Neonatology Associates, P.A., et al - Page 17




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            IV.  The Life Insurance Products                                                           
                  Inter-American and Commonwealth both issue a virtually                               
            identical conventional group term life insurance product known as                          
            the millennium group 5 (MG-5) policy.  Premiums on an MG-5 policy                          
            are generally commensurate with the life insurance risk assumed                            
            by the issuing company and do not present policyholders with                               
            asset accumulation.  The MG-5 policies allow policyholders to                              
            convert their policies to 5-year level annual renewable term,                              
            universal or whole life products which do not have any                                     
            accumulated value (or “conversion credits” as that term is                                 
            described below).                                                                          
                  Inter-American and Commonwealth both issue a second                                  
            virtually identical innovative life insurance product known as                             
            the continuous group (C-group) product.  The C-group product is a                          
            novel product designed by Inter-American (and later adopted by                             
            Commonwealth) to masquerade as a policy that provides only term                            
            life insurance benefits in order to make the product marketable                            
            to targeted investors and to allow Inter-American to make life                             
            insurance purchases from it more attractive than purchases from                            
            its larger competitors.  The C-group product is actually a                                 
            universal life product consisting of two related policies.  The                            
            first policy, the accumulation phase of the C-group product, is a                          
            group term life insurance policy known as the C-group term                                 
            policy.  The second policy, the payout phase of the C-group                                






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