SERVICE AGREEMENT AND INDEMNITY COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT OF VARIABLE LIFE INSURANCE POLICIES BETWEEN JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) AND JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK TREATY #6

SERVICE AGREEMENT

AND

INDEMNITY COMBINATION COINSURANCE

AND MODIFIED COINSURANCE AGREEMENT

OF VARIABLE LIFE INSURANCE POLICIES

BETWEEN

XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)

AND

XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK

TREATY #6

TABLE OF CONTENTS

ARTICLE 1        DEFINITIONS				1
Section 1.01		Definitions		1
ARTICLE 2        PURPOSE OF AGREEMENT				3
Section 2.01		Purpose of Agreement		3
ARTICLE 3        COVERAGES TO BE REINSURED				3
Section 3.01		Cession		3
Section 3.02		Modified Coinsurance		3
Section 3.03		Coinsurance		4
ARTICLE 4        INDEMNITY REINSURANCE PROVISIONS				4
Section 4.01		Basis of Reinsurance		4
Section 4.02		Annuitizations		4
Section 4.03		Reinstatements		4
Section 4.04		Policy Changes		4
Section 4.05		Conversions		5
Section 4.06		Dividends		5
ARTICLE 5        ACCOUNTING, PAYMENTS AND PROCEDURES				5
Section 5.01		Effective Date Accounting		5
Section 5.02		Adjustments		5
Section 5.03		Further Adjustments		6
Section 5.04		No Ceding Allowance		6
Section 5.05		Initial Coinsurance Reinsurance Premium		6
Section 5.06		Initial Modco Reinsurance Premium and Reserve Adjustment		6
Section 5.07		Reserves		6
Section 5.08		Adjustments Relating to Errors and Incorrect Data		6
Section 5.09		DAC Tax Calculations		6
Section 5.10		Premium Tax		7
Section 5.11		Quarterly Accounting and Settlement		7
Section 5.12		Delayed Quarterly Settlement		8
ARTICLE 6        SERVICES				8
Section 6.01		Services		8
Section 6.02		Delegation		9
Section 6.03		Complaint Processing		9
ARTICLE 7        REGULATORY APPROVALS				10
Section 7.01		Regulatory Approval		10

Section 7.02		Regulatory Approval Following Amendment		10
Section 7.03		Best Efforts		10
Section 7.04		Filing		10
ARTICLE 8        REPRESENTATIONS AND WARRANTIES OF CEDING COMPANY				10
Section 8.01		Authority		10
Section 8.02		Other Representations and Warranties		11
ARTICLE 8A     REPRESENTATIONS AND WARRANTIES OF REINSURER				13
Section 8A.01		Authority		13
Section 8A.02		Conduct of Business		15
ARTICLE 9        RECORDS, FEES AND OWNERSHIP OF PREMIUMS				15
Section 9.01		Records		15
Section 9.02		Fees		15
Section 9.03		Ownership of Premiums		15
Section 9.04		Bank Accounts		15
Section 9.05		Authorizations		15
Section 9.06		Security Agreement		16
ARTICLE 10        INDEMNIFICATION				16
Section 10.01		Indemnification of Reinsurer		16
Section 10.02		Indemnification of Ceding Company		17
Section 10.03		Tax Compliance		18
ARTICLE 11        CLAIMS INVESTIGATIONS: PUNITIVE DAMAGES				18
Section 11.01		Investigation of Claims: Punitive Damages		18
ARTICLE 12        ARBITRATION				19
Section 12.01		Arbitration Clause		19
ARTICLE 13        DELIVERIES AS OF THE EFFECTIVE DATE				19
Section 13.01		Deliveries by Ceding Company		19
Section 13.02		Deliveries by Reinsurer		20
ARTICLE 14        GENERAL PROVISIONS				20
Section 14.01		Successors, Assigns		20
Section 14.02		Entire Agreement		20
Section 14.03		Non-Waiver of Rights		20

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Section 14.04		Governing Law		20
Section 14.05		Rights		21
Section 14.06		Counterparts		21
Section 14.07		Correspondence		21
Section 14.08		Duration		21
Section 14.09		Notices		21
Section 14.10		Cooperation		22
Section 14.11		Insolvency		22
Section 14.12		Cut-Through Provision		22
Section 14.13		Audit of Records and Procedures		22
Section 14.14		Termination		23
Exhibits and Schedules
Exhibit A		Description of Reinsured Policies		25
Exhibit B		Form of Effective Date Accounting		26
Exhibit C		Assets		27
Exhibit D		Reinsurance Gain		28
Exhibit E		Form of Quarterly Accounting and Settlement Report		31
Schedule 8.02(b) Material Litigation and Regulatory Action				33
Schedule 8.02(c) List of Reinsurance Agreements				34

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THIS AGREEMENT is made and entered into as of the 1st day of January 2010, between XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) of Bloomfield Hills, Michigan (herein “Ceding Company”), AND XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK of Valhalla, New York, (herein “Reinsurer”).

RECITALS

A. Ceding Company is incorporated under the laws of Michigan and is qualified to do business as a capital stock legal reserve life and health insurer. The executive offices of Ceding Company are located in Boston, Massachusetts.

B. Reinsurer is incorporated under the laws of New York, and is qualified to do business as a capital stock legal reserve life and health insurer and as a reinsurer. The executive offices of Reinsurer are located in Valhalla, New York.

C. Following the merger of Xxxx Xxxxxxx Life Insurance Company with and into the Ceding Company (the “Merger”), Ceding Company shall have on its books certain variable life insurance policies which it desires to cede 100% hereunder, and, subject to the terms of this Agreement, and Reinsurer desires to reinsure 100% of such policies.

D. Although Ceding Company will continue to be legally obligated to the contract holders, in accordance with the terms of such contracts, this Agreement is intended to transfer the economic benefits and liability to the Reinsurer.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the mutual and foregoing recitals and the mutual covenants and undertakings herein contained, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties do freely and voluntarily agree as follows:

ARTICLE 1

Definitions

Section 1.01 As used herein, the following terms shall have the following meanings:

“Accounting Period” shall mean the calendar quarter beginning on the Effective Date and ending on March 31, 2010, and each calendar quarter thereafter while this Agreement remains in effect.

“Agreement” shall mean this Service Agreement and Indemnity Combination Coinsurance and Modified Coinsurance Agreement of Variable Life Insurance Policies Between Xxxx Xxxxxxx Life Insurance Company (U.S.A) and Xxxx Xxxxxxx Life Insurance Company of New York and all Exhibits and Schedules hereto, and all amendments entered into in accordance with Section 14.02.

“Annual Statement” shall mean the 2009 Annual Statement of Xxxx Xxxxxxx Life Insurance Company for the year ended December 31, 2009.

“Continuing Producer” shall mean a former appointed insurance producer of the Ceding Company who was authorized to solicit applications for the Reinsured Policies acting as an appointed insurance producer of the Reinsurer after the Effective Date.

“Coinsurance Reserves” shall mean the statutory reserve for the obligations reinsured pursuant to Section 3.03.

“Effective Date” shall mean January 1, 2010.

“Effective Date Accounting” shall have the meaning ascribed to that term in Section 5.01.

“Modified Coinsurance Reserve” shall mean the statutory reserve for the obligations reinsured pursuant to Section 3.02

“Net Coinsurance Reserve” shall have the meaning ascribed to that term in Section 5.01.

“Reinsurance Agreements” shall mean any Reinsurance Agreements to the extent they concern the Reinsured Policies, other than this Agreement. A list of the Reinsurance Agreements is set forth in Schedule 8.02(c) hereto. The cession of the Reinsured Policies hereunder is not intended to alter the reinsurance of any risk under the Reinsured Policies with any reinsurer other than Reinsurer.

“Reinsurance Claims” shall mean policy benefits paid or accrued to policyholders under the Reinsured Policies.

“Reinsured Policies” shall mean the policies described in Exhibit A which is attached hereto and made a part hereof. Notwithstanding anything contrary in this Agreement, Reinsured Policies: a) shall with respect to any group policies, be deemed to include only certificates issued in New York; and b) shall not include any policy for which any applicable Initial Coinsurance Reinsurance Premium described in Section 5.05, Initial Modco Reinsurance Premium described in Section 5.06, or any adjustment thereto as described in Sections 5.02, 5.03 or 5.08, are not actually transferred to Reinsurer.

“Related Agreements” shall mean the agreements providing for the payment of commissions relating to the Reinsured Policies.

“Separate Accounts” shall mean the segregated asset accounts of Ceding Company that were established as Xxxx Xxxxxxx Variable Life Account UV, Xxxx Xxxxxxx Variable Life Account PPM1-R and Xxxx Xxxxxxx Variable Life Account PPM2-K to fund the variable portion of the Reinsured Policies and succeeded to by the Ceding Company in the Merger.

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“Treaty # 11” shall mean the Service Agreement and Indemnity Coinsurance Agreement of Annuity Contracts and Certificates Between Xxxx Xxxxxxx Life Insurance Company (U.S.A) and Xxxx Xxxxxxx Life Insurance Company of New York dated January 1, 2010 and designated as Xxxxxx # 00, and all Exhibits and Schedules thereto, and all amendments entered into in accordance with its terms.

ARTICLE 2

Purpose of Agreement

Section 2.01 Purpose of Agreement. The purpose of this Agreement is to provide for the one hundred percent (100%) indemnity reinsurance by Reinsurer of all of the interest of Ceding Company in the Reinsured Policies and to provide for servicing of such Reinsured Policies. The reinsurance and service responsibilities are subject to the terms and conditions set forth herein. Reinsurer shall not accept any liabilities of Ceding Company other than those express, written contractual liabilities set forth in the Reinsured Policies and the Related Agreements. Reinsurer shall be obligated only under the express, written terms of the Reinsured Policies and the Related Agreements and shall not be bound by any sales materials or other written or verbal representations stated or implied by either Ceding Company or any of its representatives, agents, or other parties or liable for any matter other than contractual liabilities under the express, written terms of the Reinsured Policies and the Related Agreements. Reinsurer shall not assume liability for (a) any misrepresentations that have been made or allegedly have been made to the policyholders of Ceding Company, or to its representatives, agents, or other parties or (b) for any alterations in the terms of the Reinsured Policies and the Related Agreements not expressly reflected in the books and records of the Ceding Company transferred to Reinsurer pursuant to the terms of this Agreement.

ARTICLE 3

Coverages to be Reinsured

Section 3.01 Cession. Ceding Company agrees to cede, and does cede, as of the Effective Date, (a) all of Ceding Company’s rights and interest in the Reinsured Policies and the Related Agreements to the end that then and thereafter, as between the parties to this Agreement, Ceding Company shall have no liability for the express, written benefits under the Reinsured Policies or the Related Agreements; and (b) all of Ceding Company’s rights and interest in all Reinsurance Agreements to the extent relating to the Reinsured Policies to the end that then and thereafter Ceding Company shall have no liability on account of the Reinsured Policies with respect to such Reinsurance Agreements, except to the extent otherwise specifically set forth herein.

Section 3.02 Modified Coinsurance. Reinsurer agrees to accept, and it does accept as of the Effective Date, cession of the Reinsured Policies, and to assume, and it does assume, on a modified coinsurance basis, (a) all Separate Account liability as relates to express, written contractual liability insured under the Reinsured Policies and provided under the Related

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Agreements after such date (the “Modified Coinsurance Reserve”); and (b) all rights and responsibilities of the Ceding Company under the Reinsurance Agreements to the extent applicable to the Reinsured Policies.

Section 3.03 Coinsurance. Reinsurer agrees to accept, and it does accept as of the Effective Date, cession of the Reinsured Policies, and to assume, and it does assume, on a 100% indemnity coinsurance basis, all general account liability as relates to all remaining written contractual liability not assumed in accordance with Section 3.02, except as otherwise provided in Section 4.02.

ARTICLE 4

Indemnity Reinsurance Provisions

Section 4.01 Basis of Reinsurance. On and after 12:01 a.m., New York time, on the Effective Date, Ceding Company’s liabilities under the Reinsured Policies shall be reinsured on a one hundred percent (100%) indemnity coinsurance and modified coinsurance basis by Reinsurer.

Section 4.02 Annuitizations. Reinsurer’s assumption of 100% of the liabilities and benefits of the Reinsured Policies shall be continuous and uninterrupted in the event a Reinsured Policy is settled, in whole or in part, as a fixed annuity payout. Proceeds so applied to a fixed annuity payout under any such Reinsured Policy shall be reflected as a Fixed Annuitization in the Quarterly Accounting and Settlement in accordance with Section 5.11, and a reinsurance premium for a single premium immediate annuity (“SPIA”) contract pursuant to the terms and conditions of that certain coinsurance agreement effective on the Effective Date between the parties and designated Treaty 11.

Section 4.03 Reinstatements. Should a Reinsured Policy or a lapsed or surrendered policy that would otherwise have been a Reinsured Policy be reinstated in accordance with its terms and the rules of Ceding Company on and after the Effective Date, the insurance under such policy shall be reinstated automatically and the same shall be reinsured hereunder automatically. Premiums and interest on such reinstated and reinsured policies shall be payable to Reinsurer on and after the Effective Date only to the extent that Ceding Company is entitled to premiums and interest on such insurance.

Section 4.04 Policy Changes. Ceding Company agrees that it shall not make any changes after the Effective Date in the provisions and conditions of a Reinsured Policy; provided, however, that after the Effective Date, Ceding Company may make changes regarding non-guaranteed policy provisions of the Reinsured Policies (e.g. Mortality charges and interest rates). Ceding Company agrees that it will follow its normal financial management processes that it follows on its own business with regard to the Reinsured Policies and confer with the Reinsurer prior to making any such changes. It is the parties’ expectation that the Ceding Company will credit a rate on the fixed account portion, if any, of the Reinsured Policies under the Ceding Company’s current crediting rate practice. If the Ceding Company elects to credit interest rates outside its current crediting practice, the Ceding Company shall first provide the Reinsurer with the description of the Ceding Company’s proposed strategy and the Ceding

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Company’s justification for crediting interest rates outside its current crediting rate practice, and seek the Reinsurer’s consent. Such consent shall not be unreasonably withheld. At Reinsurer’s request, Ceding Company shall report its current crediting rates to Reinsurer (through electronic means or otherwise) in such format and at such times as may be mutually agreed for purposes of Reinsurer’s administration and preparation of statutory accounting reports in accordance with Section 6.01.

Section 4.05 Conversions. After the Effective Date, Reinsured Policies that contain a contractual right to convert shall upon conversion remain Reinsured Policies within the meaning of this Agreement.

Section 4.06 Dividends. For purposes of establishing dividends, Ceding Company shall analyze experience data (e.g. mortality and investment experience) for the Reinsured Policies in combination with experience data from participating policies issued outside of New York that are retained by Ceding Company. For greater clarity, Ceding Company shall continue to consider the Reinsured Policies as part of the current dividend factor class(es) as though the Reinsured Policies were fully retained by Ceding Company when determining dividends for the Reinsured Policies. Reinsurer shall provide mortality and investment experience data relating to the Reinsured Policies to Ceding Company on an annual basis or upon Ceding Company’s request.

ARTICLE 5

Accounting, Payments, and Procedures

Section 5.01 Effective Date Accounting. On the Effective Date, Ceding Company shall have prepared as of the Effective Date, an estimate of all liabilities and related assets customarily arising under statutory accounting principles on account of the Reinsured Policies, substantially in the form set forth in Exhibit B (the “Effective Date Accounting”). Such accounting shall have been reviewed and certified by an officer of Ceding Company that is a Fellow of the Society of Actuaries familiar with the business of Ceding Company. It is the intent of the parties that such accounting and each of the entries thereof shall have been prepared in accordance with insurance accounting principles prescribed or permitted under statutory authority applied on a basis consistent with those applied by the Ceding Company in prior years and shall present fairly the items reflected therein in accordance with sound actuarial principles as of the date of such accounting. The results of such accounting shall be called the “Net Coinsurance Reserve.” It is anticipated that all liabilities and assets arising from or relating to the Reinsured Policies shall be reflected in the Effective Date Accounting and omission of an item from Exhibit B which properly relates to the Reinsured Policies shall not be cause for omission of such item from the Effective Date Accounting. Ceding Company agrees to supply Reinsurer a copy of all computer runs, work papers and supporting data used in preparing the Effective Date Accounting.

Section 5.02 Adjustments. Within ninety (90) days of the Effective Date, the Ceding Company shall prepare and deliver to Reinsurer a revised accounting, prepared as of the Effective Date in the manner prescribed in Section 5.01. Ceding Company shall also prepare a revised Schedule C listing of all the assets transferred on the Effective Date, the actual fair

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market value of those assets on the Effective Date and any differences between the actual fair market value and the estimated fair market value used in calculating the Reinsurance Premium. The revised accounting shall include a revised Exhibit A, which can be in electronic format that includes all the Reinsured Policies as of the Effective Date. Any payments required of either party as a result of the revised accounting and revised asset listing shall be made within ten (10) business days after delivery of the revised accounting in accordance with Exhibit B.

Section 5.03 Further Adjustments. In the event that subsequent data or calculations or banking arrangements require revision of the Effective Date Accounting, the required revision and appropriate payments thereunder with interest in accordance with Exhibit B shall be made within ten (10) business days after reasonable determination of such revision.

Section 5.04 No Ceding Allowance. Reinsurer shall not provide Ceding Company with a ceding allowance.

Section 5.05 Initial Coinsurance Reinsurance Premium. On the Effective Date, Ceding Company shall deliver to Reinsurer an estimated accounting as described in Section 5.01 calculated as of the Effective Date, and Ceding Company shall transfer an initial reinsurance premium (“Initial Coinsurance Reinsurance Premium”) to Reinsurer on the Effective Date in the form of cash and/or assets listed in Exhibit C with an estimated fair market value as of the Effective Date equal to the Net Coinsurance Reserve (including associated unamortized interest maintenance reserves) described in Exhibit B.

Section 5.06 Initial Modco Reinsurance Premium and Reserve Adjustment. On the Effective Date, the Ceding Company shall also transfer to the Reinsurer an additional estimated reinsurance premium equal to the Modified Coinsurance Reserve (“Initial Modco Reinsurance Premium”) and the Reinsurer shall immediately transfer to the Ceding Company an amount equal to the Modified Coinsurance Reserve. Such payments shall be settled on a net basis.

Section 5.07 Reserves. With respect to the Reinsured Policies, the Ceding Company will maintain a liability equal to the Modified Coinsurance Reserve on its statutory statements equal to the Separate Accounts’ balance, and the Reinsurer agrees to establish and maintain a liability on its statutory statements not less than the statutory reserves and claim reserves, as required by the applicable regulatory authorities, for all liabilities except those for which the Reserve is held in the Separate Accounts.

Section 5.08 Adjustments Relating to Errors and Incorrect Data. Each party is entitled to protection against the consequences of material errors with respect to (i) data on the Reinsured Policies and (ii) the Effective Date Accounting. If material errors are discovered in the above described information within three (3) years from the Effective Date the parties will promptly make any needed adjustments in the amounts so transferred.

Section 5.09 DAC Tax Calculations. In regards to the Reinsured Policies described in Exhibit A, Ceding Company and Reinsurer agree to the following pursuant to United States Treasury Regulation §1.848-2(g)(8):

(a) The term “party” will refer to either Ceding Company or Reinsurer as appropriate.

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(b) The terms used in this Section are defined by reference to United States Treasury Regulation §1.848-2 in effect as of the Effective Date and at all relevant times thereafter.

(c) For each taxable year ending on or after the Effective Date, the party with net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of §848(c)(l) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder.

(d) Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the United States Internal Revenue Service.

(e) The exchange of information will follow the following procedure:

By May 1 of each year, Reinsurer will submit a schedule to Ceding Company of its calculation of the net consideration for the preceding taxable year. This schedule of calculations will be accompanied by a statement signed by an officer of Reinsurer stating the amount of net consideration Reinsurer will report in its tax return for the preceding taxable year. To ensure consistency, Ceding Company will utilize this information in determining its net consideration for its preceding taxable year. Ceding Company shall advise Reinsurer if it disagrees with the calculations provided and the parties agree to act in good faith to resolve such differences amicably.

(f) Both parties agree to attach a schedule to their 2010 Federal Income Tax Return as required by United States Treasury Regulation 1.848-2(g)(8)(ii) and 1.848-2(g)(8)(iii).

(g) Both parties warrant that they are U.S. taxpayers as defined by United States Treasury Regulation 1.848-2(h)(2)(ii).

Section 5.10 Premium Tax. Reinsurer shall reimburse Ceding Company annually (or such shorter period as the parties agree) for an amount equal to the premium tax and any other tax required to be paid by Ceding Company to any State or political sub-division thereof with respect to any premiums received for the Reinsured Policies after the Effective Date.

Reinsurer shall, on a timely basis and in accordance with Section 6.01, provide Ceding Company any information necessary for Ceding Company to make such tax payments.

Section 5.11 Quarterly Accounting and Settlement. Within thirty (30) days after the end of each Accounting Period, the Reinsurer shall submit to Ceding Company quarterly accounting reports, substantially in the form of Exhibit E – Form of Quarterly Accounting and Settlement Reports, for each Accounting Period (such reports shall include, but are not limited to, the amounts determined in the manner described in Exhibit D for Reinsurance Premiums, Reinsurance Fees, Reinsurance Claims, Reinsurance Gains and Modified Coinsurance Reserves).

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Within forty-five (45) days after the end of each Accounting Period, an amount equal to the Reinsurance Gain, as defined in Exhibit D and calculated as shown in Exhibit E, will be settled between the Ceding Company and Reinsurer. Payment shall first be made by way of cash or cash equivalent, where: (i) if the Reinsurance Gain is greater than or equal to zero, the Ceding Company shall pay the Reinsurer, and (ii) if the Reinsurance Gain is less than zero, the Reinsurer shall pay the Ceding Company the absolute value of the amount.

Section 5.12 Delayed Quarterly Settlement. If there is a delayed quarterly settlement, a party may impose an interest penalty charge on the other for the period that an amount is overdue, as follows: (a) in the event Reinsurer timely submits a Quarterly Accounting and Settlement Report and the Reinsurance Gain is greater than zero, Reinsurer may impose an interest penalty charge for the period that the settlement amount is overdue; (b) in the event Reinsurer does not timely submit a Quarterly Accounting and Settlement Report and the Reinsurance Gain is greater than zero, Reinsurer may impose an interest penalty charge for the period that the settlement amount is overdue but any such period shall not begin until fifteen (15) days after it submits the Quarterly Accounting and Settlement Report; (c) in the event Reinsurer timely submits a Quarterly Accounting and Settlement Report and the Reinsurance Gain is less than zero, Ceding Company may impose an interest penalty charge for the period that the settlement amount is overdue; and (d) in the event Reinsurer does not timely submit a Quarterly Accounting and Settlement Report and the Reinsurance Gain is less than zero, Ceding Company may impose an interest penalty charge for the period that the Quarterly Accounting and Settlement Report is overdue. Any interest penalty charged shall be calculated from the applicable date described above, to the date of payment based on the three month LIBOR on a per annum basis (containing 360 days) as published on the last day of the calendar month plus 50 basis points. The three month LIBOR rate for this calculation will reset at the last business day of each subsequent calendar month until outstanding amounts due have been paid. Accrued balances of less than $200,000 can be paid in the next subsequent Accounting Period settlement without interest penalty.

ARTICLE 6

Service

Section 6.01 Services. After the Effective Date, Reinsurer agrees to provide the following services (the “Services”) on behalf of and in the name of the Ceding Company at its own expense:

(a) all normal and necessary service on account of the Reinsured Policies, including but not limited to:

(i) underwriting of increases on existing Reinsured Policies;

(ii) answering policyholder questions and correspondence; making changes requested by policyholders to the Reinsured Policies and maintaining policy information and other information storage systems and files;

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(iii) adjudicating claims and preparing checks or drafts to pay claims, surrender benefits and other contractual benefits in accordance with applicable state and federal law, provided that at the option of Ceding Company, Ceding Company may pay all claims and seek reimbursement from Reinsurer. For greater clarity, it is the intention of the parties that although Reinsurer will provide all Services required to administer the Reinsured Policies after the Effective Date, Ceding Company will initially, at the direction of Reinsurer, pay all claims and will be subsequently reimbursed quarterly (or such shorter period as the parties agree) by Reinsurer in accordance with the Quarterly Settlement provisions in Section 5.11; and

(iv) satisfying all policy filing, tax reporting and any other regulatory requirements with respect to the Reinsured Policies.

(b) All information with respect to the Reinsured Policies required by Ceding Company to prepare: (i) the quarterly and annual NAIC reports including all schedules thereto, (ii) any monthly, quarterly and annual tax reporting, and (iii) any other information with respect to the Reinsured Policies which may be requested by any regulatory body in any jurisdiction in which the Ceding Company is licensed.

(c) In order to permit Ceding Company to satisfy its reporting obligations, Reinsurer agrees to maintain all necessary records in accordance with accepted standards of prudent insurance recordkeeping.

(d) All data required for quarterly NAIC reports shall be submitted to Ceding Company no later than the end of the third week of the month following the quarter end. All data required for annual NAIC reporting shall be submitted to the Ceding Company no later than January 31st.

Section 6.02 Delegation. Reinsurer may employ an affiliate to perform any of its servicing responsibilities under this Agreement. The performance of such servicing responsibilities by any entity other than the Reinsurer, or its affiliate shall require the written consent of the Ceding Company.

Section 6.03 Complaint Processing. Reinsurer shall be responsible for the processing of all complaints involving the Reinsured Policies, and maintaining adequate written records thereof including the name and address of the complainant, the date received, the nature of the complaint and the resolution. Reinsurer shall provide Ceding Company with such records on request. Reinsurer will communicate with Ceding Company concerning any Complaints that, in Reinsurer’s good-faith judgment, appear to be likely to give rise to liability (provided, however, that Reinsurer shall not be liable for, and the indemnification responsibilities, outlined in Article 10, shall be unaffected by, Reinsurer’s error of judgment). Ceding Company shall promptly notify Reinsurer of any Complaints it receives regarding the Reinsured Policies. Complaints for the purposes of this paragraph shall be defined as any written communication primarily expressing a grievance.

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If Reinsurer receives any notice from any source (including, but not limited to, a policyholder or regulatory agency) of a lawsuit or other legal or administrative hearing or proceeding being brought against Ceding Company and involving the Reinsured Policies or the threat of any such lawsuit, hearing or proceeding (“Proceeding”), for which Reinsurer is entitled to indemnification by Ceding Company, Reinsurer will promptly forward to Ceding Company notice of the Proceeding and a copy of all legal documents, correspondence and other materials relevant thereto which Reinsurer reasonably has access to as required by Article 9 hereof, provided, however, that failure to give such notice shall not affect Ceding Company’s obligations to indemnify Reinsurer unless such failure materially prejudices Ceding Company’s rights with respect to such Proceeding. Reinsurer agrees to cooperate fully with Ceding Company in connection with the Proceeding.

ARTICLE 7

Regulatory Approvals

Section 7.01 Regulatory Approval. Reinsurer and/or Ceding Company shall apply, where applicable, to the Commissioner of Michigan’s Office of Financial and Insurance Regulation and the Superintendent of the New York State Insurance Department for approval of the transfer contemplated by this Agreement in accordance with the relevant provisions of the applicable legislation in the United States on the terms and conditions set out herein either without modification or with such modification as may have been agreed by the parties hereto and approved by such regulatory authorities.

Section 7.02 Regulatory Approval Following Amendment. Any change to this Agreement which occurs after the approvals referred to in Section 7.01 hereof have been obtained shall be subject to the approval of the Commissioner of Michigan’s Office of Financial and Insurance Regulation, the Superintendent of the New York State Insurance Department and, to the extent necessary or appropriate, to any federal authorities with jurisdiction over the subject matter herein.

Section 7.03 Best Efforts. Reinsurer and Ceding Company agree that they will each proceed with all due diligence to consummate the transaction set forth in this Agreement.

Section 7.04 Filing. Reinsurer and Ceding Company shall file all documents required to be filed by the Commissioner of Michigan’s Office of Financial and Insurance Regulation, the Superintendent of the New York State Insurance Department and, to the extent necessary or appropriate, any federal authorities with jurisdiction over the subject matter herein, in order to consummate the transaction set forth in this Agreement.

ARTICLE 8

Representations and Warranties of Ceding Company

Section 8.01 Authority. Ceding Company represents and warrants that Ceding Company is a corporation duly organized as a capital stock legal reserve life and health insurance company, validly existing under the laws of the State of Michigan and the Ceding

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Company or its predecessor in interest was licensed or otherwise authorized in New York to issue the Reinsured Policies. Ceding Company has the full corporate power and authority to carry out and perform its undertakings and obligations under this Agreement. Except as provided in Article 7, the execution and delivery by Ceding Company of this Agreement and the consummation by Ceding Company of the transactions contemplated in this Agreement have been duly authorized by all proper and requisite proceedings and will not conflict with, constitute a default under or breach any provision of the Articles of Incorporation or Bylaws of Ceding Company, or any material provision of any other instrument to which Ceding Company is a party or by which it is bound, or any law, rule or regulation of any governmental body applicable to Ceding Company or any order, writ, injunction or decree of any court or governmental body directed against Ceding Company. This Agreement has been duly and validly executed and delivered by Ceding Company. Assuming due authorization, execution and delivery by Reinsurer, this Agreement is the legal, valid and binding obligation of Ceding Company enforceable against it in accordance with its terms.

Section 8.02 Other Representations and Warranties. The Ceding Company hereby makes the following representations and warranties:

(a) Compliance with Law. All of the forms of the Reinsured Policies, including but not limited to applications, amendments, endorsements, riders, certificates, contracts, which have been reinsured under this Agreement have been filed and approved, if required, by the applicable insurance departments in the jurisdictions in which such filing is required. All advertising materials and point-of-sale materials used in connection with the sale or marketing of the Reinsured Policies were in compliance with all applicable laws and regulations when utilized.

(b) Validly Issued. No Adverse Affect, and No Litigation. (i) All of the Reinsured Policies are validly issued; (ii) as of the Effective Date, there are currently no known facts or conditions which have not been disclosed to the Reinsurer, that would adversely affect the contractual liabilities assumed by Reinsurer pursuant to this Agreement; and (iii) except as provided in Schedule 8.02(b), there is no material litigation or regulatory action proceeding pending or threatened against Ceding Company on the Effective Date which would adversely affect the Reinsured Policies under this Agreement or the assets to be transferred hereunder or which would prevent the consummation of this Agreement.

(c) Reinsurance Agreements. Schedule 8.02(c) sets forth a complete and accurate listing and description of all Reinsurance Agreements, Ceding Company has duly and punctually performed all the terms, conditions, covenants, and warranties of the Reinsurance Agreements. To the best of Ceding Company’s knowledge, the other parties to such Reinsurance Agreements are not in default under any of the terms thereof.

(d) Title. No person, firm or corporation has any claim, lien, judgment or right of action, legal or equitable, against or in any assets transferred to Reinsurer under the terms of this Agreement. Reinsurer shall obtain good and merchantable title to all such assets free and clear of all claims, liens, judgments or rights of action

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upon such assets being transferred to Reinsurer in accordance with the terms hereof. Ceding Company agrees to indemnify and save harmless Reinsurer against and from any and all claims or liens against said assets or any claim or judgment which may be made or entered against or related to said assets or any claim or judgment which may be made or entered against Reinsurer for which the latter is not expressly obligated under this Agreement.

(e) Accountings. Pursuant to the terms of this Agreement, Ceding Company will furnish to Reinsurer the Effective Date Accounting as well as a copy of all computer runs, work papers, and supporting data used in preparing such accounting. The accounting shall be prepared in accordance with insurance accounting principles prescribed or permitted under statutory authority applied on a basis consistent with those applied by Ceding Company in prior years and to present fairly the items reflected therein in accordance with sound actuarial principles as of the date of such accounting.

(f) Correct Information. All of the information concerning the Reinsured Policies contained in Exhibit A, or any other exhibits to this Agreement, is true and correct in all material respects.

(g) Consistent with Books and Records. All of the Reinsured Policies and the Related Agreements are consistent with the books and records of Ceding Company which are transferred to Reinsurer pursuant to the terms of this Agreement. Any amendments, riders, or other modifications to the Reinsured Policies shall be reflected in the books and records transferred to Reinsurer.

(h) Related Agreements. Each of the Related Agreements is in one of the forms provided by Ceding Company to Reinsurer on or before the Effective Date. Ceding Company has duly performed all the terms, conditions, covenants, and warranties of the Related Agreements required on the part of the Ceding Company, and, to the best of Ceding Company’s knowledge, all other parties to the Related Agreements have duly performed all the terms, conditions, covenants and warranties required on their part.

(i) Litigation. Except as disclosed in Schedule 8.02(b), as of the Effective Date there are no material actions, suits, proceedings or investigations pending, nor to the knowledge of Ceding Company, threatened against, involving or affecting any of the Reinsured Policies, any of the rights or assets to be transferred hereunder or any of the transactions contemplated by this Agreement before any federal state municipal or other governmental court department, commission, board, arbitrator, bureau, agency or instrumentality. Except as disclosed in Schedule 8.02(b), as of the Effective Date Ceding Company does not have any knowledge of any state of facts or contemplated events that reasonably may be expected to give rise to any such material claim, action, suit, proceeding, or investigation.

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ARTICLE 8A

Representations and Warranties of Reinsurer

Reinsurer represents and warrants that:

Section 8A.01 Authority. Reinsurer has the full corporate, legal and regulatory authority to carry out and perform its undertakings and obligations under this Agreement and will continue to maintain such authority for the duration of this Agreement. Reinsurer will either maintain its licenses to conduct the business of life insurance (including the authority to conduct variable life insurance business) in New York, and in any jurisdiction where the Ceding Company or its successor is domiciled, or will maintain licenses as an accredited Reinsurer in those jurisdictions. The execution and delivery by Reinsurer of this Agreement and the consummation by Reinsurer of the transactions contemplated in this Agreement have been duly authorized by all proper and requisite proceedings and will not conflict with, constitute a default under or breach any provision of the Articles of Incorporation or Bylaws of Reinsurer, or any material provision of any other instrument to which Reinsurer is a party or by which it is bound, or any law, rule or regulation of any governmental body applicable to Reinsurer or any order, writ, injunction or decree of any court or governmental body directed against Reinsurer. This Agreement has been duly and validly executed and delivered by Reinsurer. Assuming due authorization, execution and delivery by Ceding Company, this Agreement is the legal, valid and binding obligation of Reinsurer enforceable against it in accordance with its terms. In the event that the Reinsurer fails to have or maintain its license in any jurisdiction in which the Ceding Company or its successor is licensed and such license is a precondition for the Ceding Company to receive credit for reinsurance for the Reinsured Policies, the Reinsurer shall immediately collateralize the Coinsurance Reserves for the Reinsured Policies (and in no event beyond the end of the calendar quarter during which such failure occurs) by either a letter of credit or assets in trust or any combination of the two, which in total will comply with statutory and regulatory requirements for obtaining the Ceding Company’s credit for reinsurance. The Reinsurer shall have the option of determining the method of collateralization provided it is acceptable to the insurance regulatory authorities having jurisdiction over the Ceding Company’s reserves.

When collateralizing by a letter of credit, the Reinsurer agrees to arrange for the timely delivery of a clean, unconditional and irrevocable letter of credit for the exclusive benefit of Ceding Company, issued in a form acceptable to the insurance regulatory authorities having jurisdiction over Ceding Company’s reserves. The letter of credit (the “Letter of Credit”) will be issued by a bank that is neither the parent, subsidiary or affiliate of either Reinsurer or Ceding Company and is (1) organized or licensed in the United States, (2) regulated, supervised and examined by U.S. federal or state authorities, and (3) and has been found acceptable to Ceding Company.

For every Accounting Period in which a Letter of Credit is to be provided under this Section, the amount of the Letter of Credit will equal or exceed, at all times, the Coinsurance Reserves.

Not less than ten (10) days prior to the end of each Accounting Period, Ceding Company shall estimate such Coinsurance Reserves and the amount of any Letter of Credit required in

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accordance with this Section and notify Reinsurer of the amount of the Letter of Credit required in accordance with this Section and prior to the close of the Accounting Period in which such notice is received, Reinsurer shall obtain and deliver to Ceding Company a Letter of Credit, or an amendment to a Letter of Credit, in an amount not less than the aforementioned estimated amount.

Reinsurer further agrees that upon completion of any Accounting Period reporting, if the Letter of Credit amount as based upon the aforementioned estimate is less than the actual amount of the Letter of Credit provided under this Section, Reinsurer shall obtain and provide to Ceding Company such other Letter of Credit, or amendment to Letter of Credit, in such amount as needed to meet the requirements of this Section.

Ceding Company agrees that upon completion of any Accounting Period reporting, if the actual amount of the Letter of Credit provided by Reinsurer under this Section is in excess of the Letter of Credit amount as based upon the aforementioned estimate, Ceding Company shall promptly, upon receipt of Reinsurer’s written request, agree to an amendment reducing the amount of the Letter of Credit by an amount equal to such excess.

Notwithstanding anything to the contrary in this Agreement, Reinsurer and Ceding Company agree that the Letter of Credit may be drawn on by Ceding Company at any time and will be utilized and applied by Ceding Company, including, without limitation, any liquidator, rehabilitator, receiver or conservator of Ceding Company, without diminution because of the insolvency on the part of Ceding Company or Reinsurer, only for the following purposes:

(a) To reimburse Ceding Company for Reinsurer’s share of benefit payments or losses paid by Ceding Company pursuant to the provisions of policies reinsured under this Agreement, the payment of which is due under the terms of this Agreement and which has not otherwise been paid;

(b) In the event Ceding Company receives notice that the Letter of Credit will not be renewed and on the thirtieth (30th) day following the date of such notice Reinsurer has not established a replacement Letter of Credit or alternative security device suitable to qualify Ceding Company for reserve credit for the reinsurance hereunder, then Ceding Company or its statutory successor may draw upon the Letter of Credit to fund an amount with Ceding Company for Reinsurer’s obligations which are properly attributable to the Reinsured Policies reinsured under this Agreement. Such amount will include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred, loss adjustment expenses and unearned premiums. The amount drawn on the Letter of Credit shall be held in trust in an interest bearing account separate from Ceding Company’s other assets and interest thereon shall accrue to the benefit of Reinsurer, and;

(c) To pay any other obligations of Ceding Company that are in fact due from Reinsurer under this Agreement, the payment of which is due under the terms of this Agreement and which has not otherwise been paid.

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In the event that the amount drawn by Ceding Company on the Letter of Credit exceeds the actual amount required for items (a), (b) and/or (c) above, or in the case of a draw pursuant to (c) above, Ceding Company shall promptly return to Reinsurer the excess amounts so drawn, together with interest thereon. All the foregoing shall be applied without diminution because of insolvency on the part of Ceding Company or Reinsurer.

Section 8A.02 Conduct of Business. Reinsurer shall conduct its business and perform its obligations hereunder in the same manner in which Reinsurer conducts its own business and with the same degree of care.

ARTICLE 9

Records, Fees, and Ownership of Premiums

Section 9.01 Records. As requested by Reinsurer or Ceding Company, the other party shall deliver unto the requesting party any policy records, files, charts, books, ledgers, and other documents or copies thereof maintained by it concerning the Reinsured Policies. Included in the foregoing, without limitation, shall be all records relating to development, reserving or approval of the Reinsured Policies. All records, books, files, accounts and materials of any kind relating to the Reinsured Policies maintained by Ceding Company or Reinsurer relating to the Reinsured Policies shall be open to examination and audit by the other at reasonable times during normal business hours.

Section 9.02 Fees. Except as stated to the contrary in Article 12, each party shall be responsible for its own fees and expenses in connection with the transaction contemplated by this Agreement, including without limitation attorneys’, accountants’, actuaries’, and other similar fees.

Section 9.03 Ownership of Premiums. Ownership of Premiums. All monies, checks, drafts, money orders, postal notes, and other instruments received after the Effective Date by Ceding Company for premiums on the Reinsured Policies shall be either allocated to the Separate Accounts in accordance with instructions from contractholders or transferred to Reinsurer in accordance with the Quarterly Settlement provisions under this Agreement.

Section 9.04 Bank Accounts. After the Effective Date, Reinsurer shall be authorized by Ceding Company to process payments relating to the Reinsured Policies. Ceding Company agrees to do whatever is necessary in order to give Reinsurer the authority to prepare drafts on Ceding Company’s bank accounts and in Ceding Company’s name to the extent necessary to process claims under the Reinsured Policies and with respect to which Ceding Company shall have no overdraft liability. All amounts due from Ceding Company to pay such claims shall be deposited by Ceding Company in such account until the claim is paid, and Reinsurer shall reimburse Ceding Company for such claims in accordance with Section 5.11.

Section 9.05 Authorizations. After the Effective Date, if required, Ceding Company shall provide specific authorizations for Reinsurer’s employees to sign letters and acknowledge policy modifications on behalf of Ceding Company concerning, inter alia, underwriting, policy

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administration, agent compensation, and claim matters. Notwithstanding the failure of Ceding Company to grant specific authorizations, Reinsurer shall be authorized hereunder to perform such acts with respect to the Reinsured Policies and the Related Agreements.

Section 9.06 Security Agreement. The parties hereto agree that as security for all the Secured Obligations (as hereinafter defined), Ceding Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to Reinsurer, all of Ceding Company’s rights, titles and interests, if any, (legal, equitable or otherwise) to all premiums and fees due the Reinsurer under the Reinsured Policies after the Effective Date (the “Collateral”). As used herein, “Secured Obligations” shall mean the obligations of Ceding Company pursuant to Article 9 and any other obligations of Ceding Company under this Agreement. Upon the failure of Ceding Company to fully perform its obligations and undertakings hereunder, Reinsurer shall have, in addition to all other rights under this Agreement or under applicable law, the following rights: the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Michigan (the “UCC”), as though all the Collateral constituted property subject to a security interest under Article 9 thereof; the right to set off; and the right to reasonable attorneys’ fees incurred in connection with the enforcement of this Agreement.

ARTICLE 10

Indemnification

Section 10.01 Indemnification of Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of:

(a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Policies and the express, written contractual liabilities in the Related Agreements;

(b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company’s knowledge of such matter, misrepresentation or breach);

(c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date;

(d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date.

In the event of a misrepresentation or breach of warranty under Section 10.03 of this Agreement it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 7702 of the Internal Revenue Code, at the sole expense of Ceding Company.

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Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer.

Reinsurer shall give written notice to Ceding Company of any indemnity claims within thirty (30) days after Reinsurer has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company’s obligations to indemnify unless such failure materially prejudices Ceding Company’s rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim.

Section 10.02 Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys fees, resulting from:

(a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach;

(b) any liability, other than liabilities arising out of Ceding Company’s actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.04;

(c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder);

(d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Policies occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date;

(e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or

(f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Policies occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured Policies).

Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company.

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Ceding Company shall give written notice to Reinsurer of any indemnity claims within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer’s obligations to indemnify unless such failure materially prejudices Reinsurer’s rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim

Section 10.03 Tax Compliance. In the event that prior to the Effective Date any of the Coinsured Policies (i) fail to qualify as life insurance for federal income tax purposes under Section 7702 of the Internal Revenue Code or fail to qualify for the death benefit exclusion by reason of Section 101(f) of the Internal Revenue Code, or (ii) are classified as a modified endowment contract under Section 7702A of the Internal Revenue Code (other than those contracts where the policyholder approved such classification or was aware that their contract would be so classified, and the effects thereof, prior to the purchase of such contract or the date such contract became a modified endowment contract), it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, such violation under Section 7702, 101(f) or 7702A of the Internal Revenue Code, at the sole expense of Ceding Company.

ARTICLE 11

Claims Investigations: Punitive Damages

Section 11.01 Investigation of Claims: Punitive Damages. Ceding Company shall investigate, settle or defend any and all actions which may be filed against Ceding Company or Reinsurer on account of any acts or omissions by or on behalf of Ceding Company (including its agents or employees) occurring prior to the Effective Date whether such action is filed before or after the Effective Date. Ceding Company shall reimburse and hold Reinsurer harmless from any and all costs, expenses and liabilities in any such action which exceeds the strict policy limits. Without limiting the generality of the foregoing, Ceding Company shall be solely liable for and shall defend any and all claims for punitive or exemplary damages based on any facts or occurrences occurring prior to the Effective Date and shall reimburse and hold Reinsurer harmless from any and all costs, expenses or liabilities including attorneys’ fees which it may incur as a result of any such claim. Reinsurer shall be solely liable for and shall defend any and all claims for punitive or exemplary damages based on any facts or occurrences (a) arising solely out of the actions or omissions of Reinsurer, its employees or agents occurring on or after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder) and (b) arising solely out of the acts of Continuing Producers and shall reimburse and hold Ceding Company harmless from any and all costs, expenses and liabilities including attorneys’ fees which it may incur as a result of any such claim. Notwithstanding any other provision contained herein which may be construed to the contrary, Reinsurer assumes no responsibility or liability whatsoever to any party for any claim made prior to the Effective Date made for recovery of punitive or exemplary damages, and the indemnification provisions

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contained herein are not intended to, and shall not be construed to, impose liability on any party hereto vis-a-vis third parties.

ARTICLE 12

Arbitration

Section 12.01 Arbitration Clause. All disputes or differences between Ceding Company and Reinsurer arising under or which are related to this Agreement upon which an amicable understanding cannot be reached within thirty (30) days shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as hereinafter provided, and judgment upon the award entered by the arbitrators may be entered in any Court having jurisdiction thereof. The Court of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance business. The parties agree that this Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators shall be final and binding and there shall be no appeal therefrom. The Court of Arbitrators shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the parties.

ARTICLE 13

Deliveries as of the Effective Date

Section 13.01 Deliveries by Ceding Company. Ceding Company shall use its reasonable efforts to deliver or cause to be delivered to Reinsurer within five (5) days of the Effective Date (i) a listing (electronic or otherwise) of the Reinsured Policies, and ii) all instruments (including without limitation bond powers) as may be necessary or advisable to cause Ceding Company’s rights, title, and interest in and to the properties, rights, or assets to be transferred hereunder or to effect the purposes hereof to vest in Reinsurer based on the Effective Date Accounting described in Section 5.01. Ceding Company will cooperate with Reinsurer in connection with any required

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re-registration of such instruments (or of any additional instruments as may be necessary in connection with adjustments described in Sections 5.02 and 5.03), and Reinsurer will bear any risks associated with such reregistration.

Section 13.02 Deliveries by Reinsurer. Reinsurer shall use its reasonable efforts to deliver or cause to be delivered to Ceding Company within five (5) days of a revised accounting in accordance with Section 5.02 or 5.03 all instruments (including without limitation bond powers) as may be necessary or advisable to vest in Ceding Company all of Reinsurer’s rights, title, and interest in and to the properties, rights, or assets to be transferred back to Ceding Company to effect any correction of a prior accounting in favor of Reinsurer.

ARTICLE 14

General Provisions

Section 14.01 Successors, Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of both Ceding Company and the Reinsurer; provided, that Reinsurer may not assign, transfer or reinsure the obligations assumed by it under this Agreement, without the written consent of Ceding Company.

Section 14.02 Entire Agreement. All prior or contemporaneous agreements and representations between the parties relating to the subject matter hereof are superseded by this Agreement which, together with any Exhibits and Schedules attached, constitutes the entire contract between the parties. There are no understandings or agreements between the parties with respect to the Reinsured Policies other than as expressed in this Agreement. No waiver, amendment, or modification hereof shall be of any force or effect unless in writing and signed by the parties. The agreements, covenants, representations, and warranties contained herein shall survive the closing hereunder.

Section 14.03 Non-Waiver. No waiver by any party of any default by any other party in the performance of any promise, term or condition of this Agreement shall be construed to be a waiver by such party of any other or subsequent default in performance of the same or any other promise term or condition of this Agreement. A waiver shall constitute a waiver only with respect to the particular circumstance for which it is given and not a waiver of any future circumstance. No prior transactions or dealings between any of the parties shall be deemed to establish any custom or usage waiving or modifying any provisions hereof. The failure of any party to enforce any part of this Agreement shall not constitute a waiver by such party of its right to do so, nor shall it be deemed to be an act of ratification or consent. A waiver shall constitute a waiver only with respect to the particular circumstance for which it is given and not a waiver of any future circumstance.

Section 14.04 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

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Section 14.05 Rights. Nothing herein, either expressed or implied, is intended or shall be construed to confer upon or give any person, firm or corporation, other than the Reinsurer and Ceding Company any rights or remedies under or by reason of this Agreement.

Section 14.06 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 14.07 Correspondence. Any and all correspondence, records or otherwise coming to Ceding Company after the Effective Date pertaining to the Reinsured Policies shall be immediately and forthwith delivered to Reinsurer without charge to Reinsurer or its delegee pursuant to Section 6.02.

Section 14.08 Duration. This Agreement shall remain in force until the last Policy ceases to be in force unless otherwise terminated pursuant to Section 14.14.

Section 14.09 Notices. Any notice hereunder shall be deemed to be duly given when and if delivered or three (3) business days after such notice is deposited in the U.S. Mail for delivery by pre-paid first-class registered or certified mail to:

(1) Reinsurer:		Xxxx Xxxxxxx Life Insurance Company of New York
		000 Xxxxxx Xxxx Xxxxx Xxxxx
		Xxxxxxxx, XX 00000
		Attention: President
With Copy To:		Xxxx Xxxxxxx Life Insurance Company (U.S.A.)
		000 Xxxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		Attention: General Manager,
		Xxxx Xxxxxxx Life Insurance
(2) Ceding Company:		Xxxx Xxxxxxx Life Insurance Company
		(U.S.A.)601 Xxxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		Attention: Corporate Secretary

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With Copy To:		Xxxx Xxxxxxx Life Insurance Company (U.S.A.)
		000 Xxxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		Attention: General Manager,
		Xxxx Xxxxxxx Life Insurance

Or such other address as shall be furnished in writing by the parties to the other.

Section 14.10 Cooperation. With regard to any matters not expressly stated herein, the parties to this Agreement agree to furnish such information, to execute such additional documents, and to cooperate with each other as may be necessary to carry out the purposes of this Agreement, in accordance with industry practice for transactions of this kind.

Section 14.11 Insolvency. Except as provided in Section 14.12 in the event of the insolvency of Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall continue to be payable by Reinsurer under the terms of the contracts reinsured, on behalf of Ceding Company, its liquidator, receiver or statutory successor, without diminution because of the insolvency.

Section 14.12 Cut-Through Provision. In the event of the rehabilitation or liquidation of Ceding Company, any claims of holders and beneficiaries under Reinsured Policies issued by Ceding Company the reserves for which are held in the Separate Accounts of Ceding Company shall first be paid out of the respective Separate Account to fund those benefits. To the extent there are any benefits under a Reinsured Policy that are not payable out of assets held in the respective Separate Account, Reinsurer shall pay all such amounts due under that Reinsured Policy, which would be otherwise due to the rehabilitator, liquidator, receiver, or statutory successor in the absence of this Section 14.12, directly to the holder or beneficiary, as applicable of the Reinsured Policies, without diminution on account of Ceding Company being placed in rehabilitation or liquidation unless the Superintendent of Insurance of the State of New York (Superintendent) directs the Reinsurer to make payments to the rehabilitator, liquidator, receiver or statutory successor, and shall at the direction of the Superintendent provide each such policyholder with a certificate approved by the Superintendent, which shall state, inter alia, that Reinsurer will directly pay the contractual obligations of Ceding Company not satisfied out of the respective Separate Account under such Reinsured Policy.

Section 14.13 Audit of Records and Procedures. Ceding Company shall have the right to audit during normal business hours and at the office of Reinsurer or any service provider designated by Reinsurer pursuant to Section 6.02 all records and procedures relating to the Reinsured Policies and the Services provided by or on behalf of Reinsurer under this Agreement. Further, Reinsurer agrees to confirm, at reasonable request of Ceding Company, the existence of the Reinsured Policies.

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In conjunction with any examination of Ceding Company by the Insurance Department (or any other regulatory body) of any jurisdiction in which Ceding Company is licensed, Reinsurer shall permit an examination of its books and records relating to the Reinsured Policies.

Section 14.14 Termination: This Agreement shall terminate immediately prior to the Effective Date if the Merger between Ceding Company and its affiliate, Xxxx Xxxxxxx Life Insurance Company, does not take place on or prior to the Effective Date.

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IN WITNESS WHEREOF, Ceding Company and Reinsurer have caused this instrument to be executed by their duly authorized officers as of the day and year first hereinabove written.

XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)						XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxxxx Xxxxx				By:		/s/ Xxxxx X. Xxxxxxxxx
Name		Xxxxxx Xxxxx				Name		Xxxxx X. Xxxxxxxxx
Title:		Executive Vice President				Title:		President
Date:		12-16-09				Date:		12-16-09

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Exhibit A

DESCRIPTION OF REINSURED POLICIES

Reinsured Policies as used in this Agreement refers to the variable life insurance policies issued in New York by Xxxx Xxxxxxx Life Insurance Company, which policies are in force as of the Effective Date, as well as any riders providing for other supplemental benefits and specifically includes: (a) all lapsed policies subject to reinstatement and (b) any supplemental benefits (including policies issued pursuant to conversion privileges) arising out of the Reinsured Policies. Reinsured Policies shall not include the obligations resulting from the contractual right under the Reinsured Policies, if any, to annuitize cash value, surrender or death benefits under such policies, as these obligations will be covered under Treaty # 11 between Ceding Company and Reinsurer.

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Exhibit B

Form of Effective Date Accounting

Form of Accounting:

Reserves
1		Gross Formula Reserves on NY Basis		94,000,000
2		Ceded Reserves (including modco)		(2,000,000	)
3		Additional reserves needed
4		Actuarial reserves net of reinsurance		92,000,000
Other Liabilities
5		Policyholders’ and beneficiaries’ funds		1,000,000
6		Policy benefits in process of payment		3,000,000
7		Other policy obligations		2,000,000
8		Interest maintenance reserve		0
9		Obligations related to separate accounts
10		Other Liabilities		6,000,000
11		Net Coinsurance Reserves (4+10)		98,000,000
		Modified Coinsurance Reserve		755,000,000

The Net Coinsurance Reserve shown constitutes the Initial Coinsurance Reinsurance Premium pursuant to Section 5.05, and the Modified Coinsurance Reserve shown constitutes the Initial Modco Reinsurance Premium and Reserve Adjustment pursuant to Section 5.06.

In the event adjustments are made under Section 5:02 or Section 5:03, the amount owed will be increased with interest for the time elapsed between the Effective Date and the date of payment. The annual interest rate to be used will be the yield on 3 month US Treasury Bills, as published by the U.S Treasury, on the last business day of the quarter ending on or immediately prior to the date of any revised accounting.

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Exhibit C

List of Transferred Assets

Assets Permitted in Lieu of Cash under Article 5

The list of transferred assets shall contain a seriatim listing of all assets transferred by the Ceding Company and be provided to the Reinsurer upon request.

Asset Summary

Marketable Securities
1		Bonds - Public		64,043,529
2		Bonds - Private
3		Preferred stocks
4		Equity - Public
5		Equity - Private
6		Commercial Mortgages
7		Commercial Real Estate
8		Agriculture
9		Timber
10		Derivatives
11		Other invested assets
12		Investment Income Due & Accrued		928,352
13		Cash and short-term investments		28,119
14		Total marketable securities		65,000,000
Other Assets
15		Policy Loans		31,000,000
16		Premiums due and deferred		2,000,000
17		Assets held in separate accounts		0
18		Funds Withheld
19		Total Other Assets		33,000,000
20		Total Assets (14+19)		98,000,000

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Exhibit D

Reinsurance Gain

A. Reinsurance Gain

For each Accounting Period as defined in Section 1.01, the reinsurance gain (the “Reinsurance Gain”) will be equal to (1) plus (2), minus (3), plus (4), plus (5), minus (6), minus (7) where:

(1) Equals the Reinsurance Premiums as determined in accordance with Section B. of this Exhibit D.

(2) Equals the Net Reinsurance Fees as determined in accordance with Section C. of this Exhibit D.

(3) Equals the Reinsurance Claims as determined in accordance with Section D. of this Exhibit D.

(4) Equals the Net Transfers as determined in accordance with Section E. of this Exhibit D.

(5) Equals the Separate Account Modco Investment Credit as determined in accordance with Section F. of this Exhibit D.

(6) Equals the Modco Reserve Adjustment as determined in accordance with Section G. of this Exhibit D.

(7) Equals the Commission Allowance as determined in accordance with Section H. of this Exhibit D.

For the avoidance of doubt, each of the amounts determined above, including the Reinsurance Gain, may be a positive or a negative number.

B. Reinsurance Premiums

For each Accounting Period, Reinsurance Premiums is the amount of all premiums collected under the Reinsured Policies.

C. Net Reinsurance Fees

For each Accounting Period, Net Reinsurance Fees is the amount paid or payable by Ceding Company to reflect all fees charged by the Ceding Company on the Reinsured Policies, including the net investment management fees charged by any advisor controlled by Ceding Company on underlying fund assets of the Reinsured Policies (but not including any sub-advisory fees paid on such underlying fund assets), insurance fees, and rider fees, less any trail commission expense. For the purposes of this Agreement, the amount payable for Net Reinsurance Fees for each Accounting Period will be the actual fees as basis points, or such other rate as may be agreed between the parties from time to time, times the average of the beginning fund value of the respective Separate Account for the Reinsured Policies and the ending fund value of the respective Separate Account for the Reinsured Policies. For the avoidance of doubt, the Reinsurance Fees calculated by this method for any Accounting Period can never be in excess of

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the net investment management fees, insurance fees, and rider fees actually earned less trail commissions paid by the Ceding Company on the Reinsured Policies.

D. Reinsurance Claims

For each Accounting Period, Reinsurance Claims includes all benefits paid or accrued under the Reinsured Policies. For these purposes, benefits paid or accrued under the Reinsured Policies include, but are not limited to:

(i) Death Claims. Death Claims includes the death benefit payable under the Reinsured Policies and, if applicable any guaranteed minimum death benefits (GMDB) paid or accrued by the Ceding Company under the Reinsured Policies.

(ii) Withdrawals and Surrenders. Withdrawals and Surrenders is the total amount paid or accrued in the event of a partial withdrawal of account value or full surrender of a Reinsured Policies net of any applicable withdrawal charges. Withdrawal charges, for these purposes, is the total amount that the Ceding Company deducts before paying the cash surrender value upon a full or partial surrender of a Reinsured Policy.

(iii) Other Benefits. Other Benefits is the total amount paid or accrued for rider or other benefits payable under the Reinsured Policy.

E. Net Transfers to (from) Separate Accounts

For each Accounting Period, Net Transfers to/from Separate Accounts is the net amount of all fund transfers initiated by owners of the Reinsured Policies between the Separate Accounts and the general account as well as transfers required to pay any policy charges. Net Transfers from the Separate Accounts to the general account are to be reflected as a positive amount in the “General Account (Coinsurance)” column on Exhibit E. Conversely, Net Transfers to the Separate Accounts from the general account are to be reflected as positive amount in the “Separate Accounts (Modco)” column on Exhibit E.

F. Separate Account Modco Investment Credit

For each Accounting Period, the Separate Account Modco Investment Credit is equal to the sum of all accrued investment income and capital gains and losses, realized and unrealized, on the Ceding Company’s Separate Accounts shown on Exhibit A, which has been credited to (or deducted from) the Reinsured Policies during the Accounting Period. The Separate Account Modco Investment Credit is net of the amount of any fees deducted by underlying funds used with the Reinsured Policies.

It is the intent of the parties that the Separate Account Modco Investment Credit shall be adjusted to reflect gains or losses to the Separate Accounts during the Accounting Period resulting from Reinsurer’s errors in providing services described in Article 6.

G. Modco Reserve Adjustment

For each Accounting Period, the Modco Reserve Adjustment shall be (1) minus (2) minus (3), where,

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(1) Equals a modified coinsurance reserve (the “Modco Reserve”) held by the Ceding Company at the end of the Accounting Period. For these purposes, the Modco Reserve equals the amounts shown on Ceding Company’s statutory statements at the end of the Accounting Period for its Separate Account liabilities related to the Reinsured Policies, including pending claim reserves. Ceding Company may, for purposes of determining Reinsurance Gain, exclude immaterial reserve amounts determined under the then applicable Commissioners Annuity Reserve Valuation Method (CARVM); and

(2) Equals the Modco Reserve, determined in accordance with subsection (1), at the end of the previous Accounting Period, except that for the initial Accounting Period, the Modco Reserve will equal the Modified Coinsurance Reserve determined as of the Effective Date, in accordance with Sections 5.01, 5.02 and 5.03 and Exhibit B of the Agreement.

(3) Equals the Modco Investment Credit as per item F

H. Commission Allowance

For each Accounting Period, the Commission Allowance equals the total amount of commission paid to distributors of the Reinsured Policies to reflect the receipt of premiums on the Policies.

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Exhibit E

Form of Quarterly Accounting and Settlement Report

Accounting Period:                     

Calendar Year:                             

Date Report Completed:                             

Reinsurance Gain/Loss

		General Account (Coinsurance)		Separate Accounts (Modco)
1. Reinsurance Premiums
2. Net Reinsurance Loads & Charges
3. Reinsurance Claims [a + b + c]
a. Death Claims (i + ii)
i.        Account Value
ii.       Death Benefit in Excess of Account Value
b. Withdrawals and Surrenders (i - ii)
i.        Account Value
ii.       Withdrawal Charges
c. Other Benefits
4. Net Transfers to/from Separate Accounts
5. Modco Reserve Adjustment
6. Commission Allowance
REINSURANCE GAIN (1 + 2 - 3 + 4 - 5 - 6 )

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Exhibit E (continued)

Form of Quarterly Accounting and Settlement Report

CASH SETTLEMENT

Cash Settlement on a quarterly basis shall equal the Reinsurance Gain/Loss as defined above adjusted as follows:

    + Reinsurance Gain/Loss

    - Reinsurance Premiums Accrued

    + Death Claims Accrued

    + Withdrawal Benefits Accrued

    + Other Benefits Accrued

    = Reinsurance Cash Settlement

NUMBER OF REINSURED POLICIES

Beginning Balance

Terminations

Ending Balance

		General Account		Separate Account
ACCOUNT VALUE ROLL FORWARD
Beginning Balance
Premiums/Deposits
Loads & Charges
Loan Activity
Transfers
Withdrawals
Deaths
Surrenders
Charges
Net Interest Credited				NA
SA Net Investment Income & Fees		NA
Ending Balance

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Schedule 8.02(b)

Material Litigation and Regulatory Action

None

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Schedule 8.02(c)

List of Reinsurance Agreements

Note: Only the portion of the Reinsurance Agreements that relates to the Coinsured Policies will be transferred.

Reinsurer		Reins Type		Effective Date
AXA CORPORATE SOLUTIONS		YRT		01/01/2001
CANADA LIFE INSURANCE CO.		Coinsurance		10/11/2002
SWISS RE LIFE & HEALTH (CIGNA)		YRT		07/01/1985
MUNICH AMERICAN REASSURANCE CO. (CNA)		YRT		01/01/2000
EMPLOYERS REASSURANCE CORP.(KC)		YRT		01/01/2000
EMPLOYERS REASSURANCE CORP.(KC)		Coinsurance		01/01/2001
EMPLOYERS REASSURANCE CORP.(KC)		YRT		06/21/2003
GENERAL RE LIFE CORPORATION		YRT		01/01/1981
GENERAL RE LIFE CORPORATION		Coinsurance		02/01/1995
GENERAL RE LIFE CORPORATION		YRT		01/01/2000
GENERAL RE LIFE CORPORATION		YRT		04/28/2004
GENERAL RE LIFE CORPORATION		YRT		03/01/2004
GENERALI USA LIFE REASSURANCE CO.		YRT		01/01/2005
IDEALIFE INSURANCE COMPANY		YRT		01/01/2000
SWISS RE LIFE & HEALTH (LR)		Coinsurance		02/01/1995
SWISS RE LIFE & HEALTH (LR)		Coinsurance		01/01/2001
LINCOLN NATIONAL LIFE INSURANCE CO.		Coinsurance		02/01/1995
LINCOLN NATIONAL LIFE INSURANCE CO.		YRT		01/01/2000
LINCOLN NATIONAL RE CO (BARBADOS) LTD		YRT		01/01/2000
M LIFE INSURANCE CO.		YRT		01/01/1992
M LIFE INSURANCE CO.		Modco		01/01/2004
MUNICH AMERICAN REASSURANCE CO.		Coinsurance		01/01/2001
MUNICH AMERICAN REASSURANCE CO.		Coinsurance		10/11/2002
MUNICH AMERICAN REASSURANCE CO.		YRT		01/01/2005
OPTIMUM RE. INSURANCE CO.		YRT		01/01/2005
RGA AMERICAS RE. CO. LTD (BARBADOS)		YRT		01/01/2000
RGA REINSURANCE CO.		YRT		01/01/1984
RGA REINSURANCE CO.		YRT		08/01/1991
RGA REINSURANCE CO.		YRT		10/01/1995
RGA REINSURANCE CO.		YRT		01/01/2000
RGA REINSURANCE CO.		YRT		08/15/2002
RGA REINSURANCE CO.		YRT		06/21/2003
RGA REINSURANCE CO.		YRT		04/28/2004
RGA REINSURANCE CO.		Coinsurance		02/01/1995
SCOR LIFE RE		YRT		01/01/2001
SCOTTISH RE LIFE CORP (PHOENIX)		YRT		06/01/1997
SCOTTISH RE. (USA) INC.		Coinsurance		01/01/2001
SCOTTISH RE. (USA) INC.		Coinsurance		10/11/2002

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Reinsurer		Reins Type		Effective Date
SECURITY LIFE OF DENVER		YRT		08/15/2002
SECURITY LIFE OF DENVER		Coinsurance		10/11/2002
SECURITY LIFE OF DENVER		YRT		06/21/2003
SECURITY LIFE OF DENVER		YRT		04/28/2004
LINCOLN NATIONAL LIFE INSURANCE CO.		Coinsurance		01/01/2001
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		Coinsurance		02/01/1995
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		Coinsurance		01/01/2001
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		Coinsurance		10/11/2002
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		YRT		06/21/2003
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		YRT		04/28/2004
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY		YRT		01/01/2005
WILTON REASSURANCE BERMUDA LTD.		YRT		01/01/2000
WILTON REASSURANCE COMPANY		YRT		01/01/2000

35