Common use of Recapture Clause in Contracts

Recapture. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during When the term Company increases the dollar retention limit the amount of in force Reinsured Policies may be reduced provided: 8.2.1 The Company gives the Reinsurer written notice of its intention to recapture within 90 days of the Agreementeffective date of the retention increase; and 8.2.2 The amount eligible for recapture will be the difference between the amount originally retained and the amount the Ceding Company would have retained on the same 10% quota share basis had the new retention limit schedule been in effect at the time of issue. 8.2.3 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.4 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification; and 8.2.5 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during (a) Upon the term occurrence and continuation of a Recapture Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance ceded under this Agreement, THE COMPANY may elect by providing the Reinsurer with written notice of its intent to effect recapture; provided that, for any Recapture Event other than a Reserve Credit Event, the Ceding Company provides such written notice within twelve (12) months after the Ceding Company becomes aware that such Recapture Event has occurred if the Ceding Company has not received written notice pursuant to Section 3.7(c) that such Recapture Event is no longer continuing as of the date the Ceding Company provides notice of recapture. With respect to any Recapture Event triggered by clause (ii) of the definition of Recapture Event, a new Recapture Event shall be deemed to have occurred should the Reinsurer’s ratio of “total adjusted capital” over its “company action level risk-based capital” (each as described in the definition of “Floating RBC Ratio” or “Fixed RBC Ratio”, as applicable) is reduced by 10 points from a prior Recapture Event triggered by clause (ii) of the definition of Recapture Event. Recapture of the Covered Insurance Policies shall be effective on the date specified in such notice (the “Recapture Date”); provided that the Recapture Date shall be at least ten (10) calendar days following the date of such notice following the day on which the Ceding Company has provided the Reinsurer with such notice. (b) Upon the occurrence and continuation of a Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice (the “Termination Date”). Upon a termination by the Reinsurer, the Ceding Company shall recapture in full all the coverage reinsured reinsurance ceded under this Agreement following the occurrence of any Agreement. Recapture of the following events: 1) Non-payment of reinsurance claims Covered Insurance Policies shall be effective on the Termination Date. The Ceding Company covenants and agrees that are it shall not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER intentionally fail to comply with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within for the purpose of causing a period of at least 60 calendar days following Termination Event or encouraging the delivery of notice of such breach from THE COMPANY Reinsurer to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under terminate this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.a

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term amount of inforce reinsurance ceded on an automatic basis provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in the applicable Exhibit. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company's increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. Eligible reinsured business means business with the same form of underwriting. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible reinsured business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A − Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A, or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. 18 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect Reinsured policies will not be eligible for recapture due solely to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limitsCompany’s quota share percentage retained. To illustrateThe Company may apply an increase in its Retention Limit to reduce the ceded amount of inforce reinsurance ceded on an automatic basis provided, if however, that: a) The Company gives the maximum retention limits are increased Reinsurer an irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by 100%both parties and with no recapture being made until the Reinsured Policy has been in force for the period specifi ed in Exhibit C-1. For a conversion or re-entry, then the portion that may be recaptured from all reinsurers recapture terms of the policies reinsured under this Agreement would be equal to 100% of original policy will apply and the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then duration for the recapture shall period will be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to measured from the effective date of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture., the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other simil arly underwritten COLI or B▇▇▇ reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. I414849US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇) Effective as of the recapture date, the Reinsurer will not be liab le for any eligi ble business which was overlooked. The parties’ obliga tions for any recaptured business will be limited to those relating to events or cir cumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business. I414849US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇)

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A − Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A, or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. 18 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during If the term Ceding Company increases its Maximum Dollar Retention Limits listed in Section 3 of Schedule A, then it may, with 90 days' written notice to the AgreementReinsurer, THE COMPANY may elect reduce or recapture the reinsurance in force subject to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsrequirements: 1) Noni. An in-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment force cession is not received within that 30 day period. 2) Material breach by THE REINSURER eligible for recapture until it has been reinsured for the minimum number of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts years shown in the Risk Retention Limits table shown in Section 7 of Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the reduction in reinsurance will be the later of the first policy anniversary following the expiration of the 90-day notice period to recapture and the policy anniversary date when the required minimum number of years is attained. ii. On all policies eligible for recapture, reinsurance will be reduced by the amount necessary to increase the total insurance retained up to the new Maximum Dollar Retention Limits. iii. If more than one policy per life is eligible for recapture, then any recapture must be effected beginning with the policy with the earliest issue date and continuing in chronological order according to the remaining policies' issue dates. iv. The Ceding Company may not rescind its election to recapture for policies becoming eligible at future anniversaries. v. Recapture of reinsurance will not be allowed on any policy for which the Ceding Company did not keep its Maximum Dollar Retention Limit at issue. The Ceding Company's Maximum Dollar Retention Limits are stated in Section 3 of Schedule A. vi. If any policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in the Reinsurer's reinsurance on that policy will be in proportion to the total amount of reinsurance on the life with all reinsurers. vii. Recapture will not be made on a basis that may result in any anti-selection against the Reinsurer. The Reinsurer maintains the discretion to determine when anti-selection has occurred. Said determination will be made in a fair an equitable manner.

Recapture. At any time during the term of the Agreement, THE COMPANY The Ceding Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in increase its maximum retention limits over the maximum retention limits for THE COMPANY set forth in Exhibit I and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The therefore "Recapture" a portion of the coverage that may be recaptured reinsured risk if the following conditions have been met. 1. Reinsured Polices are not eligible for Recapture until the end of thirty (30) years, measured from each such Reinsured Policy's effective date. 2. The Ceding Company must be directly related give Generali USA ninety (90) days written notice prior to its intended date of the commencement of recapture. 3. The Recapture must occur in conjunction with an increase in the limitsCeding Company's maximum amount on its schedule of retention. To illustrateFor a Reinsured Policy, if the Ceding Company has maintained its maximum retention for the plan of insurance and the insured's issue age, sex, and mortality classification, it may apply its increased retention limits are increased by 100%to that Reinsured Policy to reduce the amount of reinsurance in force. 4. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture. 5. If any reinsured policy is recaptured in accordance with this Article, then all similarly situated Reinsured Policies eligible for recapture under the portion that may provisions of this Article must be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date Ceding Company's new maximum retention limits. Such recapture must be done in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life that is eligible. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. 6. If this Agreement utilizes a "quota share" method of allocating the reinsured risk and the Ceding Company recaptures a portion of the recapturereinsured risk, it must apply the same percentage ceded to each reinsurer when determining the amount to be recaptured.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. IDSL-NY VUL4/LP Select Treaty 19 If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during If the term Ceding Company increases its Maximum Dollar Retention Limits listed in Section 3 of Schedule A, then it may, with 90 days’ written notice to the AgreementReinsurer, THE COMPANY may elect reduce or recapture the reinsurance in force subject to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsrequirements: 1) Noni. An in-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment force cession is not received within that 30 day period. 2) Material breach by THE REINSURER eligible for recapture until it has been reinsured for the minimum number of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts years shown in the Risk Retention Limits table shown in Section 7 of Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the reduction in reinsurance will be the later of the first policy anniversary following the expiration of the 90-day notice period to recapture and the policy anniversary date when the required minimum number of years is attained. ii. On all policies eligible for recapture, reinsurance will be reduced by the amount necessary to increase the total insurance retained up to the new Maximum Dollar Retention Limits. iii. If more than one policy per life is eligible for recapture, then any recapture must be effected beginning with the policy with the earliest issue date and continuing in chronological order according to the remaining policies’ issue dates. iv. The Ceding Company may not rescind its election to recapture for policies becoming eligible at future anniversaries. v. Recapture of reinsurance will not be allowed on any policy for which the Ceding Company did not keep its Maximum Dollar Retention Limit at issue. The Ceding Company’s Maximum Dollar Retention Limits are stated in Section 3 of Schedule A. vi. If any policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in the Reinsurer’s reinsurance on that policy will be in proportion to the total amount of reinsurance on the life with all reinsurers. vii. Recapture will not be made on a basis that may result in any anti-selection against the Reinsurer. The Reinsurer maintains the discretion to determine when anti-selection has occurred.

Recapture. At any time during Reinsured policies will not be eligible for recapture due solely to an increase in the term of the Agreement, THE COMPANY Company’s quota share percentage retained. The Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsif: 1. The Company increases its Retention Limit to reduce the amount of in force reinsurance ceded on an automatic basis provided, however, that: a) NonNo recapture is made until the Reinsured Policy has been in force through the end of the level premium period. For a conversion, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and I2526854US-24 (01-payment 01-2025) (QT27458US24) 14 b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties; and c) The Company gives the Reinsurer 30 days irrevocable written notice of its intention to recapture; and d) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. The amount of reinsurance claims that are not eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in dispute that are 60 calendar days past due from THE REINSUREReffect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice the reduction will be applied pro rata to the total outstanding reinsurance. In applying its increased Retention Limit to Reinsured Policies, the age and that payment mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. Recapture is not received within that 30 day period. 2) Material breach by THE REINSURER of optional, but if any term or condition of this Agreement if such breach reinsured business is not cured within recaptured, all business eligible must be recaptured in a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance consistent manner. Eligible reinsured business means business with the ‘REINSURANCE PREMIUM RATES’ section same form of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlunderwriting. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage life risks reinsured under this Agreement to reflect increases in any other reinsurance agreement between the maximum retention limits Reinsurer and the Company which are eligible for THE COMPANY and all of its affiliates, collectively, subsequent recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the date of policy issueCompany by the Reinsurer. These maximum retention limits as of the effective date of this Agreement are equal The parties’ obligations for any recaptured business will be limited to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related those relating to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then events or circumstances arising or occurring before the recapture shall be effective immediately upon THE REINSURER’s receipt of the noticedate. If a policy is recapturedcession eligible for recapture has been overlooked by the Company, THE REINSURER the liability of the Reinsurer will pay THE COMPANY be limited to the unearned reinsurance premium within 30 days following refund of the date amount of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred premiums accepted by the Reinsurer after the date of recapture, but less allowances or claims paid, if any. 2. The Reinsurer does one of the following, regardless of the Reinsured Policies’ duration in force: a) Increases its reinsurance premium rates on any block of in force business under this agreement on which the Company has not raised its retail premiums or cost of insurance charges; or b) Increases its reinsurance premium rates on any block of in force business by an amount greater than the corresponding increase made by the Company to its retail premiums or cost of insurance charges. If the Company elects to recapture, it must notify the Reinsurer of its intention to do so before the rate increase takes effect. The recapture will be effective on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties. Upon recapture pursuant to this provision, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. The Company shall remain not be liable for all claims incurred a fee to recapture reinsurance on or prior to the date of recapturea contractual recapture as specified above. No exercise Recapture will be effected by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date way of the recapture.Company not remitting applicable premiums. I2526854US-24 (01-01-2025) (QT27458US24) 15

Recapture. At any time during The Company may apply its increased retention limits to reduce the term benefit amount of in force Reinsured Policies provided: 7.2.1 The Company gives the Reinsurer written notice of its intention to recapture with 90 days of the Agreementeffective date of the retention increase; and 7.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy a affected and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion policy or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 7.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for Recapture; and 7.2.4 The company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provision of this Article must be recaptured. If there is reinsurance to be applied prorate to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not recapture reinsurance if the Company his either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect until W.P. claim terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture, that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company’s increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. 196474US-08 ml 20070727 (ODB#I02020US-08) 10 Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher Retention Limit than previously used by the Company. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term benefit amount of in force Reinsured Policies provided: 7.2.1 The Company gives the Agreement, THE COMPANY may elect Reinsurer written notice of its intention to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar within 90 days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement the retention increase; and 7.2.2 Such recaptures are equal to made on the amounts shown next anniversary of each Reinsured Policy affected and with no recapture being made until the Reinsured Policy has been in force for the Risk Retention Limits table shown period stated in Schedule A. The portion Exhibit C. For a conversion policy or re-entry, the recapture terms of the coverage that may be recaptured must be directly related to original policy will apply and the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then duration for the recapture shall period will be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to measured from the effective date of the original policy; and 7.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture.; and 7.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding

Recapture. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following Whenever the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Company has the option to recapture certain risk amounts. The amount eligible for THE COMPANY recapture will be the difference between the amount originally retained and all of its affiliates, collectively, subsequent to the date of policy issue. These amount the company would have retained on the same quota share basis had the new maximum retention limits as been in effect at the time of issue. a. The Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the commencement of recapture. b. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of this Agreement are equal election to recapture; however, no reduction will be made prior to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date anniversary specified in THE COMPANY’s notice. Exhibit C. c. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a any reinsured policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Company's new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after After the effective date of recapture, but shall remain the Reinsurer will not be liable for all claims incurred on any reinsured policies or prior to portions of such reinsured policies eligible for recapture that the date of recaptureCompany has overlooked. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.END OF ARTICLE IX

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided, however, that: a) The Company gives the Agreement, THE COMPANY may elect Reinsurer an irrevocable written notice of its intention to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time one year after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the increase in its Retention Limit; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D; and d) Other than as respects catastrophe or financial reinsurance arrangements, the Company will retain all recaptured risks. No recapture will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher retention limit than previously used by the Company. If the Company elects to terminate reinsurance under this Article, a termination settlement will be made according to the terms specified in the Business Transfer Events provision of Exhibit C-1, but will not include amounts specified in12(d) of that provision. Effective as of the recapture date, the Reinsurer will not be liable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon payment of the termination settlement amount, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE the CEDING COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated aboveincreases its regular retention limits, it will do so by giving written notice to THE REINSURER. Upon has the delivery option of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reducing reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred provided it: a. applies the increase in retention in a consistent manner to all categories of its regular retention limits; b. notifies the REINSURER in writing of its intention to start the recapture process within ninety (90) days after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the increase in retention; and c. reduces all reinsurance eligible for recapture, including any supplementary benefits. 2. If the CEDING COMPANY decides to recapture, then it can recapture those risks where: a. the CEDING COMPANY has kept its maximum retention limit on that life for the plan, age and mortality rating at the time the policy was issued as shown in Exhibit C; and b. the reinsurance on that risk has been in force with the REINSURER for at least the number of years stated in Exhibit D. 3. The CEDING COMPANY will effect the recapture as follows: a. The CEDING COMPANY will reduce the reinsurance on the policy’s next anniversary following the period stated in Exhibit D. b. The REINSURER’s share of the reduction will be in proportion to its share of the total reinsurance on the person. c. The CEDING COMPANY will reduce the reinsurance by an amount equal to the difference between the CEDING COMPANY’s new retention per life and the retention in existence at the time the policy was issued or last recaptured. d. If there is an active claim for waiver of premium disability on that person, the life reinsurance will be recaptured, but the claim will remain with the REINSURER until it terminates, at which time the disability insurance will also be recaptured. 4. If the CEDING COMPANY overlooks the recapture of any reinsurance and the REINSURER subsequently accepts reinsurance premiums on such reinsurance, the REINSURER will only be liable for the refund of unearned premiums, less any allowances and premiums taxes if applicable, without interest.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A − Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s noticerecapture. If THE COMPANY does not specify in the written notice the date that Any such recapture is to would be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty available only up to the effective date of the recapturesuccessor ceding company's maximum retention limit.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect Reinsured policies will not be eligible for recapture due solely to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limitsCompany’s quota share percentage retained. To illustrateThe Company may apply an increase in its Retention Limit to reduce the ceded amount of inforce reinsurance ceded on an automatic basis provided, if however, that: a) The Company gives the maximum retention limits are increased Reinsurer an irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by 100%both parties and with no recapture being made until the Reinsured Policy has been in force for the period specifi ed in Exhibit C-1. For a conversion or re-entry, then the portion that may be recaptured from all reinsurers recapture terms of the policies reinsured under this Agreement would be equal to 100% of original policy will apply and the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then duration for the recapture shall period will be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to measured from the effective date of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture., the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other simil arly underwritten COLI or B▇▇▇ reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. I414848US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇) Effective as of the recapture date, the Reinsurer will not be liab le for any eligi ble business which was overlooked. The parties’ obliga tions for any recaptured business will be limited to those relating to events or cir cumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business. I414848US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇)

Recapture. At any time during the term of the Agreement, THE COMPANY The Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsif: 1. The Company increases its Retention Limit to reduce the amount of in force reinsurance ceded on an automatic basis provided, however, that: a) Non-payment No recapture is made until the Reinsured Policy has been in force through the end of reinsurance claims that are not in dispute that are 60 calendar days past due the level premium period. For a conversion, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with the effective date of the original policy; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties; and c) The Company gives the Reinsurer 30 days prior written notice and that payment is not received within that 30 day period.of its intention to recapture; and 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4d) The occurrence Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D. The amount of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with eligible for recapture from the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to Reinsurer will be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURERReinsurer’s prorata share of the total portion reinsured with all reinsurersreinsurance times the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If THE COMPANY elects there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to recapture the risks ceded total outstanding reinsurance. In applying its increased Retention Limit to THE REINSURER under this Agreement as stated aboveReinsured Policies, it the age and mortality rating at the time of issue will do so by giving written notice be used to THE REINSURER. Upon determine the delivery of such notice, all amount of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANYCompany’s noticeincreased retention. If THE COMPANY does not specify in the written notice the date that such recapture is elected by the Company, all business eligible must be recaptured in a consistent manner. The parties’ obligations for any recaptured business will be limited to be effective, then those relating to events or circumstances arising or occurring before the recapture shall be effective immediately upon THE REINSURER’s receipt of the noticedate. If a policy is recapturedcession eligible for recapture has been overlooked by the Company, THE REINSURER the liability of the Reinsurer will pay THE COMPANY be limited to the unearned reinsurance premium within 30 days following refund of the date amount of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred premiums accepted by the Reinsurer after the date of recapture, but less allowances or claims paid, if any, for the overlooked amount. 2. The Reinsurer does one of the following, regardless of the Reinsured Policies’ duration in force: a) Increases its reinsurance premium rates on any block of in-force business under this agreement on which the Company has not raised its retail premiums or cost of insurance charges; or b) Increases its reinsurance premium rates on any block of in force business by an amount greater than the corresponding increase made by the Company to its retail premiums or cost of insurance charges. If the Company elects to recapture, it must notify the Reinsurer of its intention to do so before the rate increase takes effect. The recapture will be effective on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties. Upon recapture pursuant to this provision, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. The Company shall remain not be liable for all claims incurred on or prior a fee to the date of recapturerecapture reinsurance. No exercise Recapture will be effected by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date way of the recaptureCompany not remitting applicable premiums.

Recapture. At any time during the term of the Agreement, THE COMPANY The Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsif: 1. The Company increases its Retention Limit to reduce the amount of in force reinsurance ceded on an automatic basis provided, however, that: a) Non-payment of reinsurance claims that are not No recapture is made until the Reinsured Policy has been in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following force through the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion end of the coverage reinsured under this Agreement to reflect increases in level premium period. For a conversion, the maximum retention limits recapture terms of the original policy will apply and the duration for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of recapture period will be measured from the effective date of this Agreement are equal the original policy; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties; and Treaty #100176 Confidential (C3) 14 Execution Copy_7_16_2025 c) The Company gives the Reinsurer 30 days written notice of its intention to recapture; and d) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the amounts shown in total outstanding reinsurance. In applying its increased Retention Limit to Reinsured Policies, the Risk Retention Limits table shown in Schedule A. The portion age and mortality rating at the time of issue will be used to determine the amount of the coverage that may Company’s increased retention. Recapture is optional, but if any reinsured business is recaptured, all business eligible must be recaptured must in a consistent manner. The parties’ obligations for any recaptured business will be directly related limited to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal those relating to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then events or circumstances arising or occurring before the recapture shall be effective immediately upon THE REINSURER’s receipt of the noticedate. If a policy is recapturedcession eligible for recapture has been overlooked by the Company, THE REINSURER the liability of the Reinsurer will pay THE COMPANY be limited to the unearned reinsurance premium within 30 days following refund of the date amount of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred premiums accepted by the Reinsurer after the date of recapture, but less allowances or claims paid, if any. No recapture will be permitted if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in its Retention Limit. 2. The Reinsurer does one of the following, regardless of the Reinsured Policies’ duration in force: a) Increases its reinsurance premium rates on any block of in force business under this agreement on which the Company has not raised its retail premiums or cost of insurance charges; or b) Increases its reinsurance premium rates on any block of in force business by an amount greater than the corresponding increase made by the Company to its retail premiums or cost of insurance charges. If the Company elects to recapture, it must notify the Reinsurer of its intention to do so before the rate increase takes effect. The recapture will be effective on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties. Upon recapture pursuant to this provision, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. The Company shall remain not be liable for all claims incurred on or prior a fee to the date of recapturerecapture reinsurance. No exercise Recapture will be effected by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date way of the recapture.Company not remitting applicable premiums. Treaty #100176 Confidential (C3) 15 Execution Copy_7_16_2025

Recapture. At The Company may recapture if: 1. The Company increases its Retention Limit to reduce the amount of in force reinsurance ceded on an automatic basis provided, however, that: a) No recapture is made until the Reinsured Policy has been in force through the end of the level premium period. For a Conversion Policy, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties; and c) The Company gives the Reinsurer thirty (30) days written notice of its intention to recapture; and d) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D; and e) The Company retained its maximum Retention Limit for the age and mortality rating at the time the policy was issued. No recapture will be allowed for any policies where the Company’s established special retention limits less than the Company’s maximum Retention Limits for the plan, issue age, and mortality rating at the time during the term policy was issued; and f) No recapture will be made if the Company has either obtained or increased reinsurance coverage, including, but not limited to, stop loss, as justification for the increase in Retention Limits. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. Recapture is optional, but if any reinsured business is recaptured, all business eligible must be recaptured in a consistent manner. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. 2. The Reinsurer does one of the following, regardless of the Reinsured Policies’ duration in force: a) Increases its reinsurance premium rates on any block of in force business under this agreement on which the Company has not raised its retail premiums or cost of insurance charges; or b) Increases its reinsurance premium rates on any block of in force business by an amount greater than the corresponding increase made by the Company to its retail premiums or cost of insurance charges. If the Company elects to recapture, it must notify the Reinsurer of its intention to do so before the rate increase takes effect. The recapture will be effective on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties. 3. The Reinsurer is deemed insolvent and the terms and conditions of Article 11.1 are satisfied. 4. A Reserve Credit Event occurs and is not cured pursuant to Article 16.4. Upon recapture pursuant to this Article 8.3, a terminal settlement shall be made such that the parties shall settle all amounts due and payable with respect to the recaptured policies reinsured hereunder as stated below. All such settlements shall be made as of the recapture effective date. 1. The Reinsurer will refund to the Company any unearned reinsurance premiums. 2. The Reinsurer will pay to the Company all claims eligible for coverage under the Agreement incurred and reported to the Reinsurer prior to the recapture effective date. 3. The Company will pay the Reinsurer any due and unpaid reinsurance premium. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. The Reinsurer will be obligated to pay to the Company all claims attributable to the recaptured amounts that were eligible for coverage under the Agreement, THE COMPANY may elect incurred prior to the recapture in full effective date and reported to the coverage reinsured under this Agreement following Reinsurer The Reinsurer shall have no liability with respect to claims incurred on or after the occurrence of any recapture effective date or claims reported to the Reinsurer after two (2) years from the recapture effective date regardless of the following events: 1) Non-payment date on which such claims were incurred. The Company agrees to conduct appropriate Death Master File searches on its entire block of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice force policies (and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within lapsed and surrendered policies for a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY time in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6Company’s compliance procedures) Any representation at least semi-annually or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In additioncompliance with state regulations, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that whichever is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the noticemore frequent. If a policy is recapturedcession eligible for recapture has been overlooked by the Company, THE REINSURER the liability of the Reinsurer will pay THE COMPANY be limited to the unearned reinsurance premium within 30 days following refund of the date amount of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred premiums accepted by the Reinsurer after the date of recapture, but shall remain liable for all less allowances or claims paid, if any. However, if a claim is incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damageseffective date, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up but reported to the Reinsurer after this two (2) year period after the recapture effective date date, the Company may consult with the Reinsurer, and the parties will work in good faith to resolve. The Company shall not be liable for a fee to recapture reinsurance. Recapture will be effected by way of the recaptureCompany not remitting applicable premiums.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following Whenever the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Company has the option to recapture certain risk amounts. The amount eligible for THE COMPANY recapture will be the difference between the amount originally retained and all of its affiliates, collectively, subsequent to the date of policy issue. These amount the company would have retained on the same basis had the new maximum retention limits as been in effect at the time of issue a. The Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the commencement of recapture. b. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of this Agreement are equal election to recapture; however, no reduction will be made prior to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date anniversary specified in THE COMPANY’s notice. Exhibit C. c. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a any reinsured policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Company’s new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of an internal exchange, under this Agreementconversion or re-entry, for any claims incurred after the date recapture terms of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. After the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Company has overlooked.

Recapture. At Whenever the Company changes its limits of retention, it shall promptly notify the Reinsurer. If the Company increases its retention limits, it may exercise its right of recapture and reduce the existing reinsurance by a corresponding amount, in accordance with the following rules. 1. No reduction shall be made in the reinsurance on any policy unless the Company retained its maximum retention limit for the plan, age and mortality ratings at the time during the term policy was issued. 2. The reduction in reinsurance shall be made on the next anniversary of each policy affected. However, no reduction shall be made until a policy has been in-force for ten years. 3. The Company shall give the Agreement, THE COMPANY may elect Reinsurer ninety (90) days written notice of its intention to recapture in full the coverage existing business reinsured under this Agreement following the occurrence in accordance with its new limits of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ sectionretention. 4) The occurrence of . If any reinsurance is recaptured following a “Risk Trigger Event” as defined in Schedule A of this Agreementretention increase, all reinsurance which is subject to recapture under these provisions must be similarly recaptured. 5) A change . If there is reinsurance in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits other companies on risks eligible for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermorerecapture, the portion that may Cologne's reduction will be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata in proportion to its share of the total portion reinsurance on the life. 6. In the event that any reinsurance policy affected by recapture is overlooked, the acceptance by the Reinsurer of reinsurance premiums after the effective dates of the reductions or cancellations shall not constitute or determine a liability on the part of the Reinsurer for such reinsurance, and the Reinsurer shall be liable only for a refund of the premiums so received, without interest. 7. No reduction may be made in any supplemental benefits reinsured with all reinsurersunless the life reinsurance is also being reduced. 8. If THE COMPANY elects to at the time of recapture the risks ceded to THE REINSURER under this Agreement as stated aboverisk is an active claim for Waiver of Premium Disability, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies life risk shall be considered subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liableHowever, under this Agreement, for any claims incurred after the date of recapture, but original disability reinsurance shall remain liable for all claims incurred on or prior to in force until such time as the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturedisability claim ceases.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term amount of inforce reinsurance ceded on an automatic basis provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in the applicable Exhibit. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its maximum limit of retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company's increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. Eligible reinsured business means business with the same form of underwriting. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. (QT 2▇▇▇▇▇▇▇▇) Effective as of the recapture date, the Reinsurer will not be liable, under this Agreement, liable for any claims incurred eligible reinsured business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. If a cession eligible for recapture has been overlooked by the Company, the liability of the Reinsurer will be limited to the refund of the amount of premiums accepted by the Reinsurer after the date of recapture, but shall remain liable for less allowances or claims paid, if any. Upon recapture, each party will be deemed to be fully and finally released from all claims incurred on or prior obligations under this Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At The Deed gives the United States Government rights with respect to said Land. In the event the United States Government, or any of its agencies, exercises its rights to recapture or recover the Land, or any portion thereof, during the term of this Lease, and Lessee is not in default hereunder, Lessor agrees to refund to Lessee the pro-rata share of the unearned rent to cover that portion of the year in which the Land, or that portion of the Land, is recaptured. The Lessor reserves the right to recapture all or a portion of the Land at any time during the term hereof. The Lessor also reserves the right to exempt up to thirteen (13) acres of property for City Capital Improvement Project(s). If either the terms of recapture or the need for the exemption is not known at the time of the Agreementterm for this Lease or any subsequent option term, THE COMPANY may elect Lessor agrees to give Lessee a minimum of thirty (30) days advance written notice should recapture or exemption be desired by the Lessor. In the event of recapture or exemption, and provided Lessee is not in full default hereunder, Lessor agrees to refund to Lessee the coverage reinsured under this Agreement following the occurrence of any pro-rata share of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURERunearned rent for the remaining portion for the year for which the annual rent has been paid. If possible, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice Lessor agrees to permit Lessee’s growing crops to mature and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of for Lessee to harvest said crops growing at least 60 calendar days following the delivery time of notice of such breach from THE COMPANY recapture or exemption to THE REINSURER. 3) THE REINSURER is deemed insolvent as described the fullest extent feasible. Should recapture or exemption and termination of this Lease occur under conditions which prohibit the allowance of time necessary to mature and harvest crops, then in addition to a refund of unearned rent, Lessee shall be reimbursed for actual expenses incurred in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion production of the coverage reinsured under this Agreement to reflect increases crops on the recaptured Land. Said reimbursement shall cover costs incurred for ground preparation, including fuel, seed, fertilizer, equipment rental and/or depreciation and other expenses as reflected in the maximum retention limits Lessee’s books and records. Reimbursement for THE COMPANY and all of its affiliates, collectively, subsequent expenses shall be limited to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement acreage only and shall be recaptured, effective as the only compensation or damages due Lessee by virtue of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such termination and recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureLessor.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least ten (10) years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. IDSL VUL4/LP Select Treaty 19 If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer written notice of its intention to recapture within 90 days of the Agreementeffective date of the retention increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company's increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher Retention Limit than previously used by the Company. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At Not more than once in any consecutive twenty-four month period, the Company may apply its increased maximum retention limits to reduce the amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer irrevocable written notice of its intention to recapture within 90 days of the effective date of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time during the policy was issued, its full retention as set out in Exhibit D for the plan and the insured’s classification; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in any form any of the recaptured business without the Reinsurer’s prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance with other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture rights may then be available to the Company or such affiliate. For purposes of this provision, the term “common retention affiliate” means any affiliate of the AgreementCompany as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company’s risk retention program. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in maximum retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, THE COMPANY may elect the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during Option 1 (Excess Reinsurance) Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Company has the option to recapture certain risk amounts. If the Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows. a. The Company must give the Reinsurer thirty (30) days written notice prior to its affiliates, collectively, subsequent to the intended date of the commencement of recapture. b. The reduction of reinsurance on affected policies will become effective on the policy issue. These maximum retention limits as anniversary date immediately following the notice of the effective date election to recapture; however, no reduction will be made until a policy has been in force for at least [insert number of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies years] years. c. If any reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the company's new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction on reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer will continue to pay its share of the waiver claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Company has overlooked. The terms and conditions for the Company to recapture reinsured policies, as made necessary by the insolvency of the Reinsurer, are set forth in Article XIV, C. No recapture will be permitted if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase on retention limits. Option 2 (First Dollar Quota Share Reinsurance). a. Recapture will not be allowed under this Agreement.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D; and d) Other than as respects stop-loss, catastrophe, financial reinsurance arrangements, or sale of a block of business, the amounts shown Company will retain all risks so recaptured and is prohibited from ceding in the Risk Retention Limits table shown in Schedule A. The portion any form any of the coverage that may recaptured business without the Reinsurer’s prior written consent. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be recaptured must be directly related used to determine the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers amount of the policies reinsured under this Agreement Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would be equal to 100% have retained had the new retention been in effect at the time of the portion issue. The amount of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. ODB# 103515US-09 Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during 11.1 Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Ceding Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Ceding Company, through the Administrator, has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all the insured’s issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of its affiliatesreinsurance in force as follows. (a) The Ceding Company, collectivelythrough the Administrator, subsequent must give MARC thirty (30) days written notice prior to the commencement of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown has been in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies force for at least twenty (20) years. (c) If any reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company’s new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company, through the Administrator, must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, MARC will continue to pay its share of the waiver claim until it terminates. MARC will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, MARC will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits.

Recapture. At any time during Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Company has the option to recapture certain risk amounts. If the Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows. 1. The Company must give the Reinsurer thirty (30) days written notice prior to its affiliates, collectively, subsequent to the intended date of the commencement of recapture. 2. The reduction of reinsurance on affected policies shall become effective on the policy issue. These maximum retention limits as anniversary date immediately following the notice of the effective date election to recapture; however, no reduction shall be made until a policy has been in force for at least [insert number of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurersyears] years. 3. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a any reinsured policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Company's new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction on reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to Agreement covering the original policy shall apply, and the duration for the purpose of recapture shall be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer shall continue to pay its share of the waiver claim until it terminates. The Reinsurer shall not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits shall be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Reinsurer shall not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Company has overlooked. The terms and conditions for the Company to recapture reinsured policies, as made necessary by the insolvency of the Reinsurer, are set forth in Article 16. No recapture shall be permitted if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase on retention limits.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect Reinsured policies will not be eligible for recapture due solely to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limitsCompany’s quota share percentage retained. To illustrateThe Company may apply an increase in its Retention limit to reduce the amount of inforce reinsurance ceded on an automatic basis provided, if however, that: a) The Company gives the maximum retention limits are increased Reinsurer an irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by 100%both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in the applicable Exhibit. For a conversion or re-entry, then the portion that may be recaptured from all reinsurers recapture terms of the policies reinsured under this Agreement would be equal to 100% of original policy will apply and the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then duration for the recapture shall period will be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to measured from the effective date of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. Eligible reinsured business means business with the same form of underwriting. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must 12107058US·19 (01-01-2019) IOT17345US1Bl be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business.

Recapture. At any time during If the term Ceding Company increases its Maximum Dollar Retention Limits listed in Section 3 of Schedule A, then it may, with 90 days' written notice to the AgreementReinsurer, THE COMPANY may elect reduce or recapture the reinsurance in force subject to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following eventsrequirements: 1) Noni. An in-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment force cession is not received within that 30 day period. 2) Material breach by THE REINSURER eligible for recapture until it has been reinsured for the minimum number of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts years shown in the Risk Retention Limits table shown in Section 7 of Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the reduction in reinsurance will be the later of the first policy anniversary following the expiration of the 90-day notice period to recapture and the policy anniversary date when the required minimum number of years is attained. ii. On all policies eligible for recapture, reinsurance will be reduced by the amount necessary to increase the total insurance retained up to the new Maximum Dollar Retention Limits. iii. If more than one policy per life is eligible for recapture, then any recapture must be effected beginning with the policy with the earliest issue date and continuing in chronological order according to the remaining policies' issue dates. iv. The Ceding Company may not rescind its election to recapture for policies becoming eligible at future anniversaries. v. Recapture of reinsurance will not be allowed on any policy for which the Ceding Company did not keep its Maximum Dollar Retention Limit at issue. The Ceding Company's Maximum Dollar Retention Limits are stated in Section 3 of Schedule A. vi. If any policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in the Reinsurer's reinsurance on that policy will be in proportion to the total amount of reinsurance on the life with all reinsurers. vii. Recapture will not be made on a basis that may result in any anti-selection against the Reinsurer. However, if the Reinsurer has given the Ceding Company written notice of a reinsurance premium rate increase and the Ceding Company Exercises their right to recapture as set forth in Article 7.e, restrictions i. and v. above shall not apply.

Recapture. At any time during the term of the Agreement, THE COMPANY The Ceding Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in increase its maximum retention limits over the maximum retention limits for THE COMPANY set forth in Exhibit I and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The therefore "Recapture" a portion of the coverage that may be recaptured reinsured risk if the following conditions have been met. 1. Reinsured Polices are not eligible for Recapture until the end of 20 years, measured from each such Reinsured Policy's effective date. 2. The Ceding Company must be directly related give Generali USA ninety (90) days written notice prior to its intended date of the commencement of recapture. 3. The Recapture must occur in conjunction with an increase in the limitsCeding Company's maximum amount on its schedule of retention. To illustrateFor a Reinsured Policy, if the Ceding Company has maintained its maximum retention for the plan of insurance and the insured's issue age, sex, and mortality classification, it may apply its increased retention limits are increased by 100%to that Reinsured Policy to reduce the amount of reinsurance in force. 4. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture. 5. If any reinsured policy is recaptured in accordance with this Article, then all similarly situated Reinsured Policies eligible for recapture under the portion that may provisions of this Article must be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date Ceding Company's new maximum retention limits. Such recapture must be done in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life that is eligible. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. 6. If this Agreement utilizes a "quota share" method of allocating the reinsured risk and the Ceding Company recaptures a portion of the recapturereinsured risk, it must apply the same percentage ceded to each reinsurer when determining the amount to be recaptured.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any either of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “"Risk Trigger Event” " as defined in Schedule A of this Agreement. 5; or (2) A change a Plan Change as described in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlSection 19 d. above. In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Automatic Acceptance Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO. Furthermore, the portion that may be recaptured from THE REINSURER AUSA would be determined as THE REINSURER’s AUSA's prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO elects to recapture the risks ceded to THE REINSURER AUSA under this Agreement as stated above, it will do so by giving written notice to THE REINSURERAUSA. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s PRUCO's notice. If THE COMPANY PRUCO does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s AUSA's receipt of the notice. If a policy is recaptured, THE REINSURER AUSA will pay THE COMPANY PRUCO the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER AUSA shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any When the Company increases its Corporate Maximum Retention Limit pursuant to this Agreement, the Company may, at its option, recapture an amount equal to the difference between the amount originally retained and the amount the Company would have retained on the same reinsurance basis as specified in the Exhibits hereto had the new Corporate Maximum Retention Limit been in effect at the time during of issue, provided: i. The Company gives the term Reinsurer written notice of its intention to recapture within ninety (90) days of the Agreementeffective date of the Corporate Maximum Retention Limit increase; and ii. such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period specified in the Exhibits hereto; and iii. the Company has maintained, THE COMPANY from the time the Policy was issued, an amount equal to the applicable Corporate Maximum Retention Limit for the plan and the insured's classification; and iv. the Company has applied its increased Corporate Maximum Retention Limit in a consistent manner to all categories of its Retention Limits specified in the Exhibits hereto unless otherwise agreed to by the Reinsurer. In applying its increased Corporate Maximum Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. If the Company exercises its option to recapture, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsured net amount at risk as of the date of recapture. The Company may elect not revoke its election to recapture on Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in full Retention Limits. Following the coverage effective date of recapture, the Reinsurer will not be liable for claims on any Reinsured Policies or portions of such Reinsured Policies that are eligible for recapture but the Company has overlooked. In this instance, the Reinsurer will be liable only for a credit of the premiums received after the effective date of recapture, less any allowance. If Waiver of Premium (WP) is a reinsured benefit on any Reinsured Policy covered by this Agreement and there is a WP claim in effect with respect to a Reinsured Policy when recapture takes place, the WP claim will stay in effect and the Reinsurer will continue to pay its share of the WP claim until such claim terminates. During such period, the Reinsurer will not be liable for any other benefits with respect to the Reinsured Policy, including the basic life risk, which are eligible for recapture. All eligible benefits will be recaptured as if there was no WP claim. If the Company transfers business that is reinsured under this Agreement following to a successor company, then the occurrence of any of successor company has the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURERoption to recapture the reinsurance, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ recapture criteria outlined in this Article, only if the successor company has or adopts a higher retention limit than that of the Company. Should the successor company have a higher retention limit than the Company and exercises a right to recapture the business it may do so only ratably over a 36-month period. The terms and conditions of the Company’s right to recapture due to the Reinsurer’s insolvency are specified in the Insolvency section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during Whenever the term of the AgreementCompany increases its Retention Limit , THE COMPANY may elect to recapture as set forth in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURERExhibit D, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY it may elect to recapture all or an appropriate portion of in force reinsurance affected by the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliatesincrease, collectively, subsequent provided a ninety (90) day written notice is given to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or Reinsurer prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of commencement of its recapture election. Recapture of the in force reinsurance shall be subject to the following conditions: a) An in force Reinsured Policy shall not be eligible for recapture until it has been reinsured for the minimum number of years as specified in Exhibit C-1. The effective date of the reduction in reinsurance shall be the later of: i) the first Policy anniversary following the expiration of the ninety (90) day notice period to recapture; or ii) the Policy anniversary date when the required minimum number of years is attained; or iii) a mutually agreed effective date between the Company and the Reinsurer. b) The Company must have maintained the maximum dollar retention on the life for the plan, insured's age, sex and mortality classification as set forth in Exhibit D. c) Reinsurance for all Reinsured Policies eligible for recapture shall be reduced by the amount necessary to increase the total amount retained on the life up to the new Retention Limit. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the time of issue. The amount of reinsurance eligible for recapture will be determined based on the reinsurance net amount at risk as of the date of recapture. d) If the Reinsured Policy is eligible for recapture from other reinsurers, the reduction in reinsurance shall be shared proportionately based upon the original risk among the reinsurers. e) If more than one Reinsured Policy is eligible for recapture, any recapture must be affected beginning with the Reinsured Policy with the earliest issue date and continuing in chronological order according to the remaining Reinsured Policies' issue dates. f) The Company shall not rescind or revoke its decision to recapture once elected for any Reinsured Policies becoming eligible on future Policy anniversaries. g) For a Reinsured Policy issued as a result of a continuation, such as conversion, re­entry or exchange, the recapture terms of the agreement covering the original Policy shall apply and the recapture period shall be measured from the issue date of the original Policy. h) No recapture will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. i) Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. j) Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher Retention Limit than previously used by the Company. k) Effective as of the recapture date, the Reinsurer will not be liable for any eligible business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. l) Upon payment of the termination settlement amount, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business.

Recapture. At any time during 11.1 Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Ceding Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all the insured's issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of its affiliates, collectively, subsequent reinsurance in force as follows. (a) The Ceding Company must give MARC thirty (30) days written notice prior to the commencement of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown has been in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies force for at least twenty (20) years. (c) If any reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, MARC will continue to pay its share of the waiver claim until it terminates. MARC will not be liable for any other benefits, including the basic life risk, that are eligible for recapture.. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, MARC will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked, provided however that MARC will be liable for a refund in full of any premium so received. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits. 15 -------------------------------------------------------------------------------- [GRAPHIC OMITTED] MARC MUNICH RE GROUP

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company’s increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher Retention Limit than previously used by the Company. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At Whenever the Company changes its limits of retention, it shall promptly notify the Reinsurer. If the Company increases its retention limits, it may exercise its right of recapture and reduce the existing reinsurance by a corresponding amount, in accordance with the following rules. 1. No reduction shall be made in the reinsurance on any policy unless the Company retained its maximum retention limit for the plan, age and mortality ratings at the time during the term policy was issued. 2. The reduction in reinsurance shall be made on the next anniversary of each policy affected. However, no reduction shall be made until a policy has been in-force for twenty years. 3. The Company shall give the Agreement, THE COMPANY may elect Reinsurer ninety (90) days written notice of its intention to recapture in full the coverage existing business reinsured under this Agreement following the occurrence in accordance with its new limits of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ sectionretention. 4) The occurrence of . If any reinsurance is recaptured following a “Risk Trigger Event” as defined in Schedule A of this Agreementretention increase, all reinsurance which is subject to recapture under these provisions must be similarly recaptured. 5) A change . If there is reinsurance in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits other companies on risks eligible for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermorerecapture, the portion that may Reinsurer's reduction will be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata in proportion to its share of the total portion reinsurance on the life. 6. In the event that any reinsurance policy affected by recapture is overlooked, the acceptance by the Reinsurer of reinsurance premiums after the effective dates of the reductions or cancellations shall not constitute or determine a liability on the part of the Reinsurer for such reinsurance, and the Reinsurer shall be liable only for a refund of the premiums so received, without interest. 7. No reduction may be made in any supplemental benefits reinsured with all reinsurersunless the life reinsurance is also being reduced. 8. If THE COMPANY elects to at the time of recapture the risks ceded to THE REINSURER under this Agreement as stated aboverisk is an active claim for Waiver of Premium Disability, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies life risk shall be considered subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liableHowever, under this Agreement, for any claims incurred after the date of recapture, but original disability reinsurance shall remain liable for all claims incurred on or prior to in force until such time as the date of recapturedisability claim ceases. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.GENERAL & COLOGNE LIFE RE OF AMERICA

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. IDSL VUL4/LP Select Treaty 20 If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 11.1 Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Ceding Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all the insured's issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of its affiliates, collectively, subsequent reinsurance in force as follows. (a) The Ceding Company must give MARC thirty (30) days written notice prior to the commencement of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy issue. These maximum retention limits as has been in force for at least the number of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date years specified in THE COMPANY’s notice. Exhibit D. (c) If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a any reinsured policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, MARC will continue to pay its share of the waiver claim until it terminates. MARC will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, MARC will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked, provided however that MARC will be liable for a refund in full of any premium so received. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company’s increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during Whenever the term Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (A.1) the Ceding Company will notify the Reinsurer of its intent to recapture to the new retention limits. If the Ceding Company has maintained its Maximum Retention Per Life for the plan and the insured's issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: a. the Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the Agreementcommencement of recapture; and b. the reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, THE COMPANY no reduction will be made until a policy has been in force for at least [*] where the corporate maximum dollar retention was held at issue, up to the then current increased retention; and c. if any policy reinsured on the life is recaptured, all policies reinsured on the life that are eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new Maximum Retention Per Life in a consistent manner, and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may elect not revoke its election to recapture for policies becoming eligible at future anniversaries; and d. no recapture will be made unless the Ceding Company retained its corporate maximum dollar limit of retention for the plan, age and mortality rating at the time the policy was issued. No recapture will be allowed in full any class of fully reinsured business nor in any classes of risks for which the coverage Ceding Company established special retention limits less than the Ceding Company's Maximum Retention Per Life for the plan, age, and mortality rating at the time the policy was issued. If portions of a policy reinsured under this Agreement following have been reinsured with more than one Reinsurer, the occurrence Ceding Company must allocate the reduction in reinsurance so that the amount reinsured by each Reinsurer after the reduction is proportionately the same as if the new Maximum Retention Per Life had been in effect at the time of issue. Recapture is not available due to any change in the financial condition of the following events: 1) Non-payment Reinsurer. The amount of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment eligible for recapture is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of based on the Reinsured Net Amount at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreementconversion or re-entry, for any claims incurred after the date recapture terms of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the Original Policy will apply, and the duration for the purpose of recapture will be measured from the effective date of the reinsurance on the Original Policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer will continue to pay its share of the waiver claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Reinsurer will not be liable for any benefits on reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least twenty (20) years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article or under the provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may be recaptured must be directly related to the increase in the limitsCompany's increased retention. To illustrate, if the maximum For policies issued on an excess retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermorebasis, the portion that may amount of reinsurance eligible for recapture will be recaptured from THE REINSURER the difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the time of issue. For policies issued on a quota share basis, the amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. The amount of reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapturerecaptured business. No exercise by THE COMPANY of any recapture right will give rise to any claims Exhibit A Business Covered Agreement Effective Date: June 1, 2008. The commencement dates for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturespecific plans are shown below.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL VUL4 / LP Select Treaty 19 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL - [redacted] 20 VUL IV Plus/VUL IV Plus-ES Doc# 2081398 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least thirty (30) years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL - [redacted] VUL IV Plus/VUL IV Plus-ES Doc# 2080257 19 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage amount] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. IDSL-NY VUL4/LP Select Treaty 20 If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage reinsured under this Agreement Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the occurrence notice of any election to recapture; however, no reduction will be made until a policy has been in force for a duration of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day periodat [duration]. 2(c) Material breach by THE REINSURER of If any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will pay THE COMPANY continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the unearned policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance premium within 30 days following eligible for recapture is based on the Net Amount at Risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right Agreement will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureused.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided, however, that: a) The Company gives the Agreement, THE COMPANY may elect Reinsurer an irrevocable written notice of its intention to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time one year after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the increase in its Retention Limit; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D; and d) Other than as respects catastrophe or financial reinsurance arrangements, the Company will retain all recaptured risks. No recapture will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. Any successor of the Company will have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher retention limit than previously used by the Company. If the Company elects to terminate reinsurance under this Article, a termination settlement will be made according to the terms specified in the Business Transfer Events provision of Exhibit C-1, but will not include amounts specified in 12(d) of that provision. Effective as of the recapture date, the Reinsurer will not be liable for any eligible business which was overlooked. The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date, including payment of the termination settlement amount. Upon payment of the termination settlement amount, each party will be deemed to be fully and finally released from all obligations under this Agreement with respect to the recaptured business.

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least 10 years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during The Company may apply an increase in its Retention Limit to reduce the term ceded amount of inforce reinsurance provided that: a) The Company gives the Reinsurer irrevocable written notice of its intention to recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in Exhibit C-1. For a conversion or re-entry, the recapture terms of the Agreement, THE COMPANY may elect to original policy will apply and the duration for the recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due period will be measured from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the amounts shown in age and mortality rating at the Risk Retention Limits table shown in Schedule A. The portion time of issue will be used to determine the amount of the coverage that may Company's increased retention. The amount of reinsurance eligible for recapture will be recaptured must be directly related to the increase difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the limitstime of issue. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers The amount of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would reinsurance eligible for recapture will be determined as THE REINSURER’s prorata share of based on the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective reinsurance net amount at risk as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liableliable for any eligible business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date. Upon recapture, each party will be deemed to be fully and finally released from all obligations under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior Agreement with respect to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecaptured business.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any either of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “"Risk Trigger Event” " as defined in Schedule A of this AgreementAgreement for policies issued prior to January 1, 2004; or (2) a Plan Change as described in Section 19 d. above. PRUCO may not recapture policies issued on or after January 1, 2004, following the occurrence of a "Risk Trigger Event. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. " In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Automatic Acceptance Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO. Furthermore, the portion that may be recaptured from THE REINSURER SWISS RE would be determined as THE REINSURER’s SWISS RE's prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO elects to recapture the risks ceded to THE REINSURER SWISS RE under this Agreement as stated above, it will do so by giving written notice to THE REINSURERSWISS RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s PRUCO's notice. If THE COMPANY PRUCO does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s SWISS RE's receipt of the notice. If a policy is recaptured, THE REINSURER SWISS RE will pay THE COMPANY PRUCO the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER SWISS RE shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during the term The Reinsurer's Portion of the Agreement, THE COMPANY may elect to Policies is eligible for recapture in full commencing after the coverage reinsured under this Agreement following the occurrence of any of the following events: 1twelfth (12th) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition consecutive month of this Agreement if provided the Company gives the Reinsurer ninety (90) days advance notice as set forth below of its intent to recapture such breach is not cured within a period policies, and further provided that: (a) such recapture comprises all of at least 60 calendar days following the delivery Policies, (b) such notice designates the effective date of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence intended recapture (which date shall be the end of a “Risk Trigger Event” as defined in Schedule A month that ends after the expiration of this Agreement. 5the aforesaid ninety (90) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with day period), (c) the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves Company pays the Reinsurer a recapture fee to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits determined as of the effective date of this Agreement are the recapture and (d) such recapture fee shall be an amount equal to the amounts shown in sum of (i) the Risk Retention Limits table shown in Schedule A. The portion value of the coverage Reinsurer's Portion of the Policies that may be is being recaptured must be directly related determined by an actuarial valuation performed in respect to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective Policies as of the effective date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then of the recapture subject to such valuation being acceptable to and agreed to by both the Company and the Reinsurer, the cost of which shall be effective immediately upon THE REINSURER’s receipt borne by the Company, plus (ii) a recapture "premium" in an amount equal to twenty-three percent (23%) of the notice. If value determined by said actuarial valuation, plus (iii) all amounts due to the Reinsurer from the Company as a policy is recaptured, THE REINSURER will pay THE COMPANY result of the unearned reinsurance premium within 30 days following Monthly Cash Settlements as set forth in Section 5.3 below through the effective date of recapture. THE REINSURER In the event of recapture as aforesaid, the Company shall not assume and be liableresponsible for all liabilities of the recaptured Policies and all administration and data processing responsibilities relating thereto, under thereby totally and absolutely relieving the Reinsurer, as of the effective date of such recapture, of all of its responsibilities and liabilities otherwise existing by virtue of this Agreement, for any claims incurred after . The Reinsurer shall transfer to the Company within thirty (30) days following the effective date of recapture, but shall remain liable for all claims incurred on or prior the recapture assets equal to the date Reinsurer's Portion of recapturethe liabilities of the recaptured Policies. No exercise by THE COMPANY Such assets shall consist of any recapture right will give rise to any claims for damagesthe policy assets associated with the Reinsurer's Portion of the Policies (i.e., lost profitspolicy loans and due and deferred premiums) and the balance, at the election of the Reinsurer, shall consist of cash, or other form investment grade bonds valued so as to have a yield to maturity equal to seven percent (7%), or the mortgage loans heretofore transferred to the Reinsurer by the Company in connection with the Assumption Reinsurance Agreement (valued at the aggregate amount of compensation to THE REINSURER, other than payment the loan balances of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to said loans at the effective date of the recapture), or a combination thereof.

Recapture. At any time during 11.1 RECAPTURE ELIGIBILITY REQUIREMENTS Whenever the term Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (A.1) the Ceding Company will notify the Reinsurer of its intent to recapture to the new retention limits. If the Ceding Company has maintained its Maximum Retention Per Life for the plan and the insured’s issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: a. the Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the Agreementcommencement of recapture; and b. the reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, THE COMPANY no reduction will be made until a policy has been in force for at least twenty (20) years, for policies where the corporate maximum dollar retention was held at issue, up to the then current increased retention; and c. if any policy reinsured on the life is recaptured, all policies reinsured on the life that are eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company’s new Maximum Retention Per Life in a consistent manner, and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may elect not revoke its election to recapture for policies becoming eligible at future anniversaries; and d. no recapture will be made unless the Ceding Company retained its corporate maximum dollar limit of retention for the plan, age and mortality rating at the time the policy was issued. No recapture will be allowed in full any class of fully reinsured business nor in any classes of risks for which the coverage Ceding Company established special retention limits less than the Ceding Company’s Maximum Retention Per Life for the plan, age, and mortality rating at the time the policy was issued. If portions of a policy reinsured under this Agreement following have been reinsured with more than one Reinsurer, the occurrence Ceding Company must allocate the reduction in reinsurance so that the amount reinsured by each Reinsurer after the reduction is proportionately the same as if the new Maximum Retention Per Life had been in effect at the time of issue. Recapture is not available due to any change in the financial condition of the following events: 1) Non-payment Reinsurer except insolvency. The amount of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment eligible for recapture is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of based on the Reinsured Net Amount at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall For a policy issued as a result of conversion, the recapture terms of the reinsurance agreement covering the New Policy will apply, and the duration for the purpose of recapture will be measured from the issue dateof the Original Policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer will continue to pay its share of the waiver claim until it terminates. The Reinsurer will not be liable, under this Agreement, liable for any claims incurred after other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, but shall remain the Reinsurer will not be liable for all claims incurred any benefits on reinsured policies or prior to portions of such reinsured policies eligible for recapture that the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCeding Company has overlooked.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any either of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5; or (2) A change a Plan Change as described in reinsurance premium Section 19 d. above: or (3) the Reinsurance Premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlare increased. In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO. Furthermore, the portion that may be recaptured from THE REINSURER AUSA would be determined as THE REINSURERAUSA’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO elects to recapture the risks ceded to THE REINSURER AUSA under this Agreement as stated above, it will do so by giving written notice to THE REINSURERAUSA. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANYPRUCO’s notice. If THE COMPANY PRUCO does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURERAUSA’s receipt of the notice. If a policy is recaptured, THE REINSURER AUSA will pay THE COMPANY PRUCO the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER AUSA shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during the term The Ceding Company may recapture a proportionate share of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal up to 100% of the portion of each reinsured policy that is retained Net Ceded Liabilities by THE COMPANY. Furthermoreproviding the Reinsurer with sixty (60) days prior written notice, such notice to specify the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share effective date of the total portion reinsured with all reinsurersrecapture (the “Recapture Date”). If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that Any such recapture is shall apply to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, all Policies reinsured under this Agreement. The Reinsurer shall be liable for the Net Benefits associated with recapture amounts, as well as for other claims as specified in Article IV, for any claims Extra-Contractual Obligations, each as incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture. Within forty-five (45) days of the Recapture Date (the “Recapture Settlement Date”), assets consisting of policy loans (including accrued and unearned policy loan interest), cash and investments at market value, and accrued investment income net of unearned investment income, shall be transferred by the Reinsurer to the Ceding Company with the amount as of the Recapture Date equal to the “Net Statutory Liabilities” for the recapture Policies plus the positive or negative Interest Maintenance Reserve Adjustment. The Net Statutory Liabilities shall equal the Statutory Reserves (net of reserves for any non-affiliate reinsurance agreements) related to the recapture Policies plus ”Recapture Assets and Liabilities”. The Reinsurer shall also pay to the Ceding Company interest on such amount at the rate of four percent (4%) per annum, simple rate, beginning on the Recapture Date and ending on the Recapture Settlement Date. The Recapture Assets and Liabilities shall include all account balances (both assets and liabilities) related to the recapture Policies and ceded by the Ceding Company to the Reinsurer (other than (i) those that are reflected in Statutory Reserves and (ii) the liability for interest maintenance reserve related to the recapture Policies). Recapture Assets and Liabilities shall include, but are not limited to, uncollected premiums, deferred premiums, policyholder dividends and premiums received in advance, in each case to the extent attributable to the recapture Policies. The Recapture Assets and Liabilities shall also include amounts in respect of the recapture Policies that are paid to or received by the Reinsurer on behalf of the Ceding Company after the Recapture Date but prior to the Settlement Date.

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least 10 years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the maximum retention limits for THE COMPANY and all of its affiliatesrecapture criteria outlined in this Article, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustratebut only, if the maximum successor ceding company has or adopts a higher retention limits are increased by 100%, then limit than that applicable to the portion that may be recaptured from all reinsurers block of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term benefit amount of in force Reinsured Policies provided: 6.2.1 The Company gives the Reinsurer written notice of its intention to recapture within 90 days of the Agreementeffective date of the retention increase; and 6.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion policy or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 6.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 6.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not recapture reinsurance if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect until the W.P. claim terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture, that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 10. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during 12.1 Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Ceding Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all the insured’s issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of its affiliates, collectively, subsequent reinsurance in force as follows. (a) The Ceding Company must give XXXX thirty (30) days written notice prior to the commencement of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown has been in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies force for at least 20 years. (c) If any reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company’s new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, XXXX will continue to pay its share of the waiver claim until it terminates. XXXX will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, XXXX will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits.

Recapture. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE the CEDING COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated aboveincreases its regular retention limits, it will do so by giving written notice to THE REINSURER. Upon has the delivery option of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reducing reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred provided it: a. applies the increase in retention in a consistent manner to all categories of its regular retention limits; b. notifies the REINSURER in writing of its intention to start the recapture process within ninety (90) days after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the increase in retention; and c. reduces all reinsurance eligible for recapture, including any supplementary benefits. 2. If the CEDING COMPANY decides to recapture, then it can recapture those risks where: a. the CEDING COMPANY has kept its maximum retention limit on that life for the plan, age and mortality rating at the time the policy was issued as shown in Exhibit C; and b. the reinsurance on that risk has been in force with the REINSURER for at least the number of years stated in Exhibit D. 3. The CEDING COMPANY will effect the recapture as follows: a. The CEDING COMPANY will reduce the reinsurance on the policy's next anniversary following the period stated in Exhibit D. b. The REINSURER's share of the reduction will be in proportion to its share of the total reinsurance on the person. c. The CEDING COMPANY will reduce the reinsurance by an amount equal to the difference between the CEDING COMPANY's new retention per life and the retention in existence at the time the policy was issued or last recaptured. d. If there is an active claim for waiver of premium disability on that person, the life reinsurance will be recaptured, but the claim will remain with the REINSURER until it terminates, at which time the disability insurance will also be recaptured. 4. If the CEDING COMPANY overlooks the recapture of any reinsurance and the REINSURER subsequently accepts reinsurance premiums on such reinsurance, the REINSURER will only be liable for the refund of unearned premiums, less any allowances and premium taxes if applicable, without interest.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term benefit amount of in force Reinsured Policies provided: 7.2.1 The Company gives the Reinsurer written notice of its intention to recapture with XX days of the Agreementeffective date of the retention increase; and 7.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy a affected and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion policy or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 7.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for Recapture; and 7.2.4 The company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provision of this Article must be recaptured. If there is reinsurance to be applied prorate to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not recapture reinsurance if the Company his either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect until W.P. claim terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture, that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during 11.1 Whenever the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect Ceding Company increases in its maximum retention limits over the maximum retention limits set forth in Exhibit A, the Ceding Company, through the Administrator, has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for THE COMPANY the plan and all the insured’s issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of its affiliatesreinsurance in force as follows. (a) The Ceding Company, collectivelythrough the Administrator, subsequent must give IHLIC thirty (30) days written notice prior to the commencement of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown has been in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies force for at least twenty (20) years. (c) If any reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company’s new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company, through the Administrator, must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, IHLIC will continue to pay its share of the waiver claim until it terminates. IHLIC will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, IHLIC will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits.

Recapture. At any time (a) Upon the occurrence and during the term continuation of a Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all (and not less than all) of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured outstanding reinsurance ceded under this Agreement as of the effective date of the recapture, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall take place on the tenth (10th) day following the occurrence of any day on which the Ceding Company has provided the Reinsurer with such notice (the “Recapture Date”) and shall be effective on the last day of the following events:calendar month preceding the calendar month during with the Recapture Date occurs (the “Recapture Effective Date”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture Reinsured Liabilities, excluding Reinsurer Extra Contractual Obligations. 1(b) NonIf the Ceding Company fails to timely pay any undisputed amount due under this Agreement [Redacted] and (i) such amount is not subject to a good faith dispute and (ii) such failure continues for forty-payment of reinsurance claims that are not in dispute that are 60 calendar five (45) days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior after written notice thereof from the Reinsurer (a “Termination Event”), the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate, and that payment is such termination will be treated as a recapture for all purposes hereunder. Recapture of the Covered Insurance Policies in connection with a Termination Event shall take place on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice (such date constituting a Recapture Date) and shall be effective on the last day of the calendar month preceding the calendar month during with the Recapture Date occurs (such date constituting a Recapture Effective Date). Upon a termination by the Reinsurer following a Termination Event, the Ceding Company shall recapture the Reinsured Liabilities other than the Reinsurer Extra Contractual Obligations. The Ceding Company shall not received within that 30 day period. 2) Material breach by THE REINSURER of intentionally fail to comply with any term or condition of this Agreement if such breach is not cured within for the purpose of causing a period of at least 60 calendar days Termination Event or encouraging the Reinsurer to terminate this Agreement following the delivery of notice of such breach from THE COMPANY to THE REINSURERa Termination Event. 3(c) THE REINSURER is deemed insolvent as Following a recapture or termination pursuant to this Section 8.03, subject to the payment obligations described in Article IX, both the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with Ceding Company and the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER Reinsurer will be fully and finally released from all rights and obligations under this Agreement proves other than with respect to any Reinsurer Extra Contractual Obligations which will remain the obligation of the Reinsurer, subject to indemnification by the Reinsurer for the benefit of the Ceding Company. Following the consummation of any terminal settlement in respect of a recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be untrue payable to the Reinsurer hereunder, nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables nor further obligation to pay any Reinsured Liabilities or other amounts hereunder, in each case, except as provided in this Section 8.03(c) and except for obligations that expressly survive termination as provided in Section 8.02 (and for purposes of any material respectsuch obligations under Article X excluding any Reinsured Liabilities other than Reinsurer Extra Contractual Obligations). 7(d) A change Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in ultimate ownership or control. In additionits sole discretion, at require direct payment by the Reinsurer of any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured sum in default under this Agreement to reflect increases or any Transaction Agreement in lieu of exercising the maximum retention limits for THE COMPANY remedies in this Article VIII, and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise no defense to any claims for damages, lost profits, or such claim that the Ceding Company might have had other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapturerecourse.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL VUL4/LP Select Treaty 19 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during If the term Ceding Company increases its Maximum Dollar Retention Limits shown in Section 3 of Schedule A, then it may, with 90 day's Written notice to the reinsurer, reduce or recapture the reinsurance in force subject to the following requirments: i. An in-force cession is not eligible for recapture until it has been reinsured for the minimum number of years shown in Section 7 of Schedule A. The effective date of the Agreement, THE COMPANY may elect reduction in reinsurance will be the later of the first policy anniversary following the expiration of the 90-day notice period to recapture and the policy anniversary date when the required minimum number of years is attained. ii. On all policies eligible for recapture, reinsurance will be reduced by the amount necessary to increase the total insurance retained up to the new Maximum Dollar Retention Limits iii. If more than one policy per life is eligible for recapture, then any recapture must be effected beginning with the policy with the earliest issue date and continuing in full chronological order according to the coverage reinsured under this Agreement following the occurrence of any of the following events:remaining policies' issue dates. 1) Non-payment iv. The Ceding Company may not rescind its election to recapture for policies becoming eligible at future anniversaries. v. Recapture of reinsurance claims will not be allowed on any policy for which the Ceding Company did not keep its Maximum Dollar Retention Limit at issue. The Ceding Company's Maximum Dollar Retention Limits are stated in Section 3 of Schedule A. vi. If any policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in the Reinsurer's reinsurance on that are not policy will be in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER proportion to the total amount of reinsurance on the life with 30 days prior written notice and that payment is not received within that 30 day periodall reinsurers. 2) Material breach by THE REINSURER of vii. Recapture will not be made on a basis that may result in any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following anti-selection against the delivery of notice of such breach from THE COMPANY Reinsurer. The Reinsurer maintains the discretion to THE REINSURERdetermine when anti-selection has occurred. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlviii. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of Upon the effective date of this Agreement are equal recapture and again six months following the recapture, the Reinsurer will calculate a terminal accounting that will include a refund of unearned premiums and unpaid claims. The Reinsurer will not pay to the Ceding Company any amount representing the reserve held on the business. Payment of amounts shown specified in the Risk Retention Limits table shown in Schedule A. The portion of terminal accounting will be the coverage that may be recaptured must be directly related Reinsurer's full and final payment to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCeding Company.

Recapture. At any time during If the term Ceding Company increases its Maximum Dollar Retention Limits shown in Section 3 of Schedule A, then it may, with 90 days’ written notice to the Reinsurer, reduce or recapture the reinsurance in force subject to the following requirements: i. An in-force cession is not eligible for recapture until it has been reinsured for the minimum number of years shown in Section 7 of Schedule A. The effective date of the Agreement, THE COMPANY may elect reduction in reinsurance will be the later of the first policy anniversary following the expiration of the 90-day notice period to recapture and the policy anniversary date when the required minimum number of years is attained. ii. On all policies eligible for recapture, reinsurance will be reduced by the amount necessary to increase the total insurance retained up to the new Maximum Dollar Retention Limits. iii. If more than one policy per life is eligible for recapture, then any recapture must be effected beginning with the policy with the earliest issue date and continuing in full chronological order according to the coverage reinsured under this Agreement following the occurrence of any of the following events:remaining policies’ issue dates. 1) Non-payment iv. The Ceding Company may not rescind its election to recapture for policies becoming eligible at future anniversaries. v. Recapture of reinsurance claims will not be allowed on any policy for which the Ceding Company did not keep its Maximum Dollar Retention Limit at issue. The Ceding Company’s Maximum Dollar Retention Limits are stated in Section 3 of Schedule A. vi. If any policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in the Reinsurer’s reinsurance on that are not policy will be in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER proportion to the total amount of reinsurance on the life with 30 days prior written notice and that payment is not received within that 30 day periodall reinsurers. 2) Material breach by THE REINSURER of vii. Recapture will not be made on a basis that may result in any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following anti-selection against the delivery of notice of such breach from THE COMPANY Reinsurer. The Reinsurer maintains the discretion to THE REINSURERdetermine when anti-selection has occurred. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlviii. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of Upon the effective date of this Agreement are equal recapture and again six months following the recapture, the Reinsurer will calculate a terminal accounting that will include a refund of unearned premiums and unpaid claims. The Reinsurer will not pay to the Ceding Company any amount representing the reserve held on the business. Payment of amounts shown specified in the Risk Retention Limits table shown in Schedule A. The portion of terminal accounting will be the coverage that may be recaptured must be directly related Reinsurer’s full and final payment to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCeding Company.

Recapture. At The Company may apply its increased maximum retention limits to reduce the amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer irrevocable written notice of its intention to recapture within 90 days of the effective date of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. (Reinsured policies on a first dollar quota share basis will not be eligible for recapture;) and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in any form any of the recaptured business without the Reinsurer's prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time during of issue will be used to determine the amount of the Company's increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance with other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture rights may then be available to the Company or such affiliate. For purposes of this provision, the term "common retention affiliate" means any affiliate of the AgreementCompany as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company's risk retention program. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in maximum retention. The Reinsurer will not be liable, THE COMPANY may elect after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.IDSL Succession Select Treaty

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO OF NJ may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any either of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5; or (2) A change a Plan Change as described in reinsurance premium Section 19 d. above: or (3) the Reinsurance Premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlare increased. In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO OF NJ may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO OF NJ and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO OF NJ. Furthermore, the portion that may be recaptured from THE REINSURER ANNUITY & LIFE RE would be determined as THE REINSURERANNUITY & LIFE RE’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO OF NJ elects to recapture the risks ceded to THE REINSURER ANNUITY & LIFE RE under this Agreement as stated above, it will do so by giving written notice to THE REINSURERANNUITY & LIFE RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANYPRUCO OF NJ’s notice. If THE COMPANY PRUCO OF NJ does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURERANNUITY & LIFE RE’s receipt of the notice. If a policy is recaptured, THE REINSURER ANNUITY & LIFE RE will pay THE COMPANY PRUCO OF NJ the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER ANNUITY & LIFE RE shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A − Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must notify the coverage Reinsurer in writing within ninety (90) days of the effective date of an increase of its intent to recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A, or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. 18 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during If the term of Ceding Company increases its Retention, it shall have the Agreement, THE COMPANY may elect right to recapture Recapture ceded reinsurance in full accordance with the coverage following rules: 1. The Risk has been reinsured under this Agreement following and in force for the occurrence of any minimum period shown in Exhibit C-Retention Schedule of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day periodCeding Company. 2) Material breach by THE REINSURER . The Ceding Company retained its maximum limit of any term or condition of Retention for the plan, age and mortality rating at the time the policy was issued under this Agreement if such breach is not cured within a period and in accordance with Exhibit A, Retention Schedule of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURERCeding Company. 3) THE REINSURER is deemed insolvent as described in . All reinsurance eligible for Recapture under the ‘INSOLVENCY’ sectionprovisions of this Article, must be Recaptured. 4) . The occurrence Risk will be Recaptured on the anniversary date of a “Risk Trigger Event” as defined the policy following the Recapture notification letter unless agreed upon in Schedule A of this Agreementwriting by both parties. 5) A change in reinsurance premium rates . For any death that is unacceptable occurred prior to THE COMPANY in accordance with Recapture, the ‘REINSURANCE PREMIUM RATES’ section Ceding Company’s retention limit at the time of this Agreementdeath will apply. 6) Any representation . After the effective date of Recapture, the Reinsurer will not be liable for any policies or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respectportions of such policies eligible for Recapture that the Ceding Company has overlooked. 7) A change . An increase in ultimate ownership or controlquota share will not entitle the Ceding Company to a Recapture. In additionTo effect Recapture, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of Ceding Company must notify the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all Reinsurer of its affiliates, collectively, subsequent intent to the date of policy issue. These maximum retention limits as do so within ninety (90) days of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the its Retention limits. To illustrate, if The Ceding Company may apply the maximum retention new limits are increased by 100%, then of Retention to existing ceded reinsurance and reduce and Recapture reinsurance inforce. The amount eligible for Recapture will be the portion that may be recaptured from all reinsurers difference between the amount originally retained and the amount the Ceding Company would have retained on the same quota share basis had the new Retention schedule been in effect at the time of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureissue.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO OF NJ may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any either of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “"Risk Trigger Event” " as defined in Schedule A of this Agreement. 5; or (2) A change a Plan Change as described in reinsurance premium Section 19 d. above: or (3) the Reinsurance Premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or controlare increased. In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO OF NJ may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO OF NJ and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO OF NJ. Furthermore, the portion that may be recaptured from THE REINSURER ANNUITY & LIFE RE would be determined as THE REINSURER’s ANNUITY & LIFE RE's prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO OF NJ elects to recapture the risks ceded to THE REINSURER ANNUITY & LIFE RE under this Agreement as stated above, it will do so by giving written notice to THE REINSURERANNUITY & LIFE RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s PRUCO OF NJ's notice. If THE COMPANY PRUCO OF NJ does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s ANNUITY & LIFE RE's receipt of the notice. If a policy is recaptured, THE REINSURER ANNUITY & LIFE RE will pay THE COMPANY PRUCO OF NJ the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER ANNUITY & LIFE RE shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A − Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must notify the coverage Reinsurer in writing within ninety (90) days of the effective date of an increase of its intent to recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A ([*]), or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. 18 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article or under the provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL VUL4/LP Select Treaty 20 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.

Recapture. At any time during 12.1 Recapture is not available until the term end of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1tenth (10th) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice policy year and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured then must be directly related to the in conjunction with an increase in the limitsCeding Company’s maximum schedule of retention. To illustrateThe amount eligible for recapture will be the difference between the amount originally retained and the amount the Ceding Company would have retained on the same quota share basis had the new retention schedule been in effect at the time of issue. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured’s issue age, if the maximum sex, and mortality classification, it may apply its increased retention limits are increased by 100%, then to reduce the portion that may be recaptured from all reinsurers amount of reinsurance in force as follows. a. The Ceding Company must give the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving Reinsurer ninety (90) days written notice prior to THE REINSURER. Upon its intended date to commence recapture. b. The reduction of reinsurance on affected policies will become effective on the delivery policy anniversary date immediately following the notice of such noticeelection to recapture; however, all of the risks previously ceded under each of the policies subject to this Agreement shall no reduction will be recaptured, effective as of the date specified made until a policy has been in THE COMPANY’s notice. force for at least ten (10) years. c. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a any reinsured policy is recaptured, THE REINSURER will pay THE COMPANY all reinsured policies eligible for recapture under the unearned provisions of this Article must be recaptured up to the Ceding Company’s new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance premium within 30 days following so that the amount reinsured by each reinsurer after the reduction is proportionately the same as if the new maximum dollar retention limits had been in effect at the time of issue. The amount of reinsurance eligible for recapture is based on the current amount at risk as of the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer will continue to pay its share of the waiver claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has overlooked. The acceptance by the Reinsurer of reinsurance premiums under these circumstances shall not constitute a liability on the part of the Reinsurer for such reinsurance. The Reinsurer shall be liable only for a refund of premiums. The terms and conditions for the Ceding Company to recapture reinsured policies, as made necessary by the insolvency of the Reinsurer, are set forth in Article 16.2. No recapture will be permitted if the Ceding Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention limits.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO of NJ may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this AgreementAgreement for policies issued prior to January 1, 2004, (2) a Plan Change as described in Section 19 d. above, or (3) the Reinsurance Premium rates are increased. PRUCO of NJ may not recapture policies issued on or after January 1, 2004, following the occurrence of a “Risk Trigger Event. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. ” In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO of NJ may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO of NJ and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO of NJ. Furthermore, the portion that may be recaptured from THE REINSURER SWISS RE would be determined as THE REINSURERSWISS RE’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO of NJ elects to recapture the risks ceded to THE REINSURER SWISS RE under this Agreement as stated above, it will do so by giving written notice to THE REINSURERSWISS RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANYPRUCO of NJ’s notice. If THE COMPANY PRUCO of NJ does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURERSWISS RE’s receipt of the notice. If a policy is recaptured, THE REINSURER SWISS RE will pay THE COMPANY PRUCO of NJ the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER SWISS RE shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.Amendment #1 PRUCO OF NJ- SWISS RE 03/25/2013

Recapture. At any time during (a) Following the term initial (or subsequent) occurrence of a Recapture Triggering Event but only if such Recapture Triggering Event is still continuing, the AgreementCeding Company shall have the right (but not the obligation), THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement for a period of [***] following the occurrence of any such Recapture Triggering Event (which period may be extended for [***] if a replacement for the Reinsurer has been identified and mutually agreed by the Ceding Company and the Retrocessionaire) or during a court-ordered stay in an Insolvency Event on the part of the following events: 1) Non-payment Reinsurer, whichever is longer (the “Recapture Exercise Period”), to recapture all, and not less than all, of the reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURERceded under this Agreement, provided that THE COMPANY provides THE REINSURER by providing the Reinsurer with 30 days prior written notice of its intent to effect recapture and the specific clause in the definition of “Recapture Triggering Event” pursuant to which the Ceding Company is electing to recapture. In addition, following the occurrence of a Recapture Triggering Event that payment constitutes a Retrocessionaire Caused Event, Part B of Schedule I shall apply. Subject to Schedule I, recapture of the Reinsured Policies shall be effective on the tenth (10th) Business Day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day as set forth in the Ceding Company recapture notice (the “Recapture Date”); provided, however, that if the recapture is not received within due to an Insolvency Event, the Recapture Date may be the date of delivery of the recapture notice or if the recapture is due to a Reserve Credit Event, the Ceding Company may specify a Recapture Date that 30 day period. 2is less than ten (10) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days Business Days following the delivery of the recapture notice to the extent required to effectuate the recapture prior to any loss by the Ceding Company of any statutory financial statement credit for the reinsurance provided by this Agreement, it being understood that any such breach changes to the Recapture Date and such procedures shall not affect the right of Reinsurer to subsequently dispute any calculation related to such recapture consistent with this Article VII. For the avoidance of doubt, with respect to any Recapture Triggering Event (i) that is subject to cure hereunder, in the event such Recapture Triggering Event is cured and such Recapture Triggering Event is subsequently retriggered or (ii) for which the Recapture Exercise Period has expired and such Recapture Triggering Event is subsequently retriggered, the Ceding Company shall have another right to recapture the reinsurance ceded hereunder pursuant to this Section 7.3. Without prejudice as to any obligations, rights or remedies of any Party under any other Transaction Agreement, upon a recapture by the Ceding Company, the Ceding Company shall recapture all Liabilities arising under or resulting from THE COMPANY to THE REINSURERthe Reinsured Policies, other than the Reinsurer Extra-Contractual Obligations and the Retrocessionaire Extra-Contractual Obligations. 3(b) THE REINSURER is deemed insolvent as Following a recapture pursuant to Section 7.3(a), subject to the satisfaction of payment obligations described in Section 7.4 and the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined other obligations set forth in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with I, the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER Parties will be fully and finally released from all rights and obligations under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion respect of the coverage reinsured under this Agreement Reinsured Policies other than with respect to reflect increases Reinsurer Extra-Contractual Obligations (in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as case of the effective date of this Agreement are equal to Reinsurer) and the amounts shown Retrocessionaire Extra-Contractual Obligations (in the Risk Retention Limits table shown in Schedule A. The portion case of the coverage Retrocessionaire) and other than the obligations under the provisions that may be recaptured must be directly related to expressly survive termination as provided in Section 7.2. Notwithstanding the increase in the limits. To illustrateforegoing, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to a recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject pursuant to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does Section 7.3 will not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on affect unpaid obligations or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be Liabilities due and owing under the reinsurance treaty up to the effective date any of the recaptureTransaction Agreements. (c) Notwithstanding the remedies contemplated by this Article VII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any other Transaction Agreement in lieu of exercising the remedies in Article VII and it shall not be a defense to any such claim that such Party might have had other recourse.

Recapture. At any time during the term of the Agreement, THE COMPANY PRUCO may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: : (1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this AgreementAgreement for policies issued prior to January 1, 2004, (2) a Plan Change as described in Section 19 d. above, or (3) the Reinsurance Premium rates are increased. PRUCO may not recapture policies issued on or after January 1, 2004, following the occurrence of a “Risk Trigger Event. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. ” In addition, at any time after the twentieth policy anniversary, THE COMPANY PRUCO may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY PRUCO and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANYPRUCO. Furthermore, the portion that may be recaptured from THE REINSURER SWISS RE would be determined as THE REINSURERSWISS RE’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY PRUCO elects to recapture the risks ceded to THE REINSURER SWISS RE under this Agreement as stated above, it will do so by giving written notice to THE REINSURERSWISS RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANYPRUCO’s notice. If THE COMPANY PRUCO does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURERSWISS RE’s receipt of the notice. If a policy is recaptured, THE REINSURER SWISS RE will pay THE COMPANY PRUCO the unearned reinsurance premium within 30 days following as of the date of recapture. THE REINSURER SWISS RE shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.Amendment #1 PRUCO - SWISS RE 03/22/2013

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.IDS Succession Select Treaty

Recapture. At The Company may apply its increased maximum retention limits to reduce the amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer irrevocable written notice of its intention to recapture within 90 days of the effective date of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in any form any of the recaptured business without the Reinsurer's prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time during of issue will be used to determine the amount of the Company's increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture rights may then be available to the Company or such affiliate. For purposes of this provision, the term "common retention affiliate" means any affiliate of the AgreementCompany as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company's risk retention program. If all Reinsured Policies are recaptured, THE COMPANY the Company must also recapture the Fixed Account Guarantee under the provisions of this Article. The Company may elect not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases a successor company, then the successor company has the option to recapture the reinsurance, in accordance with the recapture criteria outlined in this Article, only if the successor company has or adopts a higher retention limit than the Company. The Company may recapture all, but not less than all, reinsurance of the Fixed Account Guarantee provided: 8.2.6 The Company gives 30 day prior irrevocable written notice to the Reinsurer of its intent to recapture; 8.2.7 Such recapture is made effective in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to next Accounting Period unless mutually agreed otherwise by the date of policy issue. These maximum retention limits as of Company; and 8.2.8 The Reinsurer will pay the effective date of this Agreement are Company an amount equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion market value of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred Fixed Account Guarantee on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture Recapture as provided herein is optional with the Company, but if all Reinsured Policies are recaptured, the Company must also recapture the Fixed Account Guarantee under the provisions of this Article. The Reinsurer will not be liable, after the effective date of recapture, for reinsurance of the Fixed Account Guarantee. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the Fixed Account Guarantee, in accordance with the recapture criteria outlined in this Article.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer written notice of its intention to recapture within 90 days of the Agreementeffective date of the retention increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. 9 The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during The Company may apply its increased retention limits to reduce the term amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer written notice of its intention to recapture within 90 days of the Agreementeffective date of the retention increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion or re-entry, THE COMPANY the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may elect not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in full force Reinsured Policies due to the coverage reinsured under this Agreement following the occurrence of any insolvency of the following events: 1) Non-payment of reinsurance claims that Reinsurer are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described set out in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined Insolvency clause in Schedule A of this Agreement. 5) A change in reinsurance premium rates that Article 11. If the Company transfers business which is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor company, then the portion that may be recaptured from all reinsurers of successor company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded to THE REINSURER under this Agreement as stated abovereinsurance, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then accordance with the recapture shall be effective immediately upon THE REINSURER’s receipt of criteria outlined in this Article, only if the notice. If successor company has or adopts a policy is recaptured, THE REINSURER will pay THE COMPANY higher retention limit than the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recaptureCompany.

Recapture. At any time during 12.1 Whenever the term Ceding Company increases its maximum retention limits over the maximum retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention (not a special retention limit) for the plan and the insured's age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer 90 days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for at least 10 years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new maximum retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. If portions of the reinsured policy have been ceded to more than one reinsurer, the Ceding Company must allocate the reduction in reinsurance among all the reinsurers so that the relationship of the total reinsurance among the reinsurers in any given layer does not change due to the recapture. The amount of reinsurance eligible for recapture is based on the net amount at risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and the current duration of the new policy and the recapture provisions under this Agreement following will be used. After the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.IDS VUL JLLS Generic Master Treaty

Recapture. At 1) In addition to any other recapture rights provided herein, the Company has the option to recapture certain risk amounts after the level premium period of each plan only upon an increase in the Company’s maximum retention limit as set forth in Exhibit A. The Company will maintain the existing quota share percentage of retention; however it may apply the percentage to the new increased limits. The amount eligible for recapture will be the difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention schedule been in effect at the time during of issue. The Company may apply its increased retention limits to reduce the term amount of reinsurance in force as follows: a. The Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the Agreementcommencement of recapture. b. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, THE COMPANY no reduction will be made prior to the policy anniversary specified in Exhibit D. c. If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Company’s new maximum retention limits in a consistent manner and the Company must increase its total amount of insurance on each reinsured life. The Company may elect not revoke its election to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of for policies becoming eligible at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY future anniversaries. When performed in accordance with the ‘REINSURANCE PREMIUM RATES’ section terms of this Agreement. 6) Any representation , there shall be no fee or warranty made penalty to the Company for exercising the Company’s increase in retention and recapture rights. If portions of the reinsured policy have been ceded to more than one reinsurer, the Company must allocate the reduction in reinsurance so that the amount reinsured by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time each reinsurer after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of reduction is proportionately the coverage reinsured under this Agreement to reflect increases in same as if the new maximum dollar retention limits for THE COMPANY and all had been in effect at the time of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits The amount of reinsurance eligible for recapture is based on the current amount at risk as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liableFor a policy issued as a result of exchange, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profitsconversion, or other form re-entry, the recapture terms of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to agreement covering the original policy will apply, and the duration period for the purpose of recapture will be measured from the effective date of the reinsurance on the original policy. After the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such reinsured policies eligible for recapture that the Company has overlooked.

Recapture. At any time during the term of the Agreement, THE COMPANY The Ceding Company may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in increase its maximum retention limits over the maximum retention limits for THE COMPANY set forth in Exhibit I and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The therefore "Recapture" a portion of the coverage that may be recaptured reinsured risk if the following conditions have been met. 1. Reinsured Polices are not eligible for Recapture until the end of [*] years from each such Reinsured Policy's effective date. 2. The Ceding Company must be directly related give Generali USA ninety (90) days written notice prior to its intended date of the commencement of recapture. 3. The Recapture must occur in conjunction with an increase in the limitsCeding Company's maximum amount on its schedule of retention. To illustrateFor a Reinsured Policy, if the Ceding Company has maintained its maximum retention for the plan of insurance and the insured's issue age, sex, and mortality classification, it may apply its increased retention limits are increased by 100%to that Reinsured Policy to reduce the amount of reinsurance in force. 4. The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture. 5. If any reinsured policy is recaptured in accordance with this Article, then all similarly situated Reinsured Policies eligible for recapture under the portion that may provisions of this Article must be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date Ceding Company's new maximum retention limits. Such recapture must be done in a consistent manner and the Ceding Company must increase its total amount of insurance on each reinsured life that is eligible. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. 6. If this Agreement utilizes a "quota share" method of allocating the reinsured risk and the Ceding Company recaptures a portion of the recapturereinsured risk, it must apply the same percentage ceded to each reinsurer when determining the amount to be recaptured .

Recapture. At any time during 12.1 Whenever the term Ceding Company, pursuant to Article 11, increases its retention limits over the retention limits set forth in Exhibit A - Retention Limits of the AgreementCeding Company, THE COMPANY may elect the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in full force as follows: (a) The Ceding Company must give the coverage Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement following will be used. IDSL - [redacted] 19 VUL IV Plus/VUL IV Plus-ES Doc#2081405 Following the occurrence effective date of recapture, the Reinsurer will not be liable for any of the following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term reinsured policies or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice portions of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in reinsured policies eligible for recapture that the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates Ceding Company has overlooked inadvertently. If the Ceding Company transfers business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%a successor ceding company, then the portion that may be recaptured from all reinsurers of successor ceding company has the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects option to recapture the risks ceded reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery block of such notice, all of the risks previously ceded under each of the policies business subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the recapture.