Surplus Note Agreement between Golden American Life Insurance Company and ING America Insurance Holdings, Inc. (09/30/1999)

Summary

Golden American Life Insurance Company agrees to pay ING America Insurance Holdings, Inc. $75 million plus 7.75% annual interest, with the note maturing on September 29, 2029. Payments are subordinate to policyholder and other creditor claims, and require approval from the Delaware Insurance Commissioner. If approval is not granted by the maturity date, the note's maturity is automatically extended until payment is authorized. This agreement outlines the terms for repayment and the priority of claims in the event of insolvency or liquidation.

EX-10.H 10 surplusn093099.txt SURPLUS NOTE 09/30/99 BTWN GALIC & ING AIH GOLDEN AMERICAN LIFE INSURANCE COMPANY SURPLUS NOTE Golden American Life Insurance Company agrees to pay ING America Insurance Holdings, Inc. a Delaware corporation, the sum of $75 million ($75,000,000.00) plus interest at the rate of 7.75% per annum from the date hereof, September 30, 1999 until paid. In any event, this note will mature on September 29, 2029. This Surplus Note and accrued interest thereon shall be subordinate to payments due to policyholders, claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of Golden American Life Insurance Company in the event of (a) the institution of bankruptcy, reorganization, insolvency or liquidation proceedings by or against Golden American Life Insurance Company, or (b) the appointment of a Trustee, receiver or other Conservator for a substantial part of Golden American Life Insurance Company properties. Any payments made shall first apply to accrued interest, and the balance of such payment shall apply to reduce the principal of this Note. Any payment of principal and/or interest made shall be subject to the prior approval of the Delaware Insurance Commissioner. If the Commissioner has not approved payment of principal to retire the note prior to its maturity date, the maturity date will be automatically extended until such time as the Commissioner authorizes payment of the final balance of principal. Golden American Life Insurance Company hereby waives presentment and notice of dishonor. In witness whereof, Golden American Life Insurance Company has caused this Note to be executed and delivered. GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/ Stephen J. Preston -------------------------------- Stephen J. Preston, Executive Vice President Attest by: /s/ David L. Jacobson - -------------------------- David L. Jacobson Senior Vice President and Assistant Secretary