FUNDS WITHHELD COINSURANCE AGREEMENT between AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of October 1, 2013

FUNDS WITHHELD COINSURANCE AGREEMENT between AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of October 1, 2013

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Exhibit 10.13

EXECUTION VERSION

(Non-Financed NLG)

FUNDS WITHHELD COINSURANCE AGREEMENT

between

AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK

and

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Dated as of October 1, 2013

TABLE OF CONTENTS


ARTICLE		Page

ARTICLE I DEFINITIONS AND CONSTRUCTION			1

Section 1.1	Definitions		1
Section 1.2	Construction		10

ARTICLE II COINSURANCE			11

Section 2.1	Scope and Basis of Reinsurance		11
Section 2.2	Reinsuring Clause		11
Section 2.3	Allocation of Assets and Ceding Commission		11
Section 2.4	Net Retained Liabilities		13
Section 2.5	Guaranty Fund Assessments and Premium Taxes		15
Section 2.6	Other Reinsurance		16
Section 2.7	Policy Changes and Non-Guaranteed Elements		16
Section 2.8	Premiums		17
Section 2.9	Assignment; Security Interest		17
Section 2.10	Hedging		18
Section 2.11	Existing Interest Maintenance Reserve		19
Section 2.12	Retention		20
Section 2.13	Cash Flow Testing Reserves		20

ARTICLE III REINSURANCE LIABILITY			20

Section 3.1	Reinsurance Liability		20
Section 3.2	Other Reinsurance		20
Section 3.3	Disclaimer		21

ARTICLE IV CERTAIN FINANCIAL PROVISIONS			21

Section 4.1	Credit for Reinsurance		21
Section 4.2	RBC Reports		22
Section 4.3	Establishment of the Funds Withheld Account		22

ARTICLE V PLAN OF REINSURANCE			24

Section 5.1	Plan		24
Section 5.2	Follow the Fortunes		24
Section 5.3	Reductions and Terminations		24
Section 5.4	Reinstatements		24
Section 5.5	Contractual Conversions; Internal Replacement		24
Section 5.6	Policy List Errors		25
Section 5.7	Renewal Commissions		25

ARTICLE VI ADMINISTRATION			26

Section 6.1	Administrative Services		26
Section 6.2	Net Settlements		26


ARTICLE VII DAC TAX		27

Section 7.1	DAC Tax Election	27

ARTICLE VIII INSOLVENCY		28

Section 8.1	Insolvency	28
Section 8.2	Expenses	28

ARTICLE IX TERMINATION		29

Section 9.1	Duration of Coinsurance	29
Section 9.2	Termination	29
Section 9.3	Termination by the Company	29
Section 9.4	Termination by the Reinsurer	29
Section 9.5	Settlement Upon Termination	30

ARTICLE X RESOLUTION OF CERTAIN DISPUTES		30

Section 10.1	Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium	30
Section 10.2	Disputes over Calculations	33

ARTICLE XI INDEMNIFICATION		33

Section 11.1	Indemnification of the Reinsurer by the Company	33
Section 11.2	Indemnification of the Company by the Reinsurer	34

ARTICLE XII CONFIDENTIALITY		34

Section 12.1	Confidentiality	34

ARTICLE XIII REPRESENTATIONS AND WARRANTIES		35

Section 13.1	Representations and Warranties of Reinsurer	35
Section 13.2	Representations and Warranties of the Company	36

ARTICLE XIV GENERAL PROVISIONS		37

Section 14.1	Errors and Omissions	37
Section 14.2	Offset and Recoupment	37
Section 14.3	Expenses	38
Section 14.4	Parties to this Agreement	38
Section 14.5	Authority	38
Section 14.6	No Assignment	38
Section 14.7	Notices	38
Section 14.8	Severability	40
Section 14.9	Announcements	40
Section 14.10	Schedules, Annexes and Exhibits	40
Section 14.11	Entire Agreement	40
Section 14.12	Binding Effect	40
Section 14.13	Waiver and Amendment	40

INDEX OF SCHEDULES


Schedule 1.1(i)		Assumed Reinsurance Agreements
Schedule 1.1(ii)		Other Reinsurance
Schedule 2.11		Existing Interest Maintenance Reserve

INDEX OF ANNEXES


Annex A		List of Initial Reinsurance Assets
Annex B		Net Settlements
Annex C		List of ▇▇ ▇▇▇▇▇▇
Annex D		Life Reference Balance Sheet
Annex E		Additional Life Reference Balance Sheet Assets
Annex F		Policy List

iii

FUNDS WITHHELD COINSURANCE AGREEMENT

This Funds Withheld Coinsurance Agreement (this “Agreement”), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).

RECITALS

WHEREAS, the Company desires to cede or retrocede to the Reinsurer, on the terms and conditions stated herein, all of its liabilities under certain life insurance policies issued and reinsured by it;

WHEREAS, the Reinsurer desires to reinsure such policies from the Company on the terms and conditions stated herein;

WHEREAS, the Company and the Reinsurer intend that the reinsurance by the Reinsurer shall be on a 100% coinsurance funds withheld basis; and

WHEREAS, subject to a transition services agreement entered into on the date hereof between Aviva USA Corporation and the Reinsurer (the “Transition Services Agreement”), the Company and the Reinsurer intend that the Reinsurer will provide certain administrative services for policies reinsured hereunder, and the Company and the Reinsurer have entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Reinsurer shall provide such administrative services on the terms and conditions stated therein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Reinsurer hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. Unless the context requires otherwise, for all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

“Action” has the meaning ascribed thereto in the Purchase Agreement.

“Actual Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Additional Life Reference Balance Sheet Assets” means the additional assets referenced in the Life Reference Balance Sheet as set forth on Annex E hereto.

“Additional Reserve Requirement” has the meaning ascribed thereto in Section 2.13(a).

“Administrative Services Agreement” has the meaning ascribed thereto in the Recitals.

“Administrator” means the Reinsurer in its capacity as administrator under the Administrative Services Agreement.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Agreement” has the meaning ascribed thereto in the Recitals.

“Applicable Law” means any law, statute, regulation, rule, ordinance, order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or assets, as may be amended from time to time.

“Applicable Rate” means, with respect to any date of determination, an interest rate equal to one-month LIBOR for dollars that appears on page LIBOR 01 (or a successor page) of the Reuters Telerate Screen as of 11:00 a.m., London time, on such date.

“Assigned EI Hedge Costs Amount” shall mean, with respect to each EI Hedge, an amount equal to the gross actual direct acquisition costs paid by the Company for such EI Hedge. For the avoidance of doubt, the Assigned EI Hedge Costs Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assigned EI Hedge Proceeds Amount” shall mean, with respect to each EI Hedge and for each applicable Monthly Accounting Period, an amount equal to any amounts actually received (or deemed received) by the Company from the relevant Hedge Counterparty during such Monthly Accounting Period in accordance with the provisions of such EI Hedge, including upon an early exercise of an EI Hedge by the Company. For the avoidance of doubt, the Assigned EI Hedge Proceeds Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assumed Reinsurance Agreement” means any reinsurance agreement in effect as of the Effective Time under which the Company assumes liabilities or obligations with respect to any Policy, including the assumed reinsurance agreements listed on Schedule 1.1(i) hereto.

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in Boston, Massachusetts, New York, New York or Des Moines, Iowa are required or authorized by Applicable Law to be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning ascribed thereto in Section 2.9(b).

“Company” has the meaning ascribed thereto in the Recitals.

“Company Indemnified Parties” has the meaning ascribed thereto in Section 11.2.

“Company Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Confidential Information” means (a) with respect to the Company, any information with respect to the Company (other than information relating to the Policies) that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Company (other than proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Policies) and information or knowledge about the Company’s processes, services, finances and pricing and reserving methodology and (b) with respect to the Reinsurer, any information with respect to the Policies or the Reinsurer that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of Policies and information or knowledge about the Reinsurer’s processes, services, finances and pricing and reserving methodology.

“Consultation Period” has the meaning ascribed thereto in Section 10.1(b).

“CPA Firm” has the meaning ascribed thereto in Section 10.1(b).

“Effective Date” means October 1, 2013.

“Effective Time” means 12:00:01 a.m. Eastern time on the Effective Date.

“EI Hedge” and “▇▇ ▇▇▇▇▇▇” have the meanings ascribed thereto in Section 2.10(a).

“Equity Indexed Reinsured Policies” means all indexed universal life insurance Policies included in the Reinsured Policies.

“Estimated Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(ii).

“Excess FWA Draw Amount” has the meaning ascribed thereto in Section 4.3(d).

“Excess FWA Draw Interest Amount” has the meaning ascribed thereto in Section 4.3(d).

“Excluded Reinsured Liability” means a Loss that a Buyer Indemnified Person under the Purchase Agreement suffers that, if such Loss were suffered by a “Buyer Indemnified Person” under the SPA, would be indemnified by Aviva plc under the SPA.

“Existing Interest Maintenance Reserve” means the amounts set forth on Schedule 2.11 as revised as of the Effective Date.

“Extra Contractual Obligations” means all obligations or Losses (whether known or unknown, contingent or otherwise) incurred or arising at any time under or relating to any Policy that are not provided by the contractual benefits arising under the express terms and conditions of such Policy or are in excess of the applicable Policy benefits, including any liability for taxes, toll charges, fines, penalties, forfeitures, excess or penalty interest, punitive, special, exemplary or other form of extra-contractual damages or attorneys’ fees and costs awarded, which obligations or Losses arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise, including obligations or Losses arising out of or relating to: (a) the form, marketing, distribution, sale, underwriting, issuance, cancellation or administration of the Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Policies; (c) the failure to pay, the delay in payment of, or errors in calculating or administering the payment of, benefits, claims or any other amounts due or alleged to be due under or in connection with the Policies; (d) Premium Taxes other than those settled under Section 2.5 in connection with premiums received under the Policies; (e) the failure of any Policy to provide the purchaser, policyholder, account holder or other holder or intended beneficiaries thereof with tax treatment under the Code that is the same as or more favorable than the tax treatment under the Code (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the Policy by the Company or any of its predecessors or (ii) for which policies or contracts of that type were reasonably expected to qualify under the Code; (f) the treatment of any Policy as a “modified endowment contract” within the meaning of Section 7702A of the Code, except where the holder of the Policy shall have consented to its status as a “modified endowment contract” under Section 7702A; (g) the failure of the Company to comply with any applicable tax information reporting, withholding or disclosure requirements with respect to distributions or payments made pursuant to the Policies; (h) any taxes applicable to the Reinsurance Assets (but excluding the Company’s share of any taxes under Section 14.3); and (i) the failure to pay, the delay in payment, or errors in calculating or administering the payment of, unclaimed property, escheat or other similar liabilities related to the Policies; provided that “Extra Contractual Obligations” will not under any circumstances include (x) any such liabilities, obligations or Losses incurred or arising solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer in writing or (y) U.S. federal or state income or capital stock or similar taxes (or any interest or penalties imposed with respect to the payment or reporting thereof) imposed upon the Company or any of its Affiliates.

“Fair Market Value” means, with respect to any asset, the fair market value thereof calculated in accordance with the accounting and actuarial practices of the Company, consistently applied.

“Funds Withheld Account” has the meaning ascribed thereto in Section 4.3(a).

“Funds Withheld Account Adjustment” has the meaning ascribed thereto in Section 6.2(d).

“Funds Withheld Account Amount” means, as of any date of determination, an amount equal to (i) (A) the Reinsurer’s Share of the Statutory Reserves, plus (B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, in each case, as of such date of determination and determined in accordance with SAP, consistently applied.

“Funds Withheld Account Balance” means, as of a given date, the value of the Reinsurance Assets as reflected in the statutory books and records of the Company as of such date, determined in accordance with SAP, plus (b) the amount of any Excess FWA Draw Amount outstanding as of such date, plus (c) the amount of any Excess FWA Draw Interest Amount accrued but unpaid as of such date.

“Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator.

“Governmental Order” means any order, writ, judgment, injunction, declaration, decree, stipulation, determination, award, agreement or permitted practice entered by or with any Governmental Entity.

“Hedge Counterparty” means, with respect to each EI Hedge, the counterparty of the Company with respect to such EI Hedge.

“Initial Cash Flow Testing Reserves” shall mean additional actuarial reserves posted by the Company in connection with the Reinsured Polices as a result of the Company’s most recent triennial exam, which the parties agree shall equal zero dollars ($0).

“Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(i).

“Initial Coinsurance Premium Adjustment” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Initial Coinsurance Premium Reconciliation Statement” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Investment Income” means, with respect to any Monthly Accounting Period, (a) the book value investment earnings of the Reinsurance Assets calculated in accordance with SAP plus (in the case of gains) or minus (in the case of losses) all realized (including other than temporary impairments) gains and losses associated with the Reinsurance Assets reflected in the Company’s statutory financial statements prepared in accordance with SAP.

“Life Reference Balance Sheet” means the balance sheet for the Life Business (as defined in the Purchase Agreement) attached as Annex D hereto.

“Losses” means any damages, claims, losses, liabilities, charges, actions, suits, proceedings, deficiencies, taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable attorneys’ fees and expenses).

“Monthly Accounting Period” means, with respect to any calendar month, the period beginning on the first day of such calendar month and ending on the last day of such calendar month.

“Net Retained Liabilities” means, with respect to any time of determination, all liabilities or obligations in respect of any Policy that, under the terms of any Other Reinsurance Agreement covering such Policy, (a) the Company is required to retain unreinsured and for its own account or (b) in the opinion of the Company and the Reinsurer, requires consent from any party to such Other Reinsurance Agreement in order to effect reinsurance under this Agreement, and as to which a waiver of such requirement or other consent has not been obtained prior to such time of determination.

“Net Retained Liabilities Adjustment Period” has the meaning ascribed thereto in Section 2.4(b)(iii).

“Net Retained Liability Reserve Transfer Amount” means, with respect to any Net Retained Liability for which subsequent to the Effective Date a waiver or consent is obtained to reinsure such Net Retained Liability under the terms of this Agreement or the Parties otherwise agree that any such waivers or consents shall not be required as a condition to coverage hereunder, the sum of (a) the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to such Net Retained Liability as of the Effective Date, less (b) the Reinsurer’s Share of (x) policy loan balances on such Net Retained Liability as of the Effective Date, and (y) net due and deferred Premiums on such Net Retained Liability as of the Effective Date, reduced by credit for reinsurance taken by the Company in respect of such Net Retained Liability for Other Reinsurance as of the Effective Date.

“Net Settlement” has the meaning ascribed thereto in Section 6.2(a).

“Non-Guaranteed Elements” has the meaning ascribed thereto in Section 2.7(b).

“Notice of Agreement” has the meaning ascribed thereto in Section 10.1(a).

“Other Reinsurance” means reinsurance ceded with respect to Reinsured Policies under the terms of the ceded reinsurance agreements that the Company has entered into with third parties prior to the Effective Time covering the Reinsured Policies, including the ceded reinsurance agreements listed on Schedule 1.1(ii), and any ceded reinsurance agreement entered into by the Company with the Reinsurer’s prior written consent pursuant to Section 2.6, as all such reinsurance ceded may be in force from time to time.

“Other Reinsurance Agreements” means the reinsurance treaties and agreements documenting the Other Reinsurance (including all amendments and modifications thereto entered into prior to the Effective Date or pursuant to Section 3.2).

“Other Reinsurance Benefits” means, for any period, the aggregate amount of benefits, fees, allowances and other amounts actually received by the Company for reinsurance ceded pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Reinsurance Premiums” means, for any period, the aggregate amount of premiums paid by the Company pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Transaction Agreements” means, collectively, all of the Transaction Documents other than this Agreement.

“Party” has the meaning ascribed thereto in the Recitals.

“Parties” has the meaning ascribed thereto in the Recitals.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity.

“Policies” means, collectively, the Term Policies and the UL Policies.

“Policy List” means the list of policies set forth on Annex F, together with any written update to such file provided by the Company to the Reinsurer and, with respect to policies included on any such written update, which were issued or assumed by the Company prior to January 1, 2013 only if such policies are approved in writing by the Reinsurer at least three Business Days prior to the Effective Date.

“Portfolio Yield” means a rate equal to the Yield-to-Maturity of the Barclays Long U.S. Corporate Index as of the last day of the immediately preceding Monthly Accounting Period; provided, however, if the Barclays Long U.S. Corporate Index ceases to be available, the Parties shall endeavor in good faith to agree on a mutually acceptable replacement index and, upon the mutual agreement of the Parties on a replacement index, the “Barclays Long U.S. Corporate Index” shall, for purposes of this definition, be replaced with such replacement index; provided, further, that if the Barclays Long U.S. Corporate Index ceases to be available and the Parties are unable to agree on a mutually acceptable replacement index in respect of any Monthly Accounting Period, then the “Portfolio Yield” for such Monthly Accounting Period shall be equal to 5.00% per annum.

“Premiums” means premiums and considerations due or to become due, premiums deferred and uncollected, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements and similar amounts, which are or were held, received or collected by the Company, or which are now due or will become due from any source under or in connection with the Reinsured Policies, but not including Other Reinsurance Premiums.

“Premium Taxes” has the meaning ascribed thereto in Section 2.5(b).

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of April 30, 2013, between Athene Holding Ltd. and Commonwealth Annuity and Life Insurance Company.

“RBC Ratio” means the ratio, as of the date of determination, of the Reinsurer’s “total adjusted capital” over its “company action level risk-based capital”, as such terms are defined

and prescribed by requirements promulgated by the National Association of Insurance Commissioners and regulations adopted by the insurance regulatory authorities in the Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of each calendar quarter, and using reserving methodologies and asset classifications that are in accordance with generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners and the insurance regulatory authority in the Reinsurer’s state of domicile, consistently applied throughout the specified period and in the immediately prior comparable period; provided, that in the event there is a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s state of domicile with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of and methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Effective Date within thirty (30) calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer shall continue to calculate its RBC Ratio as if such material change had not occurred.

“Reinsurance Assets” has the meaning ascribed thereto in Section 4.3(a).

“Reinsured Liabilities” means all gross liabilities and obligations, net of Other Reinsurance Benefits, to the extent such liabilities and obligations arise out of or relate to the Reinsured Policies, including payments of any such liabilities or obligations to any Governmental Entity, whether for tax withholding, escheat, unclaimed property or otherwise, and Extra Contractual Obligations, but excluding (i) any liabilities or obligations arising out of or relating to the Reinsured Policies that have been incurred but not reported prior to the Effective Time, (ii) Net Retained Liabilities and (iii) those liabilities that are indemnified by Athene Holding Ltd. under Section 7.2(a)(ii) of the Purchase Agreement.

“Reinsured Policies” has the meaning ascribed thereto in Section 2.1.

“Reinsurer” has the meaning ascribed thereto in the Recitals.

“Reinsurer Indemnified Parties” has the meaning ascribed thereto in Section 11.1.

“Reinsurer’s Objection” has the meaning ascribed thereto in Section 10.1(a).

“Reinsurer’s Share” has the meaning ascribed thereto in Section 2.2.

“Reinsurer Termination Event” means any failure by the Company (or any successor by operation of law of the Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Company) to pay any material amount of Premiums or other amounts due to the Reinsurer under this Agreement payable by the Company if such failure has not been cured within ninety (90) calendar days after receipt of written notice thereof from the Reinsurer.

“Reinsurer Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Representatives” has the meaning ascribed thereto in Section 12.1.

“Review Period” has the meaning ascribed thereto in Section 10.1(a).

“SAP” means the statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

“SPA” means the Stock Purchase Agreement (as amended, modified or supplemented in accordance with its terms), dated as of December 21, 2012, between Aviva plc and Athene Holding Ltd.

“SPA Adjusted Coinsurance Premium” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“SPA Coinsurance Premium Reconciliation Statement” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“Statutory Book Value” means the carrying value of the subject asset or liability on the books of the Reinsurer for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile, consistently applied.

“Statutory Reserves” means, as of any date of determination, the gross statutory reserves (including deficiency reserves and interest maintenance reserves) and any additional policy-related liabilities, including additional actuarial reserves (as used in connection with SAP) that are required to be held by the Company with respect to the Reinsured Policies as of such date of determination, in each case, as determined in accordance with SAP, consistently applied, and reduced by credit for reinsurance taken by the Company in respect of the Reinsured Policies for Other Reinsurance as of such date of determination. The parties agree that the additional actuarial reserves for purposes of calculating the “Initial Coinsurance Premium” shall be the Initial Cash Flow Testing Reserves. For the avoidance of doubt, Statutory Reserves shall not include any reserves relating to liabilities or obligations arising out of or relating to the Reinsured Policies that have been incurred but not reported prior to the Effective Time.

“Taxes” has the meaning ascribed thereto in the Purchase Agreement.

“Tax Returns” has the meaning ascribed thereto in the Purchase Agreement.

“Term Policies” means all single life 10-, 20- and 30-year level premium term life policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the model regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly referred to as Regulation XXX, which were: (i) issued by the Ceding Company during the period January 1, 2010 through December 31, 2012, both days inclusive, and listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated by the Company in accordance with Section 5.4 hereof.

“Terminal Accounting and Settlement Report” has the meaning ascribed thereto in Section 9.5.

“Transaction Documents” has the meaning ascribed thereto in the Purchase Agreement.

“Transition Services Agreement” has the meaning ascribed thereto in the Recitals.

“UCC” means the Uniform Commercial Code, as said code has been enacted in the State of New York or any other applicable jurisdiction.

“UL Policies” means all single and joint-life universal life with no-lapse guarantee policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the model regulation entitled “Valuation of Life Insurance Policies Model Regulation,” as clarified by Actuarial Guideline 38, commonly referred to as Regulation AXXX which were (i) issued by the Ceding Company during the period January 1, 2010 through December 31, 2012, both days inclusive and, in the case of each of (a) and (b), listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated by the Company in accordance with Section 5.4 hereof.

“Unresolved Items” has the meaning ascribed thereto in Section 10.1(b).

Section 1.2 Construction.

(a) For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated.

(b) Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

(d) Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders.

(e) All references herein to Articles, Sections, Subsections, Paragraphs, Exhibits, Annexes and Schedules shall be deemed references to Articles, Sections, Subsections and Paragraphs of, and Exhibits, Annexes and Schedules to, this Agreement, unless the context shall otherwise require.

(f) Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such statute, agreement, document or section as amended, modified, restated, supplemented or otherwise changed (including any successor section) and in effect from time to time.

(g) All terms defined in this Agreement shall have the defined meaning when used in any Schedule, Annex, Exhibit, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise defined therein.

ARTICLE II

COINSURANCE

Section 2.1 Scope and Basis of Reinsurance. The reinsurance provided under this Agreement applies to all Policies (collectively, the “Reinsured Policies”).

Section 2.2 Reinsuring Clause. Subject to the terms and conditions of this Agreement, the Company hereby cedes and the Reinsurer hereby reinsures on a coinsurance funds withheld basis as of the Effective Time, 100% (the “Reinsurer’s Share”) of all Reinsured Liabilities.

Section 2.3 Allocation of Assets and Ceding Commission.

(a) Coinsurance Premium.

(i) On the Effective Date, the Company will allocate to the Funds Withheld Account an initial coinsurance premium that relates to the Reinsured Policies consisting of assets that are listed and that have the Statutory Book Values set forth on Annex A (the “Initial Reinsurance Assets”) and cash, equal to the Reinsurer’s Share of the following amount: (A) the Statutory Reserves held by the Company with respect to the Reinsured Policies, plus (B) the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, minus (C) the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (D) the net due and deferred Premiums on the Reinsured Policies, minus (E) the aggregate Statutory Book Value of the ▇▇ ▇▇▇▇▇▇ as of the Effective Date, plus (F) the other liabilities set forth on the Life Reference Balance Sheet, minus (G) the Additional Life Reference Balance Sheet Assets, in the case of each of clauses (A) through (C), determined in accordance with SAP, consistently applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the policies from which Net Retained Liabilities, if any, arise.

(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (x) with respect to each of the items set forth in clauses (A), (B), (C), (F) and (G) of the definition of “Initial Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the items set forth in clauses (D) and (E) of the definition of the “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be determined by the Company in good faith and in a

manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.

(iii) On the Effective Date, the Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Initial Reinsurance Assets, which will be based on Annex A, and will include the Statutory Book Value of the Initial Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.

(iv) No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (G) of the definition of the “Initial Coinsurance Premium” (such amount, the “Actual Initial Coinsurance Premium”) and (2) the Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Statutory Book Value of the Initial Reinsurance Assets on the Effective Date minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(ii). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Company shall be entitled to decrease the Funds Withheld Account Balance by withdrawing Reinsurance Assets having, in the aggregate, a Statutory Book Value equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(v) No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA) in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same

form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (E) of the definition in the “Initial Coinsurance Premium” (such amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Actual Initial Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the SPA Coinsurance Premium Adjustment is negative then the Company shall be entitled to decrease the Funds Withheld Account Balance by withdrawing from the Reinsurance Assets having, in the aggregate, a Statutory Book Value equal to the absolute value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(b) Ceding Commission. Neither the Reinsurer nor the Company shall be required to pay a ceding commission hereunder.

Section 2.4 Net Retained Liabilities.

(a) The Company shall be solely responsible for, and the Reinsurer will cooperate reasonably to obtain all waivers and consents necessary in order to reinsure 100% of the Net Retained Liabilities under this Agreement. The Company and the Reinsurer, at the Company’s reasonable instruction, shall each use their reasonable best efforts in the context of current market conditions to obtain any such waivers and consents (it being understood that the Company’s and the Reinsurer’s executive officers shall, to the extent reasonably appropriate, be personally engaged in that process) and promptly advise the other Party of any communications with respect to any such waivers and consents. All correspondence from the Reinsurer to any Person from whom such a waiver or consent is sought shall be in a form approved by the Company. The Company shall effect any such action with respect to such waivers and consents, including sending correspondence requesting such waivers and consents. To the extent that after the Effective Time, any written waivers or consents are

obtained to reinsure a Net Retained Liability in respect of a Policy under the terms of this Agreement or the Parties otherwise agree in writing that any such waivers or consents shall not be required as a condition to coverage of such Policy hereunder, then the liability and obligation pertaining to such Policy shall no longer be deemed a Net Retained Liability for purposes of this Agreement and the liability and obligation pertaining to such Policy shall be reinsured hereunder effective as of the date of such written consent, waiver or agreement by the Parties, as applicable.

(b) With respect to any such written waiver or consent that is obtained or any such other agreement between the Parties that any such waivers or consents shall not be required as a condition to coverage hereunder, in each case, after the Effective Date:

(i) the Company shall pay the Reinsurer an amount of cash equal to the Net Retained Liability Reserve Transfer Amount with respect to such Net Retained Liability for which waiver or consent was obtained or with respect to which the Parties agreed did not require a consent or waiver as a condition to coverage hereunder;

(ii) the Company shall deliver to the Reinsurer a statement setting forth the Company’s good faith calculation of the difference (whether positive or negative) between (x) the aggregate amount of the premiums and considerations, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements, reinsurance recoverables and similar amounts, received or collected by the Company in respect of the portion of the Policies from which the relevant Net Retained Liabilities arise during the period following the Effective Date and prior to the date on which such waiver or consent was obtained or with respect to which the Parties agreed such waiver or consent was not required as a condition to coverage hereunder (the “Net Retained Liabilities Adjustment Period”); and (y) the aggregate amount equal to the obligations, including any and all death claims, cash surrender benefits, policyholder dividends, reinsurance premiums, commissions and similar amounts, arising out of or relating to the portion of the Policies from which the relevant Net Retained Liabilities arise (including Extra Contractual Obligations) incurred by the Company during the Net Retained Liabilities Adjustment Period. If such amount is positive, then such amount shall be due to be paid the Company by the Reinsurer, and if such amount is negative, then such amount shall be due to be paid to the Reinsurer by the Company, in each case, together with an amount of interest on such payment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment; and

(iii) The payment of the amounts in clauses (i) and (ii) shall be reflected in the Net Settlement for the month in which such consent or waiver was obtained and paid in accordance with Section 6.2.

(c) For the avoidance of doubt, prior to obtaining any such required written consents or waivers, or the making of any such written agreement, the portion of each Policy from which Net Retained Liabilities arise shall not be deemed to constitute a Reinsured Policy for purposes of this Agreement; provided that the Reinsurer shall provide

administrative services with respect to any Net Retained Liabilities (and the associated Policies) pursuant to the Administrative Services Agreement. Except as otherwise contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability.

Section 2.5 Guaranty Fund Assessments and Premium Taxes.

(a) Guaranty Funds Assessments. In the event the Company is required to pay an assessment on or after the Effective Date in respect of the Reinsured Policies to any insurance guaranty, insolvency or other similar fund maintained by any jurisdiction, the portion, if any, of such assessment related to such Reinsured Policies shall be reimbursed by the Reinsurer as part of the applicable monthly settlement pursuant to Section 6.2 To the . extent there is any recovery of any such assessment paid by the Reinsurer, the Company shall promptly pay the Reinsurer’s Share of such recovery to the Reinsurer.

(b) Premium Taxes.

(i) The Reinsurer shall pay to the Company a provision for premium taxes and other charges, fees, taxes and assessments, including retaliatory taxes (collectively, “Premium Taxes”), incurred or imposed on or after the Effective Date in connection with premiums written or received under the Reinsured Policies. The provision for Premium Taxes shall be estimated at 1.8% of premiums received under the Reinsured Policies, as calculated on a monthly basis, and shall be paid by the Reinsurer to the Company as part of the monthly settlement pursuant to Section 6.2 and adjusted annually to an actual rate for each year as part of the monthly settlement pursuant to Section 6.2 for the second calendar month of the following year, with such monthly settlement to reflect the difference between actual Premium Taxes in respect of the Reinsured Policies (after giving effect to any offsets for guaranty fund assessments reimbursed by the Reinsurer pursuant to Section 2.5(a)) and estimated Premium Taxes.

(ii) Each Party shall promptly notify the other in writing upon receipt by it or any of its Affiliates of notice of any pending or threatened Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes.

(iii) The Company shall have the right to control the conduct of any Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes, and to employ counsel of the Company’s choice; provided, that the Reinsurer shall be permitted, at the Reinsurer’s expense, to be present at, and to participate in, any Action related to Premium Taxes. Notwithstanding such control, the Company shall not settle, either administratively or after the commencement of litigation, any claim for Premium Taxes without providing reasonable advance written notice to, and an opportunity for prior consultation with, the Reinsurer. The Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the preparation for any Premium Tax audit or other Action related to Premium Taxes, and the prosecution or defense of any Action related to any Premium Taxes or any Premium Tax Returns filed in connection with such Premium Taxes. The Parties shall reasonably cooperate with each other in the conduct of any

Action related to any Premium Taxes. Any information obtained under this Section 2.5(b)(iii) shall be kept confidential, except as otherwise reasonably may be required in connection with the filing of Premium Tax Returns or claims for Premium Tax refunds or in conducting any Action related to Premium Taxes.

Section 2.6 Other Reinsurance. This Agreement is written on a “gross” basis and thus the costs and benefits of Other Reinsurance inuring on the Reinsured Policies are intended to be borne by the Reinsurer; provided, that to the extent the Other Reinsurance became unrecoverable (in accordance with the Company’s ordinary-course evaluation and statutory accounting treatment) prior to the Effective Time, the recoverability of such amounts shall be borne by the Company. Other Reinsurance with respect to the Reinsured Policies shall be accounted for herein such that the Reinsurer participates in the Reinsurer’s Share of any premiums, benefits, recoveries, ceding or expense allowances, other allowances and other adjustments as such amounts and such risks are paid, received or otherwise collected by the Company with respect to such Other Reinsurance, it being understood that the Reinsurer shall bear all risk of collecting third party reinsurance (except as otherwise provided in Section 3.2(c)). Risks under the terms of any agreement of Other Reinsurance as shall be terminated or recaptured with the Reinsurer’s prior written consent shall be ceded automatically hereunder to the Reinsurer without any further action required, subject to the receipt by the Reinsurer of the Reinsurer’s Share of any reserve transfer or similar transfer or settlement amount received by the Company from the applicable third party reinsurer. In connection with any such termination or recapture with the Reinsurer’s prior written consent, the Reinsurer shall pay the Reinsurer’s Share of any resulting special transfer or recapture fee incurred by the Company. The Company covenants that absent the prior written consent of the Reinsurer, the Company shall not enter into any new or change any existing reinsurance cession with respect to any of the Reinsured Policies. Notwithstanding this Section 2.6 or Section 3.2, the Company shall retain all rights and primary responsibility with respect to payments under Other Reinsurance Agreements.

Section 2.7 Policy Changes and Non-Guaranteed Elements.

(a) Policy Changes. The Company agrees that it shall not make any changes in the provisions and conditions of a Reinsured Policy or an Assumed Reinsurance Agreement except with the Reinsurer’s prior written consent or to the extent that any change to the terms of any Reinsured Policy is required by Applicable Law. To the extent a change is required by Applicable Law, the Company shall, within a reasonable period of time prior to effecting such change, provide reasonably detailed written notice to the Reinsurer describing the nature of such change and the reasons for making such change. The Company shall also afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent reasonably practicable, to object to such change under applicable administrative procedures to the same extent the Company could make such objection under Applicable Law; provided, that the Reinsurer may only object to such change in the same manner and to the same extent as it objects to any similar change required by any Applicable Law to life insurance policies and contracts of the Reinsurer that are substantially similar to the Reinsured Policies.

(b) Non-Guaranteed Elements. The Company will be responsible for determining the cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends,

as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”); provided, that the Reinsurer may provide written recommendations regarding the Non-Guaranteed Elements to the Company and, provided that such recommendations are the same as the Non-Guaranteed Elements established by the Reinsurer for life insurance policies and contracts of the Reinsurer that are substantially similar to the Reinsured Policies and comply with the written terms of the Policies, Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges. The Company should consider any such recommendations and act reasonably and in good faith in determining whether to accept any such recommendations and shall not unreasonably delay implementation of any accepted recommendations for more than ten (10) Business Days after such recommendations are provided to the Company in writing. Notwithstanding the foregoing, the Company shall retain the responsibility for determining the Non-Guaranteed Elements.

Section 2.8 Premiums. Payment of Premiums to the Reinsurer, as Administrator pursuant to the Administrative Services Agreement, by or on behalf of a policyholder shall be deemed received by the Company. All monies, checks, drafts, money orders, postal notes and other instruments that may be received after the Effective Date by the Company for premiums, fees or other payments on or in respect of the Reinsured Policies shall be held in trust by the Company for the benefit of the Reinsurer and shall be immediately transferred and delivered to the Reinsurer, and any such instruments when so delivered shall bear all endorsements required to effect the transfer of same to the Reinsurer. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any such checks, drafts, money orders and other instruments pertaining to the Reinsured Policies that are payable to, or to the order of, the Company and received by the Reinsurer under this Agreement.

Section 2.9 Assignment; Security Interest.

(a) The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i) and (ii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate actions and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.9(a).

(b) The Parties intend that at all times prior to the termination of this Agreement that the Company’s assignment pursuant to Section 2.9(a) be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal,

equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of all Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement.

(c) This Section 2.9 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Sections 2.1, 2.2, 2.3, 2.8, 6.2 and 12.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 2.9 be interpreted as such.

(d) At or prior to the Effective Time, the Company shall file, and the Reinsurer is authorized to file, any and all financing statements reasonably requested by the Reinsurer in order to perfect the Reinsurer’s right, title and interest under Article 9 of the UCC in and to the Collateral, and the Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest; provided, that the Reinsurer shall be required to bear all out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company in connection with any such action or other thing requested by the Reinsurer.

Section 2.10 Hedging.

(a) The Company shall purchase derivatives to hedge the index risk associated with the Equity Indexed Reinsured Policies (each, an “EI Hedge” and collectively, the “▇▇ ▇▇▇▇▇▇”). The Company hereby conveys, transfers and assigns to the Reinsurer, effective as of the Effective Date, a 100% interest in the gross proceeds in respect of the ▇▇ ▇▇▇▇▇▇ purchased by the Company prior to or following the Effective Date, intended to hedge the index risk associated with the Reinsurer’s Share of the Equity Indexed Reinsured Policies, each such EI Hedge purchased prior to the Effective Date is set forth on Annex C hereto. Such assignment shall occur automatically, without further action on the part of either Party, upon the purchase by the Company of any EI Hedge or, in the case of any ▇▇ ▇▇▇▇▇▇ entered into prior to the date hereof, as of the date hereof. ▇▇ ▇▇▇▇▇▇ assigned under this Section 2.10(a) will be accounted for as funds withheld assets payable by the Company to the Reinsurer.

(b) The Company shall pay to the Reinsurer any Assigned EI Hedge Proceeds Amounts to the Funds Withheld Account.

(c) The Reinsurer shall pay to the Company any Assigned EI Hedge Costs Amounts in accordance with Section 6.2 until the applicable ▇▇ ▇▇▇▇▇▇ have been novated to the Reinsurer.

(d) The Company shall use reasonable care in its hedging activities with respect to the Reinsured Policies, and such activities shall be consistent with the applicable standards set forth in the Transition Services Agreement. In addition, the Company shall not

treat the ▇▇ ▇▇▇▇▇▇ in any respect in a manner that is different than the manner in which it treats the ▇▇▇▇▇▇ it enters into with respect to equity indexed policies issued by the Company that are not Equity Indexed Reinsured Policies.

(e) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the ▇▇ ▇▇▇▇▇▇ and to perform fully each of its obligations thereunder. The Company may not modify, amend or terminate any EI Hedge or waive any of its rights under any such EI Hedge without the Reinsurer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request and if applicable, requiring the collateralization by the Hedge Counterparty of exposure and other amounts required to be paid or delivered thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to terminate any such EI Hedge and shall, at the Reinsurer’s instruction and expense, effect any discretionary action with respect to the management or administration of the ▇▇ ▇▇▇▇▇▇ as the Reinsurer shall reasonably request, including termination, as may be available pursuant to the terms and conditions of any EI Hedge; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such discretionary action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such discretionary action as reasonably requested by the Reinsurer. The Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer, pursue commercially reasonable management and collection efforts with respect to the ▇▇ ▇▇▇▇▇▇ and, in general, will reasonably cooperate with the Reinsurer in the management and administration of the ▇▇ ▇▇▇▇▇▇.

(f) Following the Effective Date, at the Reinsurer’s request and expense, the Company shall cooperate with the Reinsurer and use its reasonable best efforts in the context of current market conditions to novate any ▇▇ ▇▇▇▇▇▇ from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Company shall promptly advise the Reinsurer of any communications with respect to any such proposed novation. All material, written correspondence from either the Company or the Reinsurer to any Hedge Counterparty in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense, the Company shall take any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an EI Hedge be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such action as reasonably requested by the Reinsurer.

Section 2.11 Existing Interest Maintenance Reserve. Set forth on Schedule 2.11 is the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured

Liabilities. The entirety of such Existing Interest Maintenance Reserve shall be calculated by the Company and ceded to the Reinsurer and transferred into the Funds Withheld Account, and shall be amortized as set forth on Schedule 2.11. The Company shall have no obligation to establish any such Existing Interest Maintenance Reserve.

Section 2.12 Retention. Unless the New York Department of Financial Services provides its prior written consent, the Reinsurer shall not retrocede any Reinsured Liabilities in connection with any transaction or series of transactions in which such liabilities will be ceded to a special purpose financial captive insurer.

Section 2.13 Cash Flow Testing Reserves. The Reinsurer will pay to the Company the Portfolio Yield on the Initial Cash Flow Testing Reserves as part of the Net Settlement pursuant to Section 6.2.

ARTICLE III

REINSURANCE LIABILITY

Section 3.1 Reinsurance Liability. The reinsurance by the Reinsurer of the Reinsured Policies is subject to the same rates, conditions, limitations and restrictions as the insurance under the Reinsured Policies written by the Company on which the reinsurance is based. The liability of the Reinsurer hereunder on the terms described herein begins as of the Effective Time and, subject to Article IX hereof, the liability of the Reinsurer on any Reinsured Policy will terminate as and when all liability of the Company with respect to such Reinsured Policy terminates.

Section 3.2 Other Reinsurance.

(a) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Other Reinsurance Agreements and to perform fully each of its obligations thereunder. The Company may not modify, amend, terminate or recapture any Other Reinsurance Agreement or waive any of its rights under any such agreement without the Reinsurer’s prior written consent and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request, requiring the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to recapture risks ceded under any of the Other Reinsurance Agreements or to otherwise terminate any such agreement and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Other Reinsurance as the Reinsurer shall reasonably request, including termination or recapture, as may be available under or with respect to the terms of any Other Reinsurance Agreement; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer. Subject to the terms and conditions of the Administrative Services Agreement, the Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer (including any reasonable out-of-pocket expenses incurred by the Company), pursue commercially reasonable management and collection efforts with respect to the Other Reinsurance and, in general, will reasonably cooperate with the Reinsurer in the management of the Other Reinsurance.

(b) Following the Effective Date, at the Reinsurer’s expense and reasonable request, the Company shall cooperate with the Reinsurer and shall use its reasonable best efforts in the context of current market conditions to novate any Other Reinsurance from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Parties shall promptly advise each other of any communications with respect to any such proposed novation. All correspondence from either the Company or the Reinsurer to any reinsurer under Other Reinsurance in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense (including any reasonable out-of-pocket expenses incurred by the Company), the Company shall effect any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an Other Reinsurance Agreement be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(c) The Company agrees that whenever an Other Reinsurance Agreement provides the Company with a right of set-off, the Company shall exercise such right of set-off in the event that amounts are due and unpaid from the Reinsurer. The Company shall have no obligation to pursue any claims it may have for indemnification to which it may be entitled in connection with the Other Reinsurance unless requested to do so by the Reinsurer and at the cost and expense of the Reinsurer (including reasonable out-of-pocket expenses incurred by the Company). In no event shall any such right to indemnification reduce the Reinsurer’s responsibility for the risk of all Other Reinsurance.

Section 3.3 Disclaimer. The Company has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Company expressly disclaims, and makes no representations or warranties to the Reinsurer, other than those expressly contained in this Agreement. The Reinsurer has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Reinsurer expressly disclaims, and makes no representations or warranties to the Company, other than those expressly contained in this Agreement.

ARTICLE IV

CERTAIN FINANCIAL PROVISIONS

Section 4.1 Credit for Reinsurance. If at any time during the term of this Agreement, the Reinsurer fails to hold and maintain all licenses, permits and authorities required under Applicable Law to enable the Company to receive statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile, the Reinsurer shall, at its sole expense, establish and maintain security in the form of letters of credit, assets held in a reinsurance trust, funds withheld arrangement or a combination thereof in a manner that meets all Applicable Laws regarding credit for reinsurance, so as to permit the Company to receive full statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s

state of domicile. The form of such letter of credit, trust agreement for such reinsurance trust or any funds withheld arrangement shall be approved by the New York Department of Financial Services prior to use.

Section 4.2 RBC Reports.

(a) Within forty-five (45) days following the end of the first three calendar quarters of each year during the term of this Agreement, the Reinsurer shall provide to the Company a report of its RBC Ratio as of the end of such calendar quarter, as estimated in good faith by the Reinsurer.

(b) Within five (5) Business Days of the submission by the Reinsurer to the insurance department of its domiciliary state of a report of its risk-based capital levels as of the end of the previous calendar year, but in no event later than sixty (60) days following the end of each calendar year, the Reinsurer shall provide to the Company written certification of its RBC Ratio as of the end of such calendar year.

Section 4.3 Establishment of the Funds Withheld Account.

(a) On or prior to the Effective Date, the Company shall establish on its books and records a funds withheld account (the “Funds Withheld Account”) and allocate thereto the Initial Reinsurance Assets with a Statutory Book Value equal to the Initial Coinsurance Premium and, thereafter, shall maintain the Funds Withheld Account with assets having a Statutory Book Value equal to the Funds Withheld Account Amount determined from time to time in accordance with this Agreement (the Initial Reinsurance Assets and any other assets allocated to the Funds Withheld Account pursuant to this Agreement, the “Reinsurance Assets”). The Funds Withheld Account shall be a segregated account established by the Company. The Company will retain, control and own all Reinsurance Assets. The Company shall record the Funds Withheld Account Balance on its statutory financial statements as a payable to the Reinsurer.

(b) The Reinsurance Assets (other than the policy loans) shall be invested by the Reinsurer or by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management or such other investment manager appointed by the Reinsurer with the prior written consent of the Company pursuant to an investment management agreement. The Reinsurer, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management or such other investment manager appointed by the Reinsurer with the prior written consent of the Company shall have the authority to purchase ▇▇ ▇▇▇▇▇▇ on the account of the Company commencing (1) year following the Effective Date. For greater certainty, (i) each policy loan repaid and interest payment on a policy loan shall be accounted for as a cash transfer to the Funds Withheld Account from the policyholder in an amount equal to such policy loan repayment or interest payment (and shall result in an allocation by the Company to the Funds Withheld Account of cash, assets or a combination of cash and assets, with an aggregate Statutory Book Value equal to such policy loan repayment or interest payment), and (ii) each policy loan taken by a policyholder shall be accounted for as a cash transfer from the Funds Withheld Account to such policyholder (and shall result in cash, assets or a combination of cash and assets, with an aggregate Statutory Book Value equal to the proceeds of such policy loan no longer being allocated by the Company to the Funds Withheld Account) and the

Company shall establish a Reinsurance Asset in an amount equal to the outstanding balance of such policy loan and any accrued but unpaid interest thereon and shall allocate such Reinsurance Asset to the Funds Withheld Account.

(c) Assets in the Funds Withheld Account may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes:

(i) to pay to the Company any amount due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith;

(ii) to pay any portion of the Net Settlement due to be paid to the Company in accordance with Sections 6.2(b) and 6.2(c) to the extent such portion is not being disputed by the Reinsurer in good faith, and any portion thereof that is due to be paid to the Reinsurer to the extent such portion is not being disputed by the Company in good faith;

(iii) to pay to the Reinsurer amounts remaining in the Funds Withheld Account, if any, after the payment of any amounts due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Company in good faith; or

(iv) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith.

For the avoidance of doubt, (i) any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above and (ii) payments to policyholders shall not be delayed due to any good faith disputes by the Company or the Reinsurer under this Section 4.3(c).

(d) If assets are withdrawn from the Funds Withheld Account and are not immediately applied for the purposes set forth in Section 4.3(c) above, the assets improperly withdrawn from the Funds Withheld Account by the Company shall be immediately returned to the Funds Withheld Account. Until such assets are returned to the Funds Withheld Account, such assets shall be held in trust by the Company separate and apart from any other assets of the Company. The Company shall pay to the Funds Withheld Account interest on the amount of any such improperly withdrawn assets at the Applicable Rate from the date of withdrawal to the date such assets are returned to the Funds Withheld Account or paid to the Reinsurer, as applicable (the “Excess FWA Draw Interest Amount”). Such interest shall accrue monthly and shall be paid on the Business Day following the last day of each Monthly Accounting Period. The balance of the amount held or required to be so held separate and apart as of any date of determination shall be an amount (the “Excess FWA Draw Amount”) equal to (i) the Statutory Book Value of assets withdrawn from the Funds Withheld Account in excess of amounts required for the purposes described in Section 4.3(c) above minus any

amounts applied by the Company therefrom for such permissible purposes plus (ii) the Excess FWA Draw Interest Amount (whether or not payable as of such date of determination).

ARTICLE V

PLAN OF REINSURANCE

Section 5.1 Plan. Reinsurance under this Agreement is on a 100% coinsurance funds withheld basis and is subject to the terms and conditions of the original policy forms for the Reinsured Policies and any amendments thereto in effect as of the Effective Date.

Section 5.2 Follow the Fortunes. The Reinsurer’s liability under this Agreement shall commence on the Effective Date, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to, and reinsurance recoveries benefiting, the Company with respect to the Reinsured Liabilities and the Reinsured Policies, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company with respect to the Reinsured Liabilities and Reinsured Policies.

Section 5.3 Reductions and Terminations. Reinsurance amounts are calculated in terms of coverages on a “per policy” basis. If the coverage of any Reinsured Policy on an insured is reduced or terminated, reinsurance under this Agreement on such Reinsured Policy will be equally reduced or terminated.

Section 5.4 Reinstatements. Reinsured Policies ceded under this Agreement shall include any Policy that is reduced, terminated, lapsed or surrendered, and later reinstated pursuant to and in accordance with its policy provisions and will be reinsured by the Reinsurer in accordance with the terms of this Agreement. The Reinsurer will retain any Premiums and interest that the Company has received for reinstatement in respect of periods on or after the Effective Date. A terminated Policy that would have been a Reinsured Policy had it been in force at the Effective Time, that later reinstates pursuant to and in accordance with its policy provisions, will be reinsured by the Reinsurer and become a Reinsured Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage on or after the Effective Date that is received for such reinstatement, and the Company will transfer to the Reinsurer the amount of reserves for such reinstated Reinsured Policy as of the Effective Date, calculated in a manner that is consistent with the reserve calculations used for the other Reinsured Policies. The date of reinsurance for such reinstated Reinsured Policies shall be the Effective Date. For the avoidance of doubt, the reinstated Policies reinsured under this Section 5.4 shall include any Policy treated as lapsed or otherwise terminated prior to the Effective Time under which the Company subsequently becomes liable as a result of a determination that the policyowner, insured or beneficiary has died prior to the lapse or termination.

Section 5.5 Contractual Conversions; Internal Replacement.

(a) Any conversion, exchange or replacement policy or contract arising from the Reinsured Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall be deemed to constitute a Reinsured Policy for purposes of this

Agreement and, in the event of a conversion, exchange or replacement of any Reinsured Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Reinsured Policies; provided, however, that the Reinsurer shall not be required to pay any ceding commission with respect to any such converted, exchanged or replacement policy or contract. The Reinsurer will reimburse the Company for any expenses incurred in issuing a converted, exchanged or replacement policy or contract, but only to the extent such expenses are not covered by payments made by the Reinsurer under the Transition Services Agreement.

(b) Absent the Reinsurer’s prior written consent (which may be withheld in its sole discretion), the Company will not solicit owners, beneficiaries or policyholders in connection with, or sponsor or assist, directly or indirectly, in the conduct of, (and will cause each of its Affiliates to refrain from soliciting in connection with, and sponsoring or assisting, directly or indirectly, in the conduct of) any program of internal replacement under which the owners, beneficiaries or policyholders of Reinsured Policies are or would be encouraged to exchange, or assisted in the exchange of, Reinsured Policies for other insurance policies or contracts that are not reinsured under this Agreement. Should the Company or its Affiliates or any of their respective successors or assigns initiate such a program of internal replacement that would include any of the risks reinsured hereunder in violation of the preceding sentence, the Company will immediately notify the Reinsurer. For each risk reinsured hereunder that has been replaced under a program of internal replacement, the Reinsurer shall have the option, at its sole discretion, of either treating the risks reinsured as recaptured on terms reasonably acceptable to the Reinsurer or continuing reinsurance on the new policy under the terms of this Agreement without any ceding commission therefor.

Section 5.6 Policy List Errors.

(a) The Company or the Reinsurer, as applicable, shall notify the other Party if any life insurance policies or contracts issued or reinsured by the Company and in force as of the Effective Date were inadvertently not included on the Policy List and are determined to be a Policy, which shall in no event include any insurance policies and contracts falling within the following lines of business: health, annuities, funding agreements, corporate-owned life insurance and bank-owned life insurance when sold on a group basis, synthetic guaranteed investment contracts and variable life or other variable business.

(b) If any policies or contracts (or components thereof) are determined to be Policies in accordance with this Section 5.6, then the Company shall transfer cash or assets reasonably satisfactory to the Reinsurer into the Funds Withheld Account in an amount equal to the Statutory Reserves required to be held with respect to such Policies to the extent such Statutory Reserves were not previously transferred to the Funds Withheld Account.

Section 5.7 Renewal Commissions. Any renewal commissions due following the Effective Date will the responsibility of the Reinsurer and shall be paid by the Reinsurer to the Company as part of the Net Settlement pursuant to Section 6.2.

ARTICLE VI

ADMINISTRATION

Section 6.1 Administrative Services.

(a) The Parties hereby agree that the Policies, Other Reinsurance Agreements and, subject to Section 2.10, the ▇▇ ▇▇▇▇▇▇ shall be administered in accordance with or as otherwise provided in the Administrative Services Agreement and the Transition Services Agreement. The administration of the Policies, Other Reinsurance Agreements and ▇▇ ▇▇▇▇▇▇ shall be at the sole cost and expense of the Reinsurer.

(b) In the event that the Reinsurer is unable to administer the Policies, Other Reinsurance Agreements and ▇▇ ▇▇▇▇▇▇ as provided in Section 6.1(a), the Reinsurer shall remain obligated for the costs and expenses of any replacement party providing such administration and the Reinsurer shall reimburse the Company for any such costs and expenses as part of the Net Settlement pursuant to Section 6.2.

Section 6.2 Net Settlements.

(a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto.

(b) A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent.

(c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement.

(d) The Net Settlement report delivered in respect of each Monthly Accounting Period shall include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where:

(i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net Settlement report relates; and

(ii) equals the Funds Withheld Account Amount at the end of the immediately preceding Monthly Accounting Period, and

(iii) equals the Investment Income earned during the period from but excluding the last day of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates.

(e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of Section 6.2(d) shall include only Investment Income earned since the Effective Time.

(f) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability.

ARTICLE VII

DAC TAX

Section 7.1 DAC Tax Election. The Company and the Reinsurer hereby elect and agree under Treasury Regulations Section 1.848-2(g)(8) as follows:

(a) The Company and the Reinsurer will each attach a schedule to its federal income tax return for the first taxable year ending after the Effective Date that identifies this Agreement as a reinsurance agreement for which a joint election under Treasury Regulation Section 1.848-2(g)(8) has been made, and will otherwise file its respective federal income tax returns in a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed;

(b) For each taxable year under this Agreement, the Party with the net positive consideration, as defined in the regulations promulgated under Section 848 of the Code, will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code;

(c) The Company and the Reinsurer 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 Code and applicable Treasury Regulations;

(d) The first tax year for which this election is effective is 2013;

(e) The Reinsurer will submit to the Company by May 15 each year its calculation of the amount of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement that the Reinsurer will report such amount of net consideration in its tax return for the preceding calendar year;

(f) The Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within thirty (30) days of the Company’s receipt of the Reinsurer’s calculation. If the Company does not so notify the Reinsurer, the Company will report the amount of net consideration as determined by the Reinsurer in the Company’s tax return for the previous calendar year;

(g) If the Company contests the Reinsurer’s calculation of the amount of net consideration, the dispute shall be resolved in accordance with Section 10.2.

Both the Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code.

ARTICLE VIII

INSOLVENCY

Section 8.1 Insolvency. The reinsurance ceded hereunder shall be payable by the Reinsurer on the basis of liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company, directly to the Company or its liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Company to the payees. It is agreed and understood, however, that (i) in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the Company shall give the Reinsurer written notice of the pendency of a claim against the insolvent Company on a Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding and (ii) during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defenses which it deems available to the Company, its liquidator, receiver or statutory successor

Section 8.2 Expenses. It is further understood that any expense incurred by the Reinsurer pursuant to Section 8.1 shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company.

TERMINATION

Section 9.1 Duration of Coinsurance. This Agreement will be effective as of the Effective Time. Subject to the provisions of this Article IX, this Agreement will remain in effect, and the reinsurance provided hereunder will remain in force, until termination of the policy or policies on which the reinsurance is based in accordance with the terms of this Agreement. Except as provided in Sections 9.3, the Reinsured Policies are not eligible for recapture by the Company.

Section 9.2 Termination. This Agreement shall terminate:

(a) at any time upon the mutual written consent of the Parties hereto, which writing shall state the effective date of termination; or

(b) automatically at such time as no liability remains under this Agreement.

Section 9.3 Termination by the Company. The Company, in its sole discretion, shall have the option to terminate this Agreement upon the occurrence of any one of the following events:

(a) the Reinsurer is placed in receivership, conservatorship, rehabilitation or liquidation by any insurance regulatory authority;

(b) the Reinsurer breaches Section 4.1, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar quarter in which such breach occurs; provided that the Company shall have no right to terminate if the Reinsurer cannot take any action reasonably required for the Company to receive statutory reserve credit without the reasonable cooperation of the Company and the Company shall not have reasonably cooperated with the Reinsurer; provided, further, that it shall be deemed unreasonable to require the Company to cooperate in the event such cooperation would impose on the Company any cost and the Reinsurer has not agreed to be responsible for such cost;

(c) the Reinsurer fails to pay any material amount due to the Company under this Agreement and (i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days following the Reinsurer’s receipt of written notice of such failure from the Company; or

(d) in the event that (i) the Reinsurer’s RBC Ratio is less than 175% or (ii) the Reinsurer fails to provide its RBC Ratio in accordance with Section 4.2 and, upon delivery of written notice from the Company to the Reinsurer, the Reinsurer shall fail to provide its RBC Ratio within ten (10) Business Days following such notice.

Section 9.4 Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing written notice to the Company of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice, provided that such date

shall not be prior to the date on which the Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.4, the Company shall be deemed to have recaptured and reassumed all Reinsured Liabilities. Recapture of the Reinsured Policies shall be effective on the date specified in the notice of termination.

Section 9.5 Settlement Upon Termination. Upon the termination of this Agreement by the Company pursuant to Section 9.3 or by the Reinsurer pursuant to Section 9.4, subject to payment by the Reinsurer of any amounts due to the Company pursuant to this Section 9.5 and the payment by the Company of any amounts due to the Reinsurer pursuant to this Section 9.5, the Company shall recapture all liabilities previously ceded to the Reinsurer and the Reinsurer’s liability under this Agreement will terminate (provided, that such termination shall not relieve any Party of any pre-termination breach of this Agreement). The Company shall prepare a Net Settlement report for the period commencing on the first day of the then-current Monthly Accounting Period and ending on the date this Agreement is terminated pursuant to Sections 9.3 or 9.4 (the “Terminal Accounting and Settlement Report”). If a Net Settlement report reflects a balance due (a) the Company, the amount(s) shown as due shall be paid by the Reinsurer on the tenth (10^th ) Business Day following the delivery of such Terminal Accounting and Settlement Report (the “Reinsurer Termination Payment”) and (b) the Reinsurer, the amount(s) shown as due shall be paid by the Reinsurer on the tenth (10^th ) Business Day following the delivery of such Terminal Accounting and Settlement Report (the “Company Termination Payment”); provided, that, for the avoidance of doubt, the Reinsurer Termination Payment and the Company Termination Payment shall be determined on a net basis and only the balance shall be due and payable by the Reinsurer or the Company, as the case may be. In the event that a balance is due and payable by the Company, the Company shall pay such balance to the Reinsurer in cash by wire transfer of immediately available funds. In the event that a balance is due and payable by the Reinsurer, such amount shall be deducted by the Company from the Funds Withheld Account Balance and any remaining amount due to the Company (after giving effect to any other offsets under this Agreement) shall be paid by the Reinsurer in cash by wire transfer of immediately available funds. Following such settlement, any remaining amount in the Funds Withheld Account shall be transferred to the Company and the Funds Withheld Account will be reduced to zero. For the avoidance of doubt, the payment by the Reinsurer to the Company of an amount equal to the Funds Withheld Account Balance calculated in connection with the Terminal Accounting and Settlement Report shall be calculated after giving effect to the adjustments thereto pursuant to Section 6.2(d) as determined based on the Terminal Accounting and Settlement Report. Any dispute by either Party of the Company Termination Payment or the Reinsurer Termination Payment shall be resolved in accordance with Section 10.2.

ARTICLE X

RESOLUTION OF CERTAIN DISPUTES

Section 10.1 Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium.

(a) Within thirty (30) days following its receipt from the Company of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, (such period, a “Review Period”), the Reinsurer shall either (i) notify the Company in writing of its agreement with the calculation of the Actual Initial

Coinsurance Premium or SPA Adjusted Coinsurance Premium, as applicable, set forth therein (“Notice of Agreement”); or (ii) if the Company determines that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein either (x) have not been prepared on the basis set forth in Section 2.3 or in Section 5.8 of the Purchase Agreement or (y) contain or reflect mathematical errors, inform the Company in writing of its objection (the “Reinsurer’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Reinsurer’s Objection and the adjustments to such Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein that the Reinsurer requests be made. The Company, as applicable, shall, following the Effective Date through the date that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, becomes final in accordance with the last sentence of Section 10.1(c), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which such Initial Coinsurance Premium Reconciliation Statement or SPA Premium Reconciliation Statement, as applicable, are based or on which the finalized Initial Coinsurance Premium Adjustment or SPA Coinsurance Premium Adjustment, as applicable, are to be based so as not to impede or delay the determination of the finalized Actual Initial Coinsurance Premium, the finalized SPA Adjusted Coinsurance Premium, the finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date or the preparation of the Reinsurer’s Objection in the manner and utilizing the methods permitted by this Agreement. Upon receipt by the Company of a Notice of Agreement from the Reinsurer or if no Reinsurer’s Objection is received by the Company prior to the expiration of the Review Period, the Actual Initial Coinsurance Premium, the SPA Adjusted Coinsurance Premium and the Reinsurer’s calculation of the Initial Coinsurance Premium Adjustment (as set forth in the Initial Coinsurance Premium Reconciliation Statement) and the SPA Coinsurance Premium Adjustment (as set forth in the SPA Coinsurance Premium Reconciliation Statement) shall be deemed to have been accepted by the Reinsurer and will become final and binding upon the Parties in accordance with the last sentence of Section 10.1(c).

(b) If the Reinsurer timely delivers a Reinsurer’s Objection to the Company, the Company shall have thirty (30) days from the date of such delivery to review and respond to such Reinsurer’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Reinsurer’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Reinsurer’s Objection within ten (10) Business Days following the expiration of the Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Reinsurer’s Objection (along with a copy of the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to an independent internationally recognized accounting firm of independent certified public accountants with appropriate actuarial expertise mutually agreed by the Parties (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the standards set forth in Section 2.3 hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 10.1(b), of the appropriate amount of each line item in the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in dispute, the “Unresolved Items”).

(c) The Parties shall instruct the CPA Firm to deliver its written determination to the Reinsurer and the Company no later than fifteen Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 10.1(c) and shall be conclusive and binding upon the Parties, absent fraud or clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either the Company or the Reinsurer, shall not be more favorable to the Reinsurer than the amounts advocated by the Reinsurer in the Reinsurer’s Objection or more favorable to the Company than the amounts advocated by the Company in the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement or the Company’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation. For the avoidance of doubt, (i) the CPA Firm’s review of the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein shall be limited to a determination of whether such documents and calculations were prepared in accordance with Section 2.3, and (ii) the CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved Items that were referred to the CPA Firm for resolution pursuant to this Section 10.1(c). The determination of the amounts set forth in the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, that are final and binding on the Parties, as determined either through (1) the Reinsurer’s delivery of a Notice of Agreement pursuant to Section 10.1(a), (2) the Reinsurer’s failure to deliver Reinsurer’s Objection prior to expiration of the Review Period pursuant to Section 10.1(a), (3) agreement by the Parties during the Consultation Period or (4) the determination of the CPA Firm pursuant to this Section 10.1(c) are referred to herein as the “finalized Actual Initial Coinsurance Premium,” the “finalized Initial Coinsurance Premium Adjustment,” the “finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date,” the “finalized SPA Adjusted Coinsurance Premium,” and the “finalized SPA Coinsurance Premium Adjustment,” as the case may be.

(d) The Parties agree that judgment may be entered upon the CPA Firm’s determination in any court having jurisdiction over the Reinsurer or the Company or their respective assets, as the case may be. The fees and disbursements of the CPA Firm shall be paid by the Parties in proportion to those matters submitted to the CPA Firm that are resolved against that Party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 10.1 at the time of the CPA Firm’s determination. At any time following delivery of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, the Reinsurer shall provide to the Company and its Representatives full access to books and records and other information with respect to the Reinsured Policies and the Net Retained Liabilities, including work papers of its accountants (subject to execution by the Company and/or its Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, to the extent necessary for the Company to prepare the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement or to prepare materials for

presentation to the CPA Firm. The Parties shall make readily available to the CPA Firm, during regular business hours and on reasonable advance notice, interviews with such employees, and all relevant information, books and records and any work papers of their respective accountants (in each case, subject to execution by the CPA Firm of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants) relating to the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and any Unresolved Items and all other items reasonably required by the CPA Firm to fulfill its obligations under Section 10.1(c). In acting under this Section 10.2, the CPA Firm will be entitled to the privileges and immunities of an arbitrator.

(e) For the avoidance of doubt, this Section 10.1 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

Section 10.2 Disputes over Calculations. After the Effective Date, any dispute between the Parties with respect to the calculation of amounts that are to be calculated or reported pursuant to this Agreement (other than disputes with respect to the Actual Initial Coinsurance Premium and the SPA Adjusted Initial Coinsurance Premium, which shall be resolved in accordance with Section 10.1 hereof), including disputes with respect to any Net Settlement, calculations relating to DAC tax or the amount of the Reinsurer Termination Payment or the Company Termination Payment, that cannot be resolved by the Parties within sixty (60) calendar days, shall be referred to an independent accounting firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties; provided, however, that where the dispute involves an actuarial issue, the dispute shall instead be referred to an independent actuarial firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties. Within twenty (20) Business Days following the selection of the accounting firm or actuarial firm, as applicable, the Parties shall submit their positions and supporting documentation to such accounting firm or actuarial firm. Within forty (40) Business Days of such submission, the accounting firm or actuarial firm, as applicable, shall, in light of the evidence provided by both Parties, determine the calculations in dispute within the range of difference between the Reinsurer’s position thereto and the Company’s position thereto. There shall be no appeal from the decision made by such firm, which shall be final and binding (absent fraud or clear and manifest error), except that, either Party may petition a court having jurisdiction over the other Party or its assets to reduce the arbitrator’s decision to judgment. The fees charged by the accounting firm or actuarial firm, as applicable, to resolve the dispute shall be allocated between the Company and the Reinsurer by such firm in accordance with its judgment as to the relative merits of the Parties’ positions in respect of the dispute. For the avoidance of doubt, this Section 10.2 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification of the Reinsurer by the Company. From and after the Effective Date, the Company shall indemnify, defend and hold harmless the Reinsurer and its officers, directors and authorized Representatives (the “Reinsurer Indemnified Parties”) from and

against, and pay and reimburse the Reinsurer Indemnified Parties for, all Losses imposed on, sustained, incurred or suffered by, or asserted against, the Reinsurer Indemnified Parties (a) solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer or (b) arising out of any breach or nonfulfillment by the Company of, or any failure by the Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Reinsurer pursuant to the Administrative Services Agreement; provided, however, that the Company shall have no obligation to indemnify, defend and hold harmless the Reinsurer Indemnified Parties for any Reinsured Liabilities.

Section 11.2 Indemnification of the Company by the Reinsurer. From and after the Effective Date, the Reinsurer shall indemnify, defend and hold harmless the Company, and its officers, directors and authorized Representatives (the “Company Indemnified Parties”) from and against, and pay and reimburse the Company Indemnified Parties for, all Losses imposed on, sustained or incurred or suffered by, or asserted against, the Company Indemnified Parties to the extent such Losses (a) constitute Reinsured Liabilities, (b) arise out of any breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Company or its Affiliates pursuant to the Transition Services Agreement, (c) arise out of written instructions of the Reinsurer given pursuant to Section 3.2 hereof, or (d) arise out of the Company following a written recommendation of the Reinsurer given in accordance with Section 2.7(b).

ARTICLE XII

CONFIDENTIALITY

Section 12.1 Confidentiality. Except as provided in the Other Transaction Agreements, each of the Reinsurer and the Company agrees to hold any Confidential Information with respect to the other Party in strictest confidence and to take all reasonable steps to ensure that such Confidential Information is not disclosed in any form by any means by it or by its Affiliates, employees, advisors, agents or administrators (collectively, “Representatives”) to third parties of any kind or used by it or its Representatives for any purpose other than the performance of its obligations under this Agreement; provided that the foregoing obligation shall not prohibit disclosure of any such information (a) if required by Applicable Law or stock exchange rules, or if required or requested by any Governmental Entity (provided in the case of this clause (a) that the disclosing party shall allow (to the extent permitted by Applicable Law and reasonably practicable) the other Party a reasonable opportunity to comment on such disclosure in advance of such disclosure); (b) to the disclosing Party’s Representatives, auditors or ratings agencies, provided, that such Representatives, auditors or ratings agencies are made aware of the provisions of this Article XII; (c) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party; (d) if required in connection with any report required to be filed or submitted with any Governmental Entity; (e) to a retrocessionaire of the Reinsurer; (f) to the extent reasonably necessary in connection with any dispute with respect to this Agreement; and (g) as necessary for the Reinsurer to perform its

obligations as Administrator under the Administrative Services Agreement. The Reinsurer agrees to hold medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of Policies in confidence to the extent required to be held in confidence under Applicable Law and the Reinsurer’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of such information which are no less rigorous than those maintained by ▇▇▇▇▇▇▇▇▇ for its own information of a similar nature. Notwithstanding anything to the contrary, for purposes of this Section 12.1, the Reinsurer, in its capacity as Administrator on behalf of the Company, shall not be considered an advisor, agent or administrator of the Company.

ARTICLE XIII

REPRESENTATIONS AND WARRANTIES

Section 13.1 Representations and Warranties of Reinsurer. The Reinsurer hereby represents and warrants to the Company as of the Effective Time:

(a) Organization, Standing and Authority. The Reinsurer is a corporation duly organized and validly existing under the laws of the State of Massachusetts and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Reinsurer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(b) Authorization. The Reinsurer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Reinsurer, and, subject to the due execution and delivery by the Company, this Agreement is valid and the binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Reinsurer or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Reinsurer, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(d) No Conflict or Violation. The execution, delivery and performance by the Reinsurer of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Reinsurer, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Reinsurer is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Reinsurer, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Reinsurer’s business or necessary to enable the Reinsurer to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement or the transactions contemplated hereby.

Section 13.2 Representations and Warranties of the Company. The Company hereby represents and warrants to the Reinsurer as of the Effective Time:

(a) Organization, Standing and Authority. The Company is a corporation duly organized and validly existing under the laws of the State of New York and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(b) Authorization. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and, subject to the due execution and delivery by the Reinsurer, this Agreement is valid and the binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Company or its properties or

assets that, individually or in the aggregate, have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Company, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(d) No Conflict or Violation. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Company, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Company is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Company, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Company’s business or necessary to enable the Company to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Company in connection with this Agreement or the transactions contemplated hereby.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.1 Errors and Omissions. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will equitably adjust the situation to what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated. Should it not be possible to adjust the situation, it will be resolved in accordance with dispute resolution procedures mutually selected by the Parties.

Section 14.2 Offset and Recoupment. The Company or the Reinsurer may offset or recoup any undisputed balance or amount due from one Party to the other Party under this Agreement; provided, that in the event of the insolvency of the Company, offsets shall only be allowed in accordance with New York Insurance Law Section 7427. The right of setoff shall not be affected or diminished because of the insolvency of either Party.

Section 14.3 Expenses. Except as otherwise provided in this Agreement each Party shall bear its own costs and expenses incurred in connection with the transactions contemplated by this Agreement. All transfer, sales, use, value added, excise, stock transfer, documentary, stamp, recording, registration and any similar taxes that become payable as a result of the allocation of the Initial Reinsurance Assets to the Funds Withheld Account (including any real property transfer tax and any similar tax) shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Reinsurer.

Section 14.4 Parties to this Agreement. This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

Section 14.5 Authority. Neither the Company nor the Reinsurer shall have any power or authority to act for or on behalf of the other except as expressly granted herein or in the Administrative Services Agreement or Transition Services Agreement, and no other or greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. No employee or agent of either Party shall be considered an employee or agent of the other.

Section 14.6 No Assignment. This Agreement may not be assigned by either of the Parties hereto without the prior written approval of the other Party. Notwithstanding the foregoing, the Reinsurer shall not be prohibited from further transfer of risks accepted hereunder on a retrocession or other basis without the prior approval of the Company; provided that any transfer shall not relieve the Reinsurer of its obligations under this Agreement.

Section 14.7 Notices. Any notice, approval, request, consent, instruction, or other document to be given hereunder by any Party hereto to the other Party hereto will be delivered by personal delivery, overnight express or facsimile (followed by telephone confirmation with the intended recipient), as follows:

If to the Company, to:

Aviva Life and Annuity Company of New York

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇

West Des Moines, Iowa 50266

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

with a copy (which shall not constitute notice) to:

Aviva Life and Annuity Company

c/o Athene Asset Management LLC

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

El Segundo, California 90245

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Chief Executive Officer and Legal Department

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

and

Sidley Austin LLP

▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Chicago, Illinois 60603

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.

and

Sidley Austin LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10019

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

If to the Reinsurer, to:

First Allmerica Financial Life Insurance Company

c/o Commonwealth Annuity and Life Insurance Company

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇

Southborough, Massachusetts 01772

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.

with a copy (which shall not constitute notice) to:

Debevoise & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10022

Telephone: (▇▇▇) ▇▇▇ ▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇

Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

or at such other address for a Party as will be specified by like notice. Each notice or other communication required or permitted under this Agreement that is addressed as provided in this Section 14.7 will be deemed given upon delivery.

Section 14.8 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 14.9 Announcements. Except as required by Applicable Law or in connection with public disclosure to investors or analysts, the content and timing of public announcements by either Party concerning the transactions contemplated by this Agreement must be approved in advance by both Parties, but such approval shall not be unreasonably withheld, conditioned or delayed.

Section 14.10 Schedules, Annexes and Exhibits. All Schedules, Annexes and Exhibits to this Agreement are attached hereto and are incorporated herein by reference. The provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) shall be deemed to control in the event of any inconsistency or conflict between the provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) and the Schedules, Annexes and Exhibits attached hereto.

Section 14.11 Entire Agreement. This Agreement (including all Exhibits, Annexes and Schedules hereto), and the Other Transaction Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement and such other agreements. Except as set forth in Sections 11.1 and 11.2 with respect to the Reinsurer Indemnified Parties and the Company Indemnified Parties, this Agreement is not intended to and shall not confer upon any Person other than the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns any rights or remedies.

Section 14.12 Binding Effect. This Agreement is binding upon, and will inure to the benefit of, the Parties and their respective permitted assignees and successors (including any liquidator, rehabilitator, receiver or conservator of a Party).

Section 14.13 Waiver and Amendment. This Agreement may be modified or amended only by a writing duly executed by the Company and the Reinsurer. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof. A waiver must be in writing and must be executed by such Party. A waiver on any occasion shall not be deemed to be a waiver of the same or any term or condition on a future occasion.

Section 14.14 Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

Section 14.15 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Section 14.16 No Prejudice. The Parties agree that this Agreement has been jointly negotiated and drafted by the Parties hereto and that the terms hereof shall not be construed in favor of or against any Party on account of its participation in such negotiations and drafting.

Section 14.17 Governing Law; Jurisdiction; Enforcement.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules thereof.

(b) Subject to Section 10.1 and Section 10.2, each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or relating to this Agreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with Section 14.7, constitute good, proper and sufficient service thereof.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.17.

Section 14.18 Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that the other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, effective as of the date first written above.


AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK

By:

Name:		▇. ▇▇▇▇▇▇▇ ▇▇▇▇
Title:		SVP

Signature Page to Non-Financed Funds Withheld Agreement


FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By:

Name:		▇▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
Title:		President and Chief Executive Officer

Signature Page to Non-Financed Funds Withheld Agreement

Schedule 1.1(i)

Assumed Reinsurance Agreements

None.

Schedule 1.1(ii)

Other Reinsurance

1.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of August 18, 2008.

2.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of August 18, 2008.

3.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and General Re, dated as of April 1, 2009.

4.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Hannover, dated as of August 16, 2010.

5.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of November 8, 2008.

6.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of November 8, 2008.

7.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated August 18, 2008.

8.	Automatic YRT Reinsurance Agreement, by and between ALACNY and Scor, dated as of August 16, 2010.

9.	Automatic Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of January 25, 2010.

10.	Auto Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of August 16, 2010.

Section 2.11

Existing Interest Maintenance Reserve (Non-Financed NLG)

The Parties will work together to develop the IMR amortization schedule based upon the actual disposal information, producing an amortization schedule to be added to this agreement. At the time of this agreement’s execution, the best estimates of IMR are

IMR (based on 8/31 experience): $1,480,203

Annex A

List of Initial Reinsurance Assets¹

[See attached.]

¹	This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.


Annex A (List of Initial Reinsurance Assets)		ALACNY - FAFLIC Non-Financed AXXX/XXX


Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	▇▇▇▇▇▇▇▇▇-1-526	01-Apr-19	▇▇▇▇▇▇▇▇▇	BHP BILLITON FINANCE (USA) LTD	3,000,000.00	3,000,000.00	2,993,946.54	3,595,821.00	95,333.33
Available	▇▇▇▇▇▇▇▇▇-1-526	10-Jul-46	▇▇▇▇▇▇▇▇▇	BANC OF AMERICA COMMERCIAL MOR	6,000,000.00	6,000,000.00	5,992,346.11	6,582,402.00	24,414.00
Available	▇▇▇▇▇▇▇▇▇-1-526	11-Mar-39	▇▇▇▇▇▇▇▇▇	BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGA	6,000,000.00	6,000,000.00	5,986,530.12	6,506,490.00	24,310.00
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Aug-19	▇▇▇▇▇▇▇▇▇	CAREFUSION CORP	1,000,000.00	1,000,000.00	989,072.92	1,144,714.00	9,916.67
Available	▇▇▇▇▇▇▇▇▇-4-513	01-Oct-18	▇▇▇▇▇▇▇▇▇	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	▇▇▇▇▇▇▇▇▇-1-525	01-Oct-18	▇▇▇▇▇▇▇▇▇	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	▇▇▇▇▇▇▇▇▇-1-526	01-Oct-18	▇▇▇▇▇▇▇▇▇	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	▇▇▇▇▇▇▇▇▇-1-527	01-Oct-18	▇▇▇▇▇▇▇▇▇	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	▇▇▇▇▇▇▇▇▇-1-529	15-Sep-30	▇▇▇▇▇▇▇▇▇	CONAGRA FOODS INC	1,000,000.00	1,000,000.00	1,294,798.85	1,272,049.00	2,750.00
Available	▇▇▇▇▇▇▇▇▇-1-527	13-Apr-17	▇▇▇▇▇▇▇▇▇	▇▇▇▇ DEERE CAPITAL CORP	3,000,000.00	3,000,000.00	2,992,862.02	3,383,691.00	75,166.67
Available	▇▇▇▇▇▇▇▇▇-4-513	15-Apr-32	▇▇▇▇▇▇▇▇▇	DEVON ENERGY CORPORATION	2,300,000.00	2,300,000.00	2,668,908.61	3,000,333.90	82,282.50
Available	▇▇▇▇▇▇▇▇▇-1-529	01-Dec-41	▇▇▇▇▇▇▇▇▇	▇▇▇▇ DISNEY COMPANY (THE)	3,000,000.00	3,000,000.00	2,965,833.60	2,788,764.00	39,875.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Aug-19	▇▇▇▇▇▇▇▇▇	DUKE REALTY LP	1,000,000.00	1,000,000.00	999,717.05	1,244,023.00	9,625.00
Available	▇▇▇▇▇▇▇▇▇-1-527	15-Jul-20	▇▇▇▇▇▇▇▇▇	ERP OPERATING LIMITED PARTNERS	3,000,000.00	3,000,000.00	2,983,018.01	3,239,349.00	40,375.00
Available	▇▇▇▇▇▇▇▇▇-1-526	08-Dec-41	▇▇▇▇▇▇▇▇▇	ECOLAB INC	5,000,000.00	5,000,000.00	4,949,374.36	5,405,770.00	83,263.89
Available	▇▇▇▇▇▇▇▇▇-1-526	01-Mar-38	▇▇▇▇▇▇▇▇▇	FIFTH THIRD BANCORP	2,000,000.00	2,000,000.00	1,592,563.43	2,575,302.00	11,916.67
Available	▇▇▇▇▇▇▇▇▇-1-526	14-Jan-38	▇▇▇▇▇▇▇▇▇	GENERAL ELECTRIC CAPITAL CORP	3,000,000.00	3,000,000.00	2,993,153.84	3,311,754.00	35,739.58
Available	▇▇▇▇▇▇▇▇▇-1-526	10-Jan-39	▇▇▇▇▇▇▇▇▇	GENERAL ELECTRIC CAPITAL CORP	2,000,000.00	2,000,000.00	1,970,974.10	2,473,974.00	29,409.72
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Dec-16	▇▇▇▇▇▇▇▇▇	GENWORTH FINANCIAL INC	2,000,000.00	2,000,000.00	1,997,512.93	2,371,132.00	48,875.00
Available	▇▇▇▇▇▇▇▇▇-2-513	01-Oct-37	▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP INC/THE	2,675,000.00	2,675,000.00	2,779,975.99	2,825,787.08	88,275.00
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Dec-40	▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇ CORPORATION	5,000,000.00	5,000,000.00	5,191,349.26	5,402,070.00	87,125.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Feb-21	▇▇▇▇▇▇▇▇▇	HERSHEY COMPANY THE	1,000,000.00	1,000,000.00	1,038,175.60	1,304,331.00	10,266.67
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Aug-21	▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇▇-▇▇▇▇ CO.	1,000,000.00	1,000,000.00	1,028,137.83	1,273,876.00	10,500.00
Available	▇▇▇▇▇▇▇▇▇-1-525	01-Sep-16	▇▇▇▇▇▇▇▇▇	INTERNATIONAL BANK FOR RECONST	1,000,000.00	1,000,000.00	974,589.92	1,208,435.00	5,958.33
Available	▇▇▇▇▇▇▇▇▇-2-528	01-Dec-96	▇▇▇▇▇▇▇▇▇	INTERNATIONAL BUSINESS MACHINE	2,000,000.00	2,000,000.00	2,285,321.39	2,713,696.00	45,916.67
Available	▇▇▇▇▇▇▇▇▇-1-529	01-Dec-96	▇▇▇▇▇▇▇▇▇	INTERNATIONAL BUSINESS MACHINE	2,000,000.00	2,000,000.00	2,284,225.01	2,713,696.00	45,916.67
Available	▇▇▇▇▇▇▇▇▇-1-526	12-Sep-37	▇▇▇▇▇▇▇▇▇	▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ COMMERCIAL MOR	9,500,000.00	9,500,000.00	9,405,278.91	10,009,798.50	33,585.14
Available	▇▇▇▇▇▇▇▇▇-1-513	12-May-45	▇▇▇▇▇▇▇▇▇	▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ COMMERCIAL MOR	4,000,000.00	3,937,184.57	3,721,958.04	4,319,182.03	15,787.24
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Sep-39	▇▇▇▇▇▇▇▇▇	LB-UBS COMMERCIAL MORTGAGE TRU	5,000,000.00	5,000,000.00	4,695,147.74	5,501,105.00	11,937.78
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Dec-23	▇▇▇▇▇▇▇▇▇	LOUISIANA LAND AND EXPLORATION	2,000,000.00	2,000,000.00	1,939,672.87	2,582,862.00	49,300.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Mar-32	▇▇▇▇▇▇▇▇▇	MARATHON OIL CORP	2,900,000.00	2,900,000.00	2,956,608.39	3,437,892.00	6,573.33
Available	▇▇▇▇▇▇▇▇▇-2-513	01-Mar-38	▇▇▇▇▇▇▇▇▇	MCDONALDS CORPORATION	2,235,000.00	2,235,000.00	2,646,321.86	2,780,514.33	10,169.25
Available	▇▇▇▇▇▇▇▇▇-1-526	11-Jun-42	▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I MSC_0	4,000,000.00	4,000,000.00	4,059,247.88	4,522,364.00	16,800.25
Available	▇▇▇▇▇▇▇▇▇-2-526	11-Jan-43	▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I MSC_0	11,496,000.00	11,496,000.00	11,557,432.99	13,376,860.56	53,629.83
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Mar-28	▇▇▇▇▇▇▇▇▇	NORDSTROM INC	2,000,000.00	2,000,000.00	2,018,110.88	2,465,212.00	4,633.33
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Mar-34	▇▇▇▇▇▇▇▇▇	PACIFIC GAS & ELECTRIC CO	2,500,000.00	2,500,000.00	2,403,628.67	2,784,850.00	10,923.61
Available	▇▇▇▇▇▇▇▇▇-1-524	01-Jun-20	▇▇▇▇▇▇▇▇▇	PARTNERRE FINANCE B LLC	1,000,000.00	1,000,000.00	999,027.84	1,093,406.00	17,722.22
Available	▇▇▇▇▇▇▇▇▇-1-527	15-Jul-18	▇▇▇▇▇▇▇▇▇	CONOCOPHILLIPS	3,000,000.00	3,000,000.00	3,001,306.71	3,618,510.00	39,900.00
Available	▇▇▇▇▇▇▇▇▇-6-526	30-Oct-19	▇▇▇▇▇▇▇▇▇	PROLOGIS LP	2,000,000.00	2,000,000.00	1,996,030.17	2,450,422.00	60,229.17
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Jun-19	▇▇▇▇▇▇▇▇▇	PRUDENTIAL FINANCIAL INC	2,000,000.00	2,000,000.00	2,029,931.20	2,472,012.00	41,791.67
Available	▇▇▇▇▇▇▇▇▇-1-513	15-May-41	▇▇▇▇▇▇▇▇▇	REPUBLIC SERVICES INC	3,000,000.00	3,000,000.00	2,983,226.03	3,217,602.00	62,700.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-May-41	▇▇▇▇▇▇▇▇▇	REPUBLIC SERVICES INC	3,000,000.00	3,000,000.00	2,983,226.03	3,217,602.00	62,700.00
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Oct-30	▇▇▇▇▇▇▇▇▇	KONINKLIJKE KPN NV	1,000,000.00	1,000,000.00	1,257,101.13	1,279,597.00	40,944.44
Available	▇▇▇▇▇▇▇▇▇-1-526	01-Dec-33	▇▇▇▇▇▇▇▇▇	MERCK & CO INC	3,000,000.00	3,000,000.00	3,352,476.98	3,816,744.00	62,833.33
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Dec-38	▇▇▇▇▇▇▇▇▇	SHELL INTERNATIONAL FINANCE BV	2,000,000.00	2,000,000.00	2,258,608.08	2,497,876.00	36,125.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Jan-37	▇▇▇▇▇▇▇▇▇	SOUTHERN CALIFORNIA EDISON COM	3,800,000.00	3,800,000.00	3,781,472.05	4,253,005.60	42,180.00
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Feb-26	▇▇▇▇▇▇▇▇▇	SUNTRUST BANKS INC	3,000,000.00	3,000,000.00	2,882,040.01	3,190,659.00	21,000.00
Available	▇▇▇▇▇▇▇▇▇-1-524	01-Dec-19	▇▇▇▇▇▇▇▇▇	TD AMERITRADE HOLDING CORPORAT	1,000,000.00	1,000,000.00	1,009,363.19	1,163,615.00	18,044.44
Available	▇▇▇▇▇▇▇▇▇-1-526	01-Feb-36	▇▇▇▇▇▇▇▇▇	TEVA PHARMACEUTICAL FINANCE LL	2,850,000.00	2,850,000.00	2,871,483.21	3,291,191.40	27,265.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Jan-39	▇▇▇▇▇▇▇▇▇	TRANSCANADA PIPELINES LIMITED	3,957,000.00	3,957,000.00	4,560,512.96	5,290,006.46	60,344.25
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Apr-20	▇▇▇▇▇▇▇▇▇	UNITED PARCEL SERVICE OF AMERI	2,000,000.00	2,000,000.00	2,026,373.60	2,604,080.00	81,888.89

Page 1 of 2


Annex A (List of Initial Reinsurance Assets)		ALACNY - FAFLIC Non-Financed AXXX/XXX


Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	▇▇▇▇▇▇▇▇▇-1-525	15-Nov-16	▇▇▇▇▇▇▇▇▇	US BANCORP	17,000,000.00	17,000,000.00	16,972,175.82	17,501,942.00	137,133.33
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Apr-32	▇▇▇▇▇▇▇▇▇	VALERO ENERGY CORPORATION	2,500,000.00	2,500,000.00	2,715,756.15	2,924,780.00	84,375.00
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Feb-30	▇▇▇▇▇▇▇▇▇	VODAFONE GROUP PLC	3,000,000.00	3,000,000.00	2,965,941.49	3,791,769.00	27,562.50
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Feb-30	▇▇▇▇▇▇▇▇▇	WAL-MART STORES INC	2,000,000.00	2,000,000.00	2,427,088.77	2,686,728.00	17,616.67
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Jul-40	▇▇▇▇▇▇▇▇▇	WASHINGTON ST CONV CENTER PUBL	4,250,000.00	4,250,000.00	4,250,000.00	4,714,440.00	68,937.36
Available	▇▇▇▇▇▇▇▇▇-1-513	15-Jan-43	▇▇▇▇▇▇▇▇▇	WELLPOINT INC	3,424,000.00	3,424,000.00	3,262,721.65	3,155,760.42	31,843.20
Available	▇▇▇▇▇▇▇▇▇-1-526	15-Jul-23	▇▇▇▇▇▇▇▇▇	WEYERHAEUSER COMPANY	1,700,000.00	1,700,000.00	1,749,708.90	1,985,023.70	24,225.00
Available	▇▇▇▇▇▇▇▇▇-1-513	01-Jul-36	▇▇▇▇▇▇▇▇▇	XCEL ENERGY INC	2,500,000.00	2,500,000.00	2,483,244.05	3,016,802.50	38,819.44

Page 2 of 2

Annex B

Net Settlements

[See attached.]

Monthly Accounting Report

For the Monthly Accounting Period ending on


Section 1: Policy cash flows to/(from) Ceding Company (gross)

First Year Premium (net of returns and refunds of premiums)		$	—
Renewal Premium (net of returns and refunds of premiums, including dividends)			—


A TOTAL Premium						—

Full / Partial Surrenders, net of surrender charges			—
Death Claims			—
Matured Endowments			—
Waiver of Premium and other benefit riders			—


B TOTAL Claims						—

Premiums received on third-party reinsurance			—
Claims paid on third-party reinsurance			—
Commissions / expense allowances on third-party reinsurance			—
Other Benefits paid/received on third-party reinsurance			—


C Net third-party reinsurance						—

Renewal commissions			—


D Total commissions						—

Section 2: Policy cash flows due to / (owed from) Reinsurer

E Net Policy Cash Flows (A - B +/- C - D)						—
x Quota Share						100	%

F Reinsurer Share of Net Policy Cash Flows						—

G Net Settlement Amounts paid to/(by) Reinsurer during Period

	MM/DD/YYYY		—

						—

H Policy Cash Flows due to/(owed from) Reinsurer (F - G)						—


Section 3 Quarterly Net Settlement Amount owed to / (from) Reinsurer

I Policy Cash Flows						—

Premiums Received			—
x 1.8%			1.80	%

Premium Tax Allowance:			—

- Premium Tax Allowance Prior Year True-up			—

Guarantee Assessments Paid by the Company			—

J Total Premium Taxes / Guarantee Assessments						—

K Miscellaneous
a. Producer Payments and Commissions						—

L Quarterly Net Settlement Amount owed to / (from) Reinsurer						—


Section 4.1: Funds Withheld Account
M Statutory Carrying Value of Assets at Beginning Month					$	—

N Investment Income						—

O GSAM Investment Management Fees						—


P Realized Gains / (Losses)			—

Q Changes in Unrealized Gains for NAIC 6			—

R Statutory Impairments / Default Losses Realized			—

	MM/DD/YYYY	—
	MM/DD/YYYY	—
	MM/DD/YYYY	—
	MM/DD/YYYY	—

S Cash or other assets transferred (to) / from Reinsurer

—

MM/DD/YYYY

—

MM/DD/YYYY

—

MM/DD/YYYY

—

MM/DD/YYYY

—

T Cash or other assets transferred (to) / from Reinsurer_Retrocessionaire

—

U Statutory Carrying Value of Assets at End of Month

—

(M + N - O +/- P +/- Q +/- R +/- S +/- T )

Assigned Hedge Costs

—

Assigned Hedge Proceeds

—

V Net hedge (costs) / proceeds due to/(from) Reinsurer

—

Policy Loan Interest Received

—

Policy Loan Principal Repayments

—

Less: Policy Loans Issued / Adjusted

—

W TOTAL Policy Loans

—

Section 5: Calculation of Funds Withheld Adjustment

X Total Funds Withheld Account

—

(U +/- V +/- W)

Y Amounts still owed from prior settlement

—

Z Ending Statutory Reserves

—

AA Funds Withheld Adjustment due from / (to) the Reinsurer

—

(Z - X +/- Y)

AB Net Amount to Transfer (AA - L)

—

Annex C

▇▇ ▇▇▇▇▇▇

[See attached.]

All ▇▇ ▇▇▇▇▇▇ have been included on Annex C of the Coinsurance and Assumption Agreement, dated as the date hereof, by and between the Company and the Reinsurer. After the Effective Date, some of those ▇▇ ▇▇▇▇▇▇ may be allocated to this Agreement and that certain Funds Withheld Coinsurance Agreement, dated as the date hereof, by and between the Company and the Reinsurer.

Annex D

Life Reference Balance Sheet

[See attached.]

ALACNY Financed - US Bank Reference Balance Sheet

Assets and liabilities for ALACNY to transfer to FAFLIC

Illustrative, based on 8/31/2013 ALACNY balances

Debit (Credit)


	US Bank
	Funds Withheld Treaty

Cash		1,112,503
Deferred premium		646,476
Funds withheld receivable		187,114,613

Total assets		188,873,592

Life reserves - Statutory Reserve		(187,114,613	)
Claim liability		(278,776	)
Existing interest maintenance reserve		(1,480,203	)

Total liabilities		(188,873,592	)

Liabilities transferred in excess of assets transferred		—


US Bank		ALACNY - Life Reference Balance Sheet (Non-Financed NLB).xlsx		Distributed 9/24/2013

Annex E

Additional Life Reference Balance Sheet Assets

None.

Annex F

Policy List

[See attached.]

ALACNY Policy Listings — 2010-12 Block AXXX

BL28902580

BL28904510

BL06260110

BL06265060

BL06267990

BL06270860

BL06273880

BL06276810

BL28902590

BL28904530

BL06260150

BL06265130

BL06268000

BL06270880

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BL06276820

BL28902630

BL28904650

BL06260200

BL06265140

BL06268050

BL06271000

BL06274180

BL06276860

BL28902680

BL28904660

BL06260340

BL06265150

BL06268060

BL06271070

BL06274190

BL06276890

BL28902750

BL28904700

BL06260370

BL06265160

BL06268130

BL06271160

BL06274380

BL06276900

BL28902770

BL28904840

BL06260400

BL06265330

BL06268160

BL06271170

BL06274440

BL06276930

BL28902860

BL28904860

BL06260410

BL06265430

BL06268170

BL06271190

BL06274480

BL06276960

BL28902930

BL28904890

BL06260760

BL06265440

BL06268190

BL06271230

BL06274580

BL06276970

BL28902970

BL28904920

BL06260930

BL06265450

BL06268210

BL06271240

BL06274640

BL06277010

BL28902990

BL28904940

BL06260990

BL06265460

BL06268400

BL06271400

BL06274650

BL06277070

BL28903060

BL28904960

BL06261010

BL06265500

BL06268460

BL06271410

BL06274660

BL06277080

BL28903090

BL28904970

BL06261190

BL06265590

BL06268490

BL06271420

BL06274790

BL06277110

BL28903100

BL28905000

BL06261300

BL06265630

BL06268550

BL06271430

BL06274850

BL06277130

BL28903120

BL28905030

BL06261310

BL06265690

BL06268680

BL06271450

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BL28905060

BL06261350

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BL06271490

BL06274870

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BL28905090

BL06261400

BL06265760

BL06268740

BL06271510

BL06274880

BL06277240

BL28903210

BL28905140

BL06261410

BL06265790

BL06268770

BL06271520

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ALACNY Policy Listings — 2010-12 Block XXX

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Section 14.14

Section 14.15

Counterparts

Section 14.16

No Prejudice

Section 14.17

Governing Law; Jurisdiction; Enforcement

Section 14.18

Further Assurances