Twenty-First Amendment to Automatic YRT Reinsurance Agreement

Twenty-First Amendment to Automatic YRT Reinsurance Agreement

("Twenty-First Amendment")

Reference is made to the Automatic YRT Reinsurance Agreement, dated effective [*], and identified as Treaty Number [*] (herein the "Agreement"), by and between RiverSource Life Insurance Company ("Ceding Company") and [*] ("Reinsurer"), as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Revised Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the Seventeenth Amendment, the Eighteenth Amendment, the Nineteenth Amendment, and the Twentieth Amendment to the Agreement, the General Amendment increasing Ceding Company retention as of [*], and the General Amendment effective [*] ("Prior Amendments"). The undersigned parties hereby agree that the Agreement, as amended by the Prior Amendments, shall be and is hereby amended and incorporated as follows:

1.Exhibit B and Exhibit D of the Agreement, as amended by the Prior Amendments, are deleted and replaced by the attached revised Exhibit B and Exhibit D each marked [*], in order to add coverage for a new Variable Universal Life product ("VUL6") and certain riders to this product, collectively the "VUL6 Plans". Reinsurance premiums for policies on VUL6 Plans will be based on Schedule D-3. For the avoidance of doubt, the parties agree and acknowledge that: (i) There are no changes to Schedules ▇-▇, ▇-▇, and D-3; (ii) Coverage for all previously reinsured plans under the Agreement for existing and new business remains in force in accordance with the terms of the Agreement as amended by the Prior Amendments; and (iii) Reinsurance premiums, reinsurance allowances and Reinsurer's Percentage Share shall likewise remain unchanged for all other previously reinsured plans.

2.With respect to Article 12 related to recapture, the recapture periods for existing and new business on all reinsured plans remain unchanged at [*] years. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force for any reinsured plan may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate ([*] quota share retention rate for [*], for Variable Universal Life Plan policies with issue date [*] and later, [*], and for all associated riders) outlined in Exhibit A, or both.

3.The Agreement shall apply to all eligible policies issued on the VUL6 Plans with effective dates on or after [*], including any policies applied for on or after such date that are backdated up to six months. The Ceding Company will have the right to backdate policies up to six (6) months for the purpose of saving age. Such backdated policies will be covered by this Agreement even if the backdated issue age precedes the effective date of this Amendment. Notwithstanding the preceding, backdating to save age is not available to increase the Automatic Binding or Jumbo Limits stated in Exhibit B.

4.With respect to Article 8.3 relating to Transition, introduction of the VUL6 Plans into any jurisdiction shall be treated as separate from introduction of previously reinsured plans, such that in

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each instance there shall be a transition period as set forth in Article 8.3. For purposes of the introduction of the VUL6 Plans, the free look period administered by the Ceding Company will be ninety (90) days.

Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement as amended by the Prior Amendments. Except as expressly amended above, all other terms of the Agreement, as amended by the Prior Amendments, together with all exhibits and attachments thereto, remain in full force and effect. This Twenty-First Amendment is effective [*] upon execution by both of the undersigned parties. This Twenty-First Amendment is made in duplicate and executed below by authorized officers of both parties.

[*]

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calculating the Reinsured Net Amount at Risk is [*]. For VUL Plans with issue date prior to [*], but on or after [*], Reinsurer's Percentage Share for purposes of calculating the Reinsured Net Amount at Risk is [*]. For VUL Plans with issue date prior to [*], Reinsurer's Percentage Share for purposes of calculating the Reinsured Net Amount at Risk is [*].

[*]

Facultative cessions will be negotiated on a case-by-case basis. Ceding Company at its discretion may submit any policy for facultative consideration rather than automatic cession or in cases where automatic capacity has been exhausted. For facultative cessions, the Ceding Company's Retained Share and the Reinsured Net Amount at Risk shall be determined in the manner described in Exhibit A.

B.3 Automatic Binding Limits

[*]

B.4 Jumbo Limits

[*]

B.5 Conditional Receipt or Temporary Insurance Agreement

The Reinsurer's liability will not exceed its proportionate share of

a)Five hundred thousand dollars ($500,000), or

b)One million dollars ($1,000,000) if the amount is ordered by court of competent jurisdiction or the result of a settlement with the beneficiary.

B.6 Cession Limits

Minimum Initial Cession: None.

B.7 International Risks

Ceding Company may automatically cede risk on any international client in accordance with the eligibility criteria and application requirements set forth in the Ceding Company's "Guidelines for Underwriting International Clients". The parties acknowledge that the guidelines in use as of the effective date have been supplied to and approved by the Reinsurer.

The Ceding Company will promptly notify the Reinsurer of any proposed material changes in its "Guidelines for Underwriting International Clients". This Agreement will not extend to policies issued pursuant to such changes unless the Reinsurer has consented in writing to accept policies subject to such changes.

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B.8 [*]

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