabelli Capital Asset Fund
$ _____ Value Line Centurion Fund
$ _____ AIM V.I. Capital Appreciation Fund of AIM Variable Insurance Funds, Inc.
$ _____ AIM V.I. Global Utilities Fund of AIM Variable Insurance Funds, Inc.
$ _____ Davis Financial Portfolio of the Davis Variable Account Fund
$ _____ Davis Real Estate Portfolio of the Davis Variable Account Fund
$ _____ MFS Emerging Growth Series of the MFS Variable Insurance Trust
$ _____ MFS New Discovery Series of the MFS Variable Insurance Trust
$ _____ MFS Growth with Income Series
$ _____ Capital Appreciation Portfolio of the Janus Aspen Series
$ _____ Growth Portfolio of the Janus Aspen Series
$ _____ Other __________________________________
$ _____ Other __________________________________]
ANY APPLICATION MADE FOR VARIABLE LIFE INSURANCE IS MADE TO
THE GUARDIAN INSURANCE AND ANNUITY COMPANY, INC.
All values under this policy which are based on the investment experience of the
separate account are variable, may increase or decrease daily and are not
guaranteed. The death proceeds, Policy Account Value and Cash Surrender Value
under this policy may increase or decrease daily, depending upon payments made,
the investment experience of the Separate Account, the amount of interest
credited to the Fixed-Rate Option, the amount of charges deducted and whether
partial withdrawals or policy loans are taken. There is no minimum guaranteed
Cash Surrender Value.
I (We) have read the above information. I (We) agree that the answers to the
questions in Section 2 are true to the best of my (our) knowledge and belief.
Dated at _______________________________________ on ____________________________
City and State Month Day Year
___________________________________ ______________________________________
Signature of Proposed Insured Signature of Applicant/Owner
if Other than proposed Insured
______________________________________ ____________________________________
Soliciting Agent/Dealer - Please Print Signature of Soliciting Agent/Dealer
(witness)
================================================================================
P1-24 GIAC 2000 {(11/99)}
<PAGE>
[LOGO] GUARDIAN(TM)
APPLICATION USAGE AND INSTRUCTIONS
This application should be used for: Qualified Pension Plans and Non-Qualified
Payroll Deduction Plans and Individual and Corporate VUL Sales, including COLI
Plans.
The basic underwriting guidelines have not been changed. The application has
been streamlined to accommodate a variety of sales situations.
QUALIFIED PENSION PLANS, NON-QUALIFIED PAYROLL DEDUCTION PLANS and
INDIVIDUAL AND CORPORATE VUL SALES
Simplified Underwriting
Please complete: Signatures are required on:
o Page 1, questions 1-8 Page 5, Agent's Report on Page 6 and Page 12
o Page 2, question 13
o Page 4, questions 19, 20
o Page 5, questions 21-24
- --------------------------------------------------------------------------------
Regular Underwriting
Please complete: Signatures are required on:
o Page 1, questions 1-8 Page 5, Agent's Report on Page 6,
o Page 2, question 13 Page 9 and Page 12
o Page 3, questions 16, 17
o Page 8, questions 25-31
o Page 9, questions 32, 33
o Page 11, questions 1-9
- --------------------------------------------------------------------------------
COLI PLANS
Guaranteed Issue
Please complete: Signatures are required on:
o Page 1, questions 1-8 Page 5 and Agent's Report on Page 6
o Page 2, question 13
o Page 3, questions 16, 17
- --------------------------------------------------------------------------------
Simplified Underwriting
Please complete: Signatures are required on:
o Page 1, questions 1-8 Page 5, Agent's Report on Page 6 and Page 12
o Page 2, question 13
o Page 4, questions 19, 20
o Page 5, questions 21-24
- --------------------------------------------------------------------------------
Regular Underwriting
Please complete: Signatures are required on:
o Page 1, questions 1-8 Page 5, Agent's Report on Page 6,
o Page 2, question 13 Page 9 and Page 12
o Page 3, questions 16, 17
o Page 8, questions 25-31
o Page 9, questions 32, 33
o Page 11, questions 1-9
PT-AP-2000
<PAGE>
The notification below must be completed and given to the Proposed Insured
before the application is completed.
GUARDIAN(TM)
|_| The Guardian Life Insurance Company of
America (the Company) Home Office:
7 Hanover Square
Mail Area 25C
New York, New York 10004-2616
|_| The Guardian Insurance & Annuity Company, Inc. (GIAC)
Customer Service Office
P. O. Box 26240
Lehigh Valley, Pennsylvania 18003-6240
Insurance Information Practices
Notice to ______________________________________________________________________
Proposed Insured (parent or guardian of minor)
Thank you for choosing insurance from Guardian. This notice is given to you at
the time you apply for life or health insurance to tell you about the kinds of
information we may obtain in connection with your application. We will treat all
personal information about you as confidential. You have a right of access and
correction with respect to this information. If you would like a more detailed
explanation of our information practices, please send your written request to
the Corporate Secretary of the Company or GIAC at the applicable address shown
above.
Fair Credit Reporting Act Pre-Notice
When we begin to process your application, we may ask for a consumer report from
a consumer reporting agency. All or part of that report may be an investigative
consumer report. Such a report will include information about your character,
general reputation, personal characteristics or mode of living, except as may be
related directly or indirectly to your sexual orientation. It will be obtained
through personal interviews with people who know you. You may ask to be
interviewed in connection with this report. We may request later consumer
reports, other than an investigative consumer report, at a future update,
renewal or extension of the insurance for which you have applied.
At your request, we will tell you if we have asked for a consumer report or an
investigative consumer report in the initial processing of your application. If
we have, we will tell you the name and address of the consumer reporting agency
to which we have made our request for a report. You can obtain a copy of this
report by contacting this consumer reporting agency. At your written request, we
will give you more detailed information about the nature and scope of this kind
of investigation.
Medical Information Bureau Pre-Notice
The Medical Information Bureau is a nonprofit membership organization of life
insurance companies. The Bureau provides an information exchange for its
members. On the request of any of its member companies to which you apply for
life or health insurance, or to which you make a claim for benefits, the Bureau
will supply Guardian with the information in its files.
Guardian or its reinsurers may make a brief report of objective findings about
you to the Bureau. We will not report what action we have taken on your
application.
If you so request of the Bureau, it will arrange to disclose the information it
may have in your file; however, medical information will be disclosed only to
your doctor. If you question the accuracy of the information in the Bureau's
file, you may contact the Bureau and seek to correct the information according
to procedures set forth in the Federal Fair Credit Reporting Act. The Bureau's
address is Post Office Box 105, Essex Station, Boston, MA 02112, telephone
617-426-3660.
Medical Records
We may request information from health care providers or others who have records
of your medical history, mental or physical condition, or treatment. Only
qualified members of Guardian's staff will have access to your medical file to
evaluate your eligibility for insurance or to service your claim for benefits
under a policy. Your authorization will govern our request for information and
any later disclosure of that information.
PT-AP-FCRA-2000
<PAGE>
GUARDIAN(TM)
|_| The Guardian Life Insurance Company of
America (the Company) Home Office:
7 Hanover Square
Mail Area 25C
New York, New York 10004-2616
|_| The Guardian Insurance & Annuity Company, Inc. (GIAC)
Customer Service Office
P. O. Box 26240
Lehigh Valley, Pennsylvania 18003-6240
APPLICATION FOR LIFE INSURANCE
================================================================================
1. Print full name of Proposed Insured __________ Height _____ Weight ______
Social Security No. |_||_||_| - |_||_| - |_||_||_||_|
|_| Single |_| Married |_| Widowed |_| Divorced
Date of Birth _____________ Place of Birth ______________ Age _________________
Mo. Day Year (nearest birthday)
Home Address _______________________________________ Policy Date _______________
Zipcode
- --------------------------------------------------------------------------------
2. Insurance Amount $ ____________ Plan Type ________________________________
- --------------------------------------------------------------------------------
3. Beneficiary (Full name, relationship to Proposed Insured , age if a minor)
If no designated beneficiary is living at the Insured's death, death benefits to
be paid to Insured's estate |_| Owner |_|
- --------------------------------------------------------------------------------
4. Owner ____________________________________________________________________
________________________________________________________________________________
Address __________________________________________ Taxpayer ID Number _________
- --------------------------------------------------------------------------------
5. Name of Employer____________________________ Date of Employment __________
- --------------------------------------------------------------------------------
6. A. Has the Proposed Insured been continuously actively at work as a
full-time employee during the last 3 months (disregarding vacations,
normal non-working days and other absences totalling not more than 7
days)? Actively at work as a full-time employee means performing all the
employee's regular duties for the above employer, at the employer's
customary place of employment, on a work schedule which is in no way
curtailed or altered because of the employee's health. |_| Yes |_| No
B. Is the Proposed Insured now actively at work full time? If "No" give full
details in "Remarks." |_| Yes |_| No
- --------------------------------------------------------------------------------
7. Is Proposed Insured an eligible employee as defined in the Plan under
which this application is made? |_| Yes |_| No
If "No," give full details in "Remarks."
- --------------------------------------------------------------------------------
8. Is the amount of insurance applied for based on the Proposed Insured's
actual compensation as defined in the Plan under which this application is
made? If "No," give full details in "Remarks." |_| Yes |_| No
================================================================================
PT-AP-2000
1
<PAGE>
================================================================================
9. Premiums payable |_| Annually |_| Semi-Annually |_| Quarterly
|_| Monthly (for PT series only)
|_| Guard-O-Matic (monthly check plan).
Submit GOM form R223 and a void check
- --------------------------------------------------------------------------------
10. Dividend Option (Applicable only to plans written by the Company)
A. Paid in cash |_| B. To reduce premium |_| C. Left at interest |_|
D. Paid-up additional insurance* |_|
*not applicable to term insurance
- --------------------------------------------------------------------------------
11. Death Benefit Option Please check one of the options shown.
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
|_| Option 1 (Level Death Benefit equal to the policy's Face Amount)
|_| Option 2 (Death Benefit may increase by the amount of the Policy
Account Value, but will never be less than the policy's Face Amount)
|_| Option 3 (Death Benefit equal to the greater of the policy's Face
Amount plus Net Cumulative Payments or the minimum death benefit
required under Section 7702 on the Monthly Processing Date preceding
the date of death.)
- --------------------------------------------------------------------------------
12. Life Insurance Tests Under Section 7702 of the Federal Tax Code
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
Section 7702 specifies the rules under which life insurance death proceeds are
excludible from gross income. Please check one of the tests shown below. Once
elected, such test cannot be changed. If no test is elected, the automatic Life
Insurance Test will be the Guideline Premium Test.
|_| Cash Value Accumulation Test |_| Guideline Premium Test
- --------------------------------------------------------------------------------
13. Planned Premium Payment
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
Planned Premium Payment Amount $ __________________
Planned premiums may be payable (please check one):
|_| Annually |_| Semi-Annually |_| Quarterly
|_| Guard-O-Matic (monthly check plan).
Submit GOM form R223 and a void check
- --------------------------------------------------------------------------------
14. Suitability
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
1. Have you, the Proposed Insured or the Owner, if other than the Proposed
Insured, received the current Prospectus?
|_| Yes |_| No
2. Do you understand that:
(a) the death benefit may increase or decrease based on the policy's
investment return, but will never be less than the guaranteed
amount?
|_| Yes |_| No
(b) The cash value may increase or decrease, even ito the extent of
being reduced to zero, based on the investment return And is not
guaranteed?
|_| Yes |_| No
3. Do you believe that the policy applied for will meet your insurance needs
and financial objectives? |_| Yes |_| No
Note: Upon request we will furnish illustrations of benefits, including death
benefits and cash values, for:
(a) the variable life insurance policy applied for; and (b) a fixed benefit life
insurance policy for the same premium.
It is understood that under a variable life insurance policy, the amount of the
death benefit above the Guaranteed Insurance Amount, the Policy Account Value
and the Cash Surrender Value may increase or decrease, based on the investment
experience of the Separate Account and are not guaranteed.
================================================================================
PT-AP-2000
2
<PAGE>
================================================================================
15. Net Planned Premium
[%_____ The Guardian Stock Fund
%_____ The Guardian Cash Fund
%_____ The Guardian High Yield Bond Fund-V
%_____ The Guardian 500 Index Fund
%_____ Baillie Gifford Emerging Markets Fund
%_____ Value Line Strategic Asset Management Trust
%_____ AIM V.I. Value Fund of AIM Variable Insurance Funds, Inc.
%_____ Fidelity VIP III Growth Opportunities Portfolio
%_____ Fidelity VIP III Mid-Cap Stock Portfolio
%_____ Fidelity VIP Contrafund Portfolio
%_____ Fidelity VIP Equity-Income Portfolio
%_____ Davis Value Portfolio of the Davis Variable Account Fund
%_____ MFS Research Series of the MFS Variable Insurance Trust
%_____ MFS Total Return Series of the MFS Variable Insurance Trust
%_____ Aggressive Growth Portfolio of the Janus Aspen Series
%_____ Worldwide Growth Portfolio of the Janus Aspen Series
%_____ Other ___________________________________
%_____ Fixed-Rate Option
%_____ The Guardian Bond Fund
%_____ The Guardian Small Cap Stock Fund
%_____ The Guardian Asset Allocation Fund
%_____ Baillie Gifford International Fund
%_____ Gabelli Capital Asset Fund
%_____ Value Line Centurion Fund
%_____ AIM V.I. Capital Appreciation Fund of AIM Variable Insurance Funds, Inc.
%_____ AIM V.I. Global Utilities Fund of AIM Variable Insurance Funds, Inc.
%_____ Davis Financial Portfolio of the Davis Variable Account Fund
%_____ Davis Real Estate Portfolio of the Davis Variable Account Fund
%_____ MFS Emerging Growth Series of the MFS Variable Insurance Trust
%_____ MFS New Discovery Series of the MFS Variable Insurance Trust
%_____ MFS Growth with Income Series
%_____ Capital Appreciation Portfolio of the Janus Aspen Series
%_____ Growth Portfolio of the Janus Aspen Series
%_____ Other __________________________________
%_____ Other __________________________________]
- --------------------------------------------------------------------------------
16. Is the insurance applied for intended to replace, in whole or in part, any
insurance policy or annuity contract in force in this or any other
company? |_| Yes |_| No
If 'Yes," give details in dated and signed statement, including company, plan,
policy number, if known, and reason for replacement.
- --------------------------------------------------------------------------------
17. Riders and Optional Provisions
The following riders and optional provisions are available only with Flexible
Premium Adjustable Variable Life Insurance Policies
|_| Accidental Death Benefit Rider $ _________
|_| Guaranteed Insurability Option Rider
|_| Annual Adjustable Renewable Term Rider $ _________
|_| Guaranteed Coverage Rider
|_| Select Security Plan - amendment to "Owner" Endorsement
|_| Other _________________________________
|_| Other _________________________________
|_| Exchange of Insured's Rider
|_| Waiver of Monthly Deduction Rider
|_| Disability Benefit Rider $ _________
|_| Additional Sum Insured Provision $ _________
|_| Other _________________________________
|_| Other _________________________________
|_| Other _________________________________
================================================================================
PT-AP-2000
3
<PAGE>
================================================================================
18. Dollar Cost Averaging Transfer Option
The portion of the Policy Account Value attributable to The Guardian Cash Fund
on the date this option is elected must be at least 12 times the amount
designated for transfer each month. The minimum transfer amount per fund, per
month is $100. Each month, GIAC will dollar cost average from The Guardian Cash
Fund the following amounts into:
[%_____ The Guardian Stock Fund
%_____ The Guardian Cash Fund
%_____ The Guardian High Yield Bond Fund-V
%_____ The Guardian 500 Index Fund
%_____ Baillie Gifford Emerging Markets Fund
%_____ Value Line Strategic Asset Management Trust
%_____ AIM V.I. Value Fund of AIM Variable Insurance Funds, Inc.
%_____ Fidelity VIP III Growth Opportunities Portfolio
%_____ Fidelity VIP III Mid-Cap Stock Portfolio
%_____ Fidelity VIP Contrafund Portfolio
%_____ Fidelity VIP Equity-Income Portfolio
%_____ Davis Value Portfolio of the Davis Variable Account Fund
%_____ MFS Research Series of the MFS Variable Insurance Trust
%_____ MFS Total Return Series of the MFS Variable Insurance Trust
%_____ Aggressive Growth Portfolio of the Janus Aspen Series
%_____ Worldwide Growth Portfolio of the Janus Aspen Series
%_____ Other ___________________________________
%_____ Fixed-Rate Option
%_____ The Guardian Bond Fund
%_____ The Guardian Small Cap Stock Fund
%_____ The Guardian Asset Allocation Fund
%_____ Baillie Gifford International Fund
%_____ Gabelli Capital Asset Fund
%_____ Value Line Centurion Fund
%_____ AIM V.I. Capital Appreciation Fund of AIM Variable Insurance Funds, Inc.
%_____ AIM V.I. Global Utilities Fund of AIM Variable Insurance Funds, Inc.
%_____ Davis Financial Portfolio of the Davis Variable Account Fund
%_____ Davis Real Estate Portfolio of the Davis Variable Account Fund
%_____ MFS Emerging Growth Series of the MFS Variable Insurance Trust
%_____ MFS New Discovery Series of the MFS Variable Insurance Trust
%_____ MFS Growth with Income Series
%_____ Capital Appreciation Portfolio of the Janus Aspen Series
%_____ Growth Portfolio of the Janus Aspen Series
%_____ Other __________________________________
%_____ Other __________________________________]
All values under this policy which are based on the investment experience of the
separate account are variable, may increase or decrease daily and are not
guaranteed. The death proceeds, Policy Account Value and Cash Surrender Value
under this policy may increase or decrease daily, depending upon payments made,
the investment experience of the Separate Account, the amount of interest
credited to the Fixed-Rate Option, the amount of charges deducted and whether
partial withdrawals or policy loans are taken. There is no minimum guaranteed
Cash Surrender Value.
- --------------------------------------------------------------------------------
19. Has the Proposed Insured within the last 12 months:
(a) been treated for or had any known heart disease, stroke or cancer?
|_| Yes |_| No
(b) had an electrocardiogram because of chest pain or any other physical
problem or taken medication for elevated blood Pressure?
|_| Yes |_| No
If this question, (a) or (b), is answered "yes," the agent is not authorized to
take money or deliver a Temporary Insurance Agreement, and the Temporary
Insurance Agreement shall be ineffective
- --------------------------------------------------------------------------------
20. Has the Proposed Insured ever had or been treated for:
(a) heart disease, stroke, cancer, chest pain or elevated blood
pressure? |_| Yes |_| No
(b) respiratory disorder, kidney disorder, diabetes or mental condition?
|_| Yes |_| No
(c) any condition not covered in (a) or (b)? |_| Yes |_| No
================================================================================
PT-AP-2000
4
<PAGE>
================================================================================
21. (a) Is the Proposed Insured currently receiving medical care or taking
medication? |_| Yes |_| No
(b) Has the Proposed Insured been advised within the past 5 years to have
any diagnostic test, hospitalization, or surgery which has not been
completed? |_| Yes |_| No
- --------------------------------------------------------------------------------
22. (a) Has the Proposed Insured ever used drugs other than as prescribed by a
physician or had or been advised to have counseling or treatment for
alcohol or drug abuse? |_| Yes |_| No
(b) Has the Proposed Insured smoked cigarettes in the past 24 months?
|_| Yes |_| No
(c) Has the Proposed Insured used tobacco in any form in the past 24
months? |_| Yes |_| No
- --------------------------------------------------------------------------------
23. During the past 10 years, have you been diagnosed by or received treatment
from a member of the medical profession for Acquired Immune Deficiency
Syndrome (AIDS), AIDS Related Complex (ARC), or any disorder of the immune
system?
|_| Yes |_| No
- --------------------------------------------------------------------------------
24. Provide details of "No" answers to question 6B. Provide specific details
and dates of "Yes" answer to questions 19, 20, 21, 22 and 23.
- --------------------------------------------------------------------------------
AMENDMENTS OR CORRECTIONS (For Home Office use only)
________________________________________________________________________________
I (We) have read the above information. I (We) agree that the answers to the
questions are true to the best of my (our) knowledge and belief. I (We) agree a)
that this Application and any supplement to the Application, if required, shall
for a part of any Policy issued; b) that no information acquired by any
Representative of GIAC shall bind GIAC unless it shall have been set out in
writing in this Application; and c) that only the President, a Vice President or
a Secretary of GIAC has the authority to bind GIAC by any promise or statement
or to waive or modify any of GIAC's requirements. I (We) further agree that no
insurance shall take effect (except as provided in the Temporary Insurance
Agreement and such Agreement issued) unless and until the Policy has been
delivered to and accepted by me (us) and the premium paid during the lifetime
and prior to any change in the health of the Proposed Insured, as stated in this
Application.
Changes or corrections made by GIAC and noted in the Amendments section above
are ratified by the Owner upon acceptance of a contract containing this
Application with the noted changes or corrections. In those states where written
consent is required by statute or State Insurance Department regulation as to
amendments as to plan, amount, classification, age at issue, or benefits, such
changes will be made only with the Owner's written consent.
[I authorize my employer to deduct from my pay the amount of premiums payable by
me in accordance with the sponsored insurance plan under which this application
is being submitted.]
______________________________________________________________
Signature of Applicant or Owner if other than Proposed Insured
______________________________________________________________
Signature of Proposed Insured
Signed at _________________________ Witness ______________________________
City State Date Agent
================================================================================
PT-AP-2000
5
<PAGE>
AGENT'S REPORT
Do you have knowledge or reason to believe that replacement of an existing
insurance policy or annuity may be involved? |_| Yes |_| No
If "yes," complete replacement requirements. Give company name and policy
number.
The answers to all questions on this application are full, complete and true to
the best of my knowledge and belief. I know nothing unfavorable about this risk
which is not fully set forth in these papers. The writing agent or broker is
duly appointed and licensed in the state in which this application was signed.
________________________________ __________________________
Signature of Soliciting Agent(s) Type or print Agent's name
_________________________
General Agent's Signature
TO BE COMPLETED IN EVERY CASE. DO NOT DETACH
AUTHORIZATION TO OBTAIN INFORMATION
Investigative consumer report. I authorize The Guardian Life Insurance Company
of America or The Guardian Insurance & Annuity Company, Inc. to obtain or have
prepared an investigative consumer report as described in the notice given to
me.
Medical records and other information. I authorize any physician, medical
practitioner, hospital, clinic, other health facility, consumer reporting
agency, the Medical Information Bureau, insurance or reinsurance company, or
employer to release any and all medical and non-medical information in its
possession about me or my minor children to The Guardian Life Insurance Company
of America or The Guardian Insurance & Annuity Company, Inc. or its legal
representatives. Medical information means all information in the possession of
or derived from providers of health care regarding the medical history, mental
or physical condition, or treatment of me or my minor children. I agree that
this authorization shall be valid for two and one half years from the date shown
below and that a copy of the authorization shall be as valid as the original. I
know that I may request and receive a copy of this authorization.
I understand The Guardian Life Insurance Company of America or The Guardian
Insurance & Annuity Company, Inc. will use the information obtained by this
authorization to determine eligibility for insurance or eligibility for benefits
under an existing policy. The Guardian Life Insurance Company of America or The
Guardian Insurance & Annuity Company, Inc. will not release any information
obtained to any person or organization except to reinsurance companies, the
Medical Information Bureau, or other persons or organizations performing
business or legal services in connection with my application, claim, or as may
be lawfully permitted or required, or as I may further authorize.
Signed this _____________________ day of _____________________ _________
Year
_____________________________________________
Signature of Proposed Insured
_____________________________________________
Signature of spouse if proposed for insurance
PT-AP-2000
DO NOT DETACH unless Questions 21(a), 21(b) and 21(c) are answered in the
negative.
If the answers are positive or incomplete, the agent is not authorized to
deliver this agreement, and this agreement shall be ineffective.
6
<PAGE>
Temporary Insurance Agreement (To be given to Applicant)
Used with 401(k) and worksite marketing only for Pension Trust product L-97
================================================================================
The death benefit under this Agreement is the face amount applied for in an
application with the same date as number as this Agreement on the life of
____________________________, herein called the `Proposed Insured." This death
benefit, together with any insurance pending issue with the Company or GIAC, may
not exceed $50,000. The maximum period of coverage is 60 days.
Temporary Insurance Coverage - Maximum of $50,000.
If the Proposed Insured dies during the period covered by this Agreement, the
Company or GIAC will pay a death benefit to the beneficiary designated in the
application. The amount of the death benefit will be the lesser of:
o the face amount of insurance applied for;
o $50,000
This death benefit, together with any insurance pending issue with the Company
or GIAC, may not exceed $50,000.
Date Coverage Begins
Temporary Insurance coverage under this Agreement will begin on the later of:
o the date of this Agreement;
o the date of this application.
Date Coverage Terminates - 60-Day Maximum
Temporary insurance coverage under this Agreement will terminate on the earliest
of:
o the 60th day after the temporary insurance coverage begins under this
Agreement;
o the issue date of the policy applied for;
o the date a policy, other than as applied for, is offered to the applicant;
o the date the Company or GIAC declines the application;
o the date any policy issued under the application is refused by the
applicant.
Conditions and Limitations
o No insurance will take effect under this Agreement if the Proposed
Insured's death results from suicide. The Company's or GIAC's liability
will be limited to the premiums paid.
o No person, except the President, a Vice President or Secretary of the
Company or GIAC has the authority to alter or modify the provisions of
this Agreement.
Signed at ______________________________________ on ___________________________
CITY AND STATE MONTH DAY YEAR
Signature of Agent __________________ Signature of Owner/Applicant ____________
PT-AP-2000
================================================================================
7
<PAGE>
COMPLETE PAGES 8 AND 9
IF INSURANCE APPLIED FOR IS NOT GUARANTEED ISSUE IN ITS ENTIRETY
================================================================================
25. Has any application for life, accident or health insurance or
reinstatement of any such insurance on the life of the Proposed Insured
ever been declined, postponed, rated-up, or in any way modified?
|_| Yes |_| No
If "Yes," explain and give date and company under "Remarks."
- --------------------------------------------------------------------------------
26. Is there now pending any application for life, accident or health
insurance, or reinstatement of a policy on the life of the Proposed
Insured? |_| Yes |_| No
If "Yes," explain and give amounts, date and company under "Remarks."
- --------------------------------------------------------------------------------
27. List below total insurance now on life of Proposed Insured.
- --------------------------------------------------------------------------------
Year Issued Company Amount Plan
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
28. Previous Residence
Remarks
- --------------------------------------------------------------------------------
29. Current Occupation:_______________________________________________________
Former occupation (if changed within two years):__________________________
Previous business address (if changed within two years) __________________
- --------------------------------------------------------------------------------
30. Does Proposed Insured contemplate:
A. Changing occupation? |_| Yes |_| No
B. Travel or residence outside the U.S.? |_| Yes |_| No
If either question is answered "Yes," give details under "Remarks."
- --------------------------------------------------------------------------------
31. Has the Proposed Insured:
A. Made any aerial flights except as a fare-paying passenger within the
past three years? |_| Yes |_| No
B. Any intention to make any such flights? |_| Yes |_| No
If either question is answered "Yes," complete Aviation Supplement
================================================================================
PT-AP-2000
8
<PAGE>
================================================================================
32. Does the Proposed Insured plan to participate in, or has he/she within the
past 3 years, participated in auto, boat, snowmobile or motorcycle racing,
skin or scuba diving, parachuting or skydiving, hang gliding or mountain
or rock climbing? |_| Yes |_| No
(If "Yes," complete Avocation Supplement)
- --------------------------------------------------------------------------------
33. A. Does the Proposed Insured ride a motor vehicle? |_| Yes |_| No
If "yes," give Driver's License Number ________________ State ___________
B. Within the past 3 years, has the Proposed Insured been convicted of any
motor vehicle moving violations or had his/her driver's license suspended
or revoked? (If "Yes," complete Driving Supplement) |_| Yes |_| No
AUTHORIZATION TO OBTAIN INFORMATION
Investigate Consumer Report. I authorize The Guardian Life Insurance Company of
America or The Guardian Insurance & Annuity Company, Inc. to obtain or have
prepared an investigative consumer report as described in the notice given to
me.
Medical record and other information. I authorize any physician, medical
practitioner, hospital, clinic, other health facility, consumer reporting
agency, the Medical Information Bureau, insurance or reinsurance company, or
employer to release any and all medical and non-medical information in its
possession about me to The Guardian Life Insurance Company of America or The
Guardian Insurance & Annuity Company, Inc. or its legal representatives. Medical
information means all information in the possession of or derived from providers
of health care regarding my medical history, mental or physical condition, or
treatment. I agree that this authorization shall be valid for two and one half
years from the date shown below and that a copy of the authorization shall be as
valid as the original. I know that I may request and receive a copy of this
authorization.
I understand The Guardian Life Insurance Company of America or The Guardian
Insurance & Annuity Company, Inc. will use the information obtained by this
authorization to determine eligibility for insurance or eligibility for benefits
under an existing policy. Guardian will not release any information obtained to
any person or organization except to reinsurance companies, the Medical
Information Bureau, or other persons or organizations performing business or
legal services in connection with my application, claim, or as may be lawfully
permitted or required, or as I may further authorize.
I acknowledge receipt of Guardian's notice regarding its Insurance Information
Practices, the Fair Credit Reporting Act, the Medical Information Bureau, and
Medical Records.
Signed this _______ day of __________, ____ _________________________________
Year Signature of Proposed Insured
PT-AP-2000.
9
<PAGE>
- --------------------------------------------------------------------------------
Telephone Interview Information
A telephone interview may be necessary to verify or supplement information given
to us on your application.
This interview may be made from our Home office or from a consumer reporting
agency by a trained interviewer acting on our behalf.
Please enter the information requested below so we can call you at a time and
place convenient to you.
Name ___________________________________________________________________________
First M.I. last
Telephone: Home: _________________________ Business: _________________________
Area Code Area Code
Preferred place to call: |_| Home |_| Business
Preferred Time to Call:
|_| Morning (Local Time) _____ AM
|_| Afternoon (Local Time) _____ PM
|_| Evening (Local Time) _____ PM
- --------------------------------------------------------------------------------
10
<PAGE>
Complete Pages 11 and 12 only if, in accordance with Company or GIAC rules,
entire amount of insurance applied for may not be considered on a guaranteed
issue basis, but may be considered without a medical examination.
APPLICATION TO |_| The Guardian Life Insurance Company of America (the Company)
|_| The Guardian Insurance & Annuity Company, Inc. (GIAC)
NON-MEDICAL SUPPLEMENT
- --------------------------------------------------------------------------------
1. a. Name and address of your personal physician ______________________________
(If none, so state) ______________________________________________________
b. Date and reason last consulted? __________________________________________
__________________________________________________________________________
c. What treatment or medication was given or recommended? ___________________
__________________________________________________________________________
Proposed Insured
Height _______ ft. __________ in.
Weight _______ lbs. By scale |_|
Estimated |_|
Weight change past year
|_| Gain |_| Loss ______ lbs.
Explain below
- --------------------------------------------------------------------------------
2. Have you ever had or been treated for: Yes No
a. dizziness, convulsions, paralysis or stroke, mental or
emotional problems; any disease or disorder of the
brain or nervous system? |_| |_|
b. shortness of breath, persistent hoarseness of cough;
asthma, emphysema, tuberculosis; any other disease or
disorder of lungs or respiratory system? |_| |_|
c. chest pain or discomfort, palpitation, elevated blood
pressure, rheumatic fever, heart murmur or any other
disease or disorder of the heart or blood vessels? |_| |_|
d. ulcer, indigestion, hernia, colitis or any other
disease or disorder of the stomach, intestines,
rectum, liver, gall bladder, pancreas or spleen? |_| |_|
e. sugar, pus, albumin or blood in the urine; venereal
disease; any disease or disorder of the kidneys,
bladder, prostate, genital organs, breasts? |_| |_|
f. diabetes; thyroid or other glandular disease or
disorder? |_| |_|
g. arthritis, gout or any disease or disorder of the
joints, muscles or bones? |_| |_|
h. cancer or tumor of any kind, growth, unexplained
bleeding? |_| |_|
i. anemia or other disease or disorder of the blood? |_| |_|
j. any disease or disorder of skin, ears, eyes, nose or
throat or any impairment of sight or hearing? |_| |_|
k. any injury, disease, deformity, abnormality or
disorder not listed above? |_| |_|
- --------------------------------------------------------------------------------
3. Have you ever used drugs other than as prescribed by a
physician, or been advised to have counseling or
treatment for alcohol or drug use? |_| |_|
- --------------------------------------------------------------------------------
4. Have you smoked cigarettes in the last twenty-four
months? |_| |_|
- --------------------------------------------------------------------------------
5. Are you now under observation, receiving treatment, or
taking medication? |_| |_|
- --------------------------------------------------------------------------------
6. Other than above, have you within the past five years:
a. had a checkup, consultation, illness, injury or
surgery? |_| |_|
b. been a patient in a hospital, clinic, sanatorium, or
other medical facility? |_| |_|
c. had electrocardiogram, x-ray, other diagnostic test? |_| |_|
d. been advised to have any diagnostic test,
hospitalization, or surgery which was not completed? |_| |_|
- --------------------------------------------------------------------------------
7. a. Have you ever had any tumor or disorder of female
organs or complications of pregnancy? |_| |_|
b. Are you now pregnant? If "Yes," give expected delivery date. _____________
- --------------------------------------------------------------------------------
8. Do you have a family history of: diabetes, cancer, high
blood pressure, heart disease, mental illness or suicide? |_| |_|
- --------------------------------------------------------------------------------
Age if Cause of Age at
9. Living Death Death
- --------------------------------------------------------------------------------
Father
- --------------------------------------------------------------------------------
Mother
- --------------------------------------------------------------------------------
Brothers and Sisters
No. Living _________
No. Dead _________
- --------------------------------------------------------------------------------
PT-AP-2000
11
<PAGE>
DETAILS of "yes" answers. IDENTIFY QUESTION NUMBER. CIRCLE APPLICABLE ITEMS:
Include diagnoses, dates, durations and names and addresses of all attending
physicians and medical facilities.
- --------------------------------------------------------------------------------
I represent that all the statements and answers above are complete and true to
the best of my knowledge and belief.
Dated at ___________________ on ________________________
Month Day Year
_____________________________
Signature of Proposed Insured
_____________________________
Soliciting Agent (witness)
AUTHORIZATION
Medical record and other information. I authorize any physician, medical
practitioner, hospital, clinic, other health facility, consumer reporting
agency, the Medical Information Bureau, insurance or reinsurance company, or
employer to release any and all medical and non-medical information in its
possession about me to The Guardian Life Insurance Company of America or The
Guardian Insurance & Annuity Company, Inc. or its legal representatives. Medical
information means all information in the possession of or derived from providers
of health care regarding my medical history, mental or physical condition, or
treatment. I agree that this authorization shall be valid for two and one half
years from the date shown below and that a copy of the authorization shall be as
valid as the original. I know that I may request and receive a copy of this
authorization.
I understand The Guardian Life Insurance Company of America or The Guardian
Insurance & Annuity Company, Inc. will use the information obtained by this
authorization to determine eligibility for insurance or eligibility for benefits
under an existing policy. The Guardian Life Insurance Company of America or The
Guardian Insurance & Annuity Company, Inc. will not release any information
obtained to any person or organization except to reinsurance companies, the
Medical Information Bureau, or other persons or organizations performing
business or legal services in connection with my application, claim, or as may
be lawfully permitted or required, or as I may further authorize.
I acknowledge receipt of The Guardian Life Insurance Company of America's or The
Guardian Insurance & Annuity Company, Inc.'s notice regarding its Insurance
Information Practices, the Fair Credit Reporting Act, the Medical Information
Bureau, and Medical Records.
___________ X__________________________ X______________________________
Date Witness Signature of Proposed Insured
PT-AP-2000
12
EXHIBIT - 99.1.A (11)
ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
Description of the
Issuance, Transfer and Redemption Procedures for FPVL Policies
Pursuant to Rule 6e-3(T)(b)(12)(iii)
Under the Investment Company Act of 1940
and
Method of Computing Adjustments in
Payment and Cash Values
Upon Conversion to Fixed Benefit Life Policies
Pursuant to Rule 6e-3(T)(b)(13)(v)(B)
Under the Investment Company Act of 1940
This document sets forth the administrative procedures that will be
followed by The Guardian Insurance & Annuity Company, Inc. ("GIAC") in
connection with the issuance of its Flexible Premium Adjustable Variable Life
Insurance Policy with (the "Policy/Policies"), the transfer of assets held under
the Policies, and the redemption by Policyowners of their interests in said
Policies. This document also explains the method that GIAC will follow in making
cash adjustments when a Policy is exchanged for a fixed-benefit life insurance
policy. Defined terms indicated by initial upper case letters have the same
meaning herein as in the registration statement on Form S-6 for the Policies and
the Separate Account through which they are issued (Reg. No. 33-_____).
<PAGE>
I. Procedures Relating to Issuance of the Policy*
A. Premiums and Underwriting Standards
Minimum Annual Premiums for GIAC's Policy will not be the same for all
owners. Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner pays premiums commensurate with
the insured's mortality risk as actuarially determined, reflecting factors such
as age, sex, health and occupation. A uniform premium for all insureds would
discriminate unfairly in favor of those insureds representing greater risks.
Although there will be no uniform Minimum Annual Premium for all insureds, there
will be a single price for all insureds of the same age and sex who are within
the same risk classification. In addition to a Minimum Annual Premium, a Policy
will also have a Planned Premium which is the premium the policyowner plans to
pay on a regular basis. Neither the Minimum Annual Premium nor the Planned
Premium is required to be paid, but payment of the Minimum Annual Premium during
the first two policy years will keep the No Lapse Guarantee in effect during
that period.
The Policy will be offered and sold pursuant to established premium
schedules and underwriting standards and in accordance with state insurance
laws. The prospectus for the Policies specifies Minimum Annual Premium for
certain illustrative ages and risk classifications. The Minimum Annual Premium
and any additional benefits acquired by rider to the Policy that are to be paid
by a Policyowner will be specified in the Policy issued to such owner.
- ----------
* The term "Policy" refers to the Policy described in the Prospectus (contained
in the registration statement to which this document is an exhibit) exclusive of
any Additional Benefit Riders described in Appendix E to the Prospectus.
-2-
<PAGE>
B. Application and the Processing of Policy Premium Payments
When a completed application is received, GIAC will follow certain
insurance underwriting (i.e., evaluation of risk) procedures designed to
determine whether the proposed insured is insurable. This process may involve
such verification procedures as medical examinations, and may require that
further information be provided about the proposed insured before a
determination can be made. A Policy will not be issued until this underwriting
procedure has been completed. Permanent coverage under a Policy begins when all
underwriting requirements have been met, the Initial Premium has been paid, and
the Policy has been delivered while the insured is living.
Owners of certain fixed-benefit life insurance policies issued by GIAC or
its parent, The Guardian Life Insurance Company of America, may be able to
purchase the Policy (i) without evidence of insurability, by exchanging their
present policies or (ii) without evidence of insurability, or with simplified
underwriting, by exercising applicable riders to their fixed-benefit life
insurance policies. Policyowners who elect to convert to a Park Avenue Life
policy may receive a credit upon conversion in an amount up to one Minimum
Annual Premium.
The Policy Date is the date as of which the insured's Age is determined.
It is the date when the Policy is issued. The Policy Date is used to measure
Policy months and Policy years.
Under certain circumstances, GIAC will permit a policy to be backdated,
upon request, but only to a Policy Date not earlier than six months prior to the
date the application is signed. To backdate a policy, GIAC will require the
payment of all Policy premiums that would have been due had the application date
coincided with the backdated Policy Date. Also, on the Issue Date, all Monthly
Deductions for the period from the backdated Policy Date to the Issue Date will
be deducted.
-3-
<PAGE>
GIAC credits and allocates any payment received on or before the Issue
Date in an amount not exceeding $100,000 to the investment divisions of the
Separate Account (i.e., the Variable Investment Options) chosen by the
Policyowner and/or the Fixed-Rate Option as of the Issue Date. Only the Net
Premium amount will be allocated among the Variable Investment Options and the
Fixed-Rate Option. The Net Premium is the premium minus the Premium Charge which
is described in the prospectus. Once a Policy is in force, GIAC credits and
allocates that portion of any payment that is used to pay a Policy premium as of
the Business Day such payment is received if it receives such a payment before
the close of business at its Executive Office. Prior to the later of (i) 45 days
after the application is signed or (ii) 15 days after the Issue Date, Net
Premium in excess of $100,000 will be allocated to The Guardian Cash Fund. After
expiration of this period, any amounts so allocated will be re-allocated in
accordance with the Policyowner's then current allocation instructions. After
payment of the Initial Premium, premiums may be paid at any time and in any
amount subject to certain limitations.
II. Procedures Relating to Transfers Among Investment Divisions
The Account is subdivided into investment divisions which correspond to
the mutual funds (collectively referred to as the "Funds") currently offered
under the Policies. Each of the Funds is registered under the Investment Company
Act of 1940 as an open-end diversified management investment company.
Net Premiums for the Policy are allocated to the investment divisions
designated in the application, or as changed in writing by the Policyowner.
The Policyowner may transfer all or a portion of the unloaned Policy
Account Value among the Account's investment divisions as often as he/she
wishes. However, the number of options in which the Policy Account Value may be
invested or held at any one time, including the Fixed-Rate Option, cannot exceed
7, and GIAC reserves the right to limit such transfers to no more frequently
than once every 30 days. Transfers may be requested in writing or by telephone.
Transfers are effective as of the end of the Business Day on which the request
is received. The minimum transfer amount is the lesser of $500 or the entire
amount held in the investment division from which GIAC effects a transfer.
-4-
<PAGE>
The Policyowner may elect to have designated dollar amounts automatically
transferred on each Monthly Date from The Guardian Cash Fund Investment Division
to one or more of the other investment divisions or the Fixed-Rate Option for a
minimum of 12 months. The minimum automatic transfer amount is $100 per
receiving option.
III. Procedures Relating to Redemptions Under the Policy
A. Partial Withdrawals
After the first Policy year and while the insured is living, the
Policyowner may take withdrawals from the Net Cash Surrender Value. The minimum
net partial withdrawal amount is $500 and any applicable surrender charges which
will be imposed as described in the prospectus for the Policies if a partial
withdrawal reduces the Policy's Face Amount. See below.
GIAC assesses a pro rata surrender charge if the partial withdrawal causes
a Face Amount reduction during the first 15 policy years of the Initial Face
Amount or Policy Segment affected. Any portion of a partial withdrawal which
exceeds the amount eligible for a free partial withdrawal, as described below,
will reduce the Face Amount. The Face Amount will be reduced by the amount of
partial withdrawal in excess of the free partial withdrawal amount. When the
Face Amount of a Policy is based on one or more increases subsequent to issuance
of the Policy, a reduction resulting from a partial withdrawal will be applied
against the Face Amount provided by the most recent increase, then against the
next most recent increases successively and finally equal the Initial Face
Amount. GIAC will calculate the amount eligible for a free partial withdrawal on
the date it receives the policyowner's written request for a partial withdrawal
as follows:
Under the Cash Value Accumulation Test, the amount of a free partial
withdrawal will equal the excess, if any, of (a) over (b) where:
(a) equals the Policy Account Value; and
-5-
<PAGE>
(b) equals the Face Amount times the applicable net single premium (the table
of net single premiums is set forth in the policy). If the date GIAC
receives the request for a partial withdrawal is not a Policy Anniversary,
the net single premium is determined by interpolation between net single
premiums on the Policy Anniversaries before and after such date.
Under the Guideline Premium and Cash Value Corridor Test, the amount of a
free partial withdrawal will equal the excess, if any, of (a) over (b) where:
(a) equals the Policy Account Value; and
(b) equals the Face Amount divided by the applicable Death Benefit Factor
shown in the Policy.
The requested partial withdrawal amount will be deducted from the Variable
Investment Options specified in the Policyowner's request as of the Business Day
of the Policyowner's request until the Policy Account Value attributable thereto
is exhausted and then from the Fixed-Rate Option. If no options are specified
the amount will be deducted proportionately from the Variable Investment Options
until exhausted and then from the Fixed-Rate Option. Payment will typically be
made within seven days of the date that GIAC received the Policyowner's partial
withdrawal request. After effecting a partial withdrawal, the remaining Cash
Surrender Value must be sufficient to cover Monthly Deductions for three months
and the Face Amount remaining must not be less than GIAC's then current minimum
Face Amount.
B. Face Amount Decreases and Increases
On or after the first Policy Anniversary, the Policyowner may ask GIAC to
decrease the Face Amount of his/her Policy. The minimum reduction is $5,000. The
reduction will take effect on the Monthly Date coinciding with or next following
the date that GIAC approves the change.
-6-
<PAGE>
GIAC will deduct surrender charges as described in the prospectus if the
Face Amount is reduced during the first 15 Policy years. The Minimum Annual
Premium, Policy Account Value, Monthly Deductions, Surrender Charge, Target
Premiums, and any benefits provided under additional benefit riders that relate
to the Policy's Face Amount will generally decrease after a Face Amount
reduction. When the Face Amount of a Policy is based on one or more increases
subsequent to issuance of the Policy, a requested decrease in Face Amount will
be applied against the Face Amount provided by the most recent increase, then
against the next most recent increases successively and finally against the
Initial Face Amount.
Effective on the first Policy Anniversary or any Policy Anniversary
thereafter until the Policy Anniversary nearest the date on which the insured
reaches age 70, a Policyowner may ask GIAC to increase the Face Amount of
his/her Policy. The minimum increase is $10,000. The increase will take effect
on the Policy Anniversary following GIAC's receipt of the request, provided the
insured is alive on that date.
The increase will be issued as a separate Policy Segment with a separate
and distinct underwriting class, cost of insurance rates, surrender charges and
expense charges. Premiums will be allocated to the Initial Face Amount and each
Policy Segment in amounts not to exceed the Target Premium for each on an annual
basis, such that when the sum of premiums paid during the policy year exceeds
the Target Premium for the Initial Face Amount, the premium will then be
allocated to the first Policy Segment. When, in a policy year, the sum of
premiums paid exceeds the sum of all applicable Target Premiums, the excess
premium will be allocated pro-rata to the Target Premium for the Initial Face
Amount and each Policy Segment.
An increase in the Face Amount will usually result in the policy's being
subject to new surrender charges. The new surrender charges will be computed as
if a new policy were being purchased for the increase in Face Amount and a new
15 year surrender charge period will apply to the Policy Segment resulting from
an increase.
-7-
<PAGE>
No additional premium is required for a Face Amount increase. However, a
premium payment may be necessary to prevent the Policy from going into default,
since new surrender charges would reduce the Net Cash Surrender Value of the
Policy.
C. Policy Loans
While the insured is alive, a Policyowner may borrow all or part of a
Policy's "loan value," by assigning the Policy to GIAC as security for the loan.
A Policy's loan value is 90% of the Cash Surrender Value on the date that GIAC
receives a proper, written loan request (which includes an assignment of the
Policy) at its Executive Office, minus any then outstanding Policy Debt. The sum
of any outstanding loan amounts plus accrued loan interest is the Policy Debt.
Policy loan proceeds will ordinarily be paid within seven days of the date that
GIAC received the loan request. The minimum loan amount is $500.
When a Policyowner takes a loan, GIAC transfers the amount of the loan
from the Variable Investment Options and the Fixed-Rate Option into a Loan
Collateral Account within GIAC's general account. GIAC will first transfer
amounts held in the Variable Investment Options in proportion to the Policy
Account Value held in such options as of the date it received the loan request.
If the requested loan exceeds the Policy Account Value held in the Variable
Investment Options, GIAC will transfer the excess amount from any Policy Account
Value then held in the Fixed-Rate Option.
GIAC charges the Policyowner interest on all outstanding loans at an
annual rate of 8% until the later of the twentieth Policy Anniversary or the
insured's Attained Age 65, at which time the annual rate decreases to 5% for all
existing and new loans. Interest accrues daily and is payable in arrears on
Policy Anniversaries. If loan interest is not paid when due, GIAC automatically
increases the outstanding loan by transferring amounts from the Variable
Investment Options and the Fixed-Rate Option to the Loan Collateral Account, in
the manner and order described above so that the Loan Collateral Account will be
equal to the Policy debt as of the Policy Anniversary that loan interest was not
paid. Amounts in the Loan Collateral Account earn interest from the date of
transfer at a rate equal to the difference between the loan interest rate then
in effect and the Loan Spread then in effect.
-8-
<PAGE>
The Loan Spread will not exceed 2%.
The Policyowner may repay all or part of the Policy Debt. The minimum loan
repayment amount is the lesser of $100, unless the repayment accompanies the
then outstanding Policy Debt.
When GIAC credits and allocates a loan repayment, it first determines the
ratio the amount of the repayment bears to the outstanding Policy Debt on that
date. It then applies this ratio to the Policy Debt, accrued loan interest and
the Loan Collateral Account interest and transfers from the Loan Collateral
Account the amount of the repayment, minus the resulting proportional amount of
accrued loan interest, plus the resulting proportional amount of accrued Loan
Collateral Account interest, as follows:
*first, into the Fixed-Rate Option to repay all loans provided by Policy Account
Value which had been attributable to the Fixed-Rate Option; and
*then, into the Variable Investment Options and Fixed-Rate Option in accordance
with the Net Premium allocation instructions then in effect.
If the Policy Debt exceeds the Cash Surrender Value on a Monthly Date, the
Policy could lapse. GIAC will notify the Policyowner that a specified loan
repayment is required to keep the Policy in force, unless the No Lapse Guarantee
is in effect.
D. Surrender
If the insured is alive, the Policyowner may surrender the Policy by
submitting to GIAC a written and signed request (in a form acceptable to GIAC)
together with the Policy or an acceptable affidavit of loss. GIAC will normally
pay the Net Cash Surrender Value as of the Business Day on which it received the
surrender request within seven days. All insurance coverage ends as of the
Business Day that GIAC computes the Net Cash Surrender Value for surrender.
-9-
<PAGE>
The Net Cash Surrender Value on any given date is the Policy Account Value
minus any surrender charge, minus any Policy Debt. GIAC assesses a surrender
charge if a Policy is surrendered during the first 15 Policy years. This charge
is described in the prospectus for the Policy. Fractional surrender charges are
imposed when the Face Amount is reduced during the first 15 Policy years.
The Net Cash Surrender Value can be paid in a single sum or under one of
the payment options described in the prospectus for the Policy. At least $5,000
must be applied under each option selected, and periodic payments under a
payment option must be at least $50. Other restrictions and limitations are set
forth in the Policy and described in the prospectus.
If a Policy premium or required loan repayment (see above) remains unpaid
by the end of a 61-day grace period from its due date, the Policy lapses as of
the end of the grace period unless the No Lapse Guarantee is in effect. If the
No Lapse Guarantee is in effect, the Policy will not lapse during the first two
policy years even if the Policy's Net Cash Surrender Value is insufficient to
meet the Monthly Deductions due at the beginning of a policy month. Once the
Policy lapses, the Policyowner may take steps to fulfill the conditions for
reinstatement (see below) or surrender the Policy for its Net Cash Surrender
Value. The No Lapse Guarantee cannot be reinstated once terminated.
-10-
<PAGE>
E. Death Claims
GIAC will normally pay the death proceeds under a Policy to the
beneficiary within seven (7) days after it has received due proof of the
insured's death and all other required information or documentation necessary to
make payment.**
The Policy provides two death benefit options. The Policyowner must choose
an option on the Policy application. Regardless which death benefit option is
chosen by the policyowner, after the Policy Anniversary nearest to the insured's
100th birthday, the death benefit is equal to the Policy Account Value.
The death benefit provided under Option 1 is the greater of:
*the Face Amount in effect on the date of the insured's death; or
*the minimum death benefit then required under Section 7702 of the
Internal Revenue Code on the Monthly Date preceding the insured's death.
The death benefit provided under Option 2 is the greater of:
*the Face Amount on the date of the insured's death plus the Policy
Account Value as of the Monthly Date preceding the insured's date of
death; or
*the minimum death benefit then required under Section 7702 of the
Internal Revenue on the Monthly Date preceding the insured's date of
death.
Any partial withdrawals taken between the Monthly Date and the date of death
will reduce the death benefit under Option 1 or 2 by the amount of the partial
withdrawal and any applicable surrender charge.
- ----------
** State insurance laws impose various requirements, such as receipt of a tax
waiver, before an insurer may pay a death benefit. In addition, payment of the
death benefit is subject to the provisions of the Policy regarding suicide and
incontestability.
-11-
<PAGE>
The minimum death benefit required under Section 7702 of the Internal Revenue
Code on any Monthly Date is determined, at the election of the policyowner, by
either the Cash Value Accumulation Test or the Guideline Premium and Cash Value
Corridor Test. This election, once made, cannot be changed. The minimum death
benefit required on any Monthly Date is: (1) for the Cash Value Accumulation
Test, 1,000 multiplied by the Policy Account Value on the Monthly Date divided
by the net single premium per $1000 for the insured's Attained Age, sex and
underwriting class. The net single premium is adjusted to the Monthly Date
preceding the date of death. A table of net single premiums is set forth in the
Policy; (2) for the Guideline Premium and Cash Value Corridor Test, the Policy
Account Value on the Monthly Date preceding the insured's date of death
multiplied by the factor shown in the Table of Death Benefit Factors in the
Policy.
On or after the first Policy Anniversary, the Policyowner may change the
death benefit option in effect for his/her Policy once each Policy year.
Evidence of insurability is required to change from Option 1 to Option 2.
The death proceeds payable to the beneficiary will include any proceeds
provided by additional benefit riders, but will be reduced by any outstanding
Policy Debt and the amount of any due but unpaid Monthly Deductions. If the
insured dies during the grace period, GIAC will calculate the death benefit as
though any required premium had been paid and then deduct the portion of such
premium that relates to periods through the Policy month of death from the
payable death proceeds.
GIAC will pay the death benefit from its general account, and will
transfer assets from the Separate Account to its general account in an amount
equal to the reserve liability applicable to the Policy held in the Account. Any
excess of the insurance amount over the Face Amount will be paid out of the
general account reserve maintained for that purpose.
The death proceeds can be paid in a single sum or under one of the payment
options described in the prospectus for the Policy. The Policyowner may elect
how death proceeds are to be paid while the insured is alive. If no election is
in effect when the insured
-12-
<PAGE>
dies, the beneficiary makes the election. An option in effect at death may not
be changed after death. At least $5,000 must be applied under each option
selected, and periodic payments under a payment option must be at least $50.
Other restrictions and limitations are set forth in the Policy and described in
the prospectus.
IV. Deferment of Benefits
GIAC can delay the payment of death proceeds if the Policy is being
contested and may postpone calculating or paying any benefit or effecting other
Policy transactions involving any Policy Account Value held in the Separate
Account's investment divisions if: (i) the New York Stock Exchange is closed for
other than weekends or holidays, or trading is restricted; (ii) the Securities
and Exchange Commission determines that a state of emergency exists which may
make Policy transactions impracticable; or (iii) at any other time when one or
more of the Variable Investment Options' corresponding Funds lawfully suspends
payment or redemption of their shares.
V. Reinstatement
A lapsed Policy that has not been surrendered for cash may be eligible for
reinstatement within three months after the date of default. The insured must be
living when GIAC effects the reinstatement. GIAC must receive a written
application for reinstatement, which includes satisfactory evidence of
insurability. In addition, GIAC requires:
*repayment or reinstatement of any outstanding Policy Debt as of the date
of default with applicable interest compounded yearly; and
*payment of any unpaid Monthly Deductions on the date of default with
interest at an annual rate of 6% from the date of default to the date of
reinstatement; and
*payment of an amount equal to the greater of 3 Monthly Deductions or an
amount that provides a positive Net Cash Surrender Value.
-13-
<PAGE>
VI. Cash Adjustment Upon Exchange of Policy
In accordance with Rule 6e-3(T)(b)(13)(v)(B), the Policyowner may exchange
the Policy for a permanent fixed-benefit whole life insurance policy offered by
GIAC or its affiliate, without submission of new evidence of insurability,
within 24 months of issuance of a Policy. The new policy will have the same Face
Amount as the original Policy on the exchange date. The new policy will have the
same Policy Date, and the insured's Age and underwriting classification will be
retained for the new policy. This exchange privilege is designed to permit a
Policyowner to opt out of this Policy which provides benefits that vary with
investment results in order to obtain a similar policy which provides a fixed
benefit. There may be a cost or credit to be paid upon this type of exchange,
depending on the amount applied to the new policy. The amount applied to the new
policy is the greater of (1) or (2) where:
*(1) is the cumulative premiums for the new policy with interest at 6%
minus the cumulative premiums for the exchanged Policy with annual
interest at 6%; and
*(2) is the guaranteed cash value of the new policy minus the Cash
Surrender Value of the exchanged Policy on the exchange date. The cash
value will depend on the new policy's face amount, underwriting class, and
the insured's age and sex on the policy date.
If the greater amount is less than zero, the issuer of the new policy will
pay an exchange credit to the owner. If the greater amount is more than zero,
the owner must pay the exchange cost to the issuer of the new policy.
-14-
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Peter L. Hutchings, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Peter L. Hutchings
----------------------------
Peter L. Hutchings
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Leo R. Futia, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Leo R. Futia
----------------------------
Leo R. Futia
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Philip H. Dutter, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Philip H. Dutter
----------------------------
Philip H. Dutter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Edward K. Kane, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Edward K. Kane
----------------------------
Edward K. Kane
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Frank J. Jones, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Frank J. Jones
----------------------------
Frank J. Jones
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Arthur V. Ferrara, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Arthur V. Ferrara
----------------------------
Arthur V. Ferrara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Joseph D. Sargent, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Joseph D. Sargent
----------------------------
Joseph D. Sargent
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that William C. Warren, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ William C. Warren
----------------------------
William C. Warren
