Amendment #2
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE March 1, 2003
Between
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(THE COMPANY)
And
SCOTTISH RE (U.S.), INC.
(THE REINSURER)
The parties hereby agree to the following:
1. SCHEDULE A, Section 5, JUMBO LIMIT, shall be replaced by the following:
For any policy to be reinsured under automatic reinsurance, the total amount of insurance in force and
applied for in all companies will not exceed the following amounts:
US/Canadian Residents- No Foreign Travel
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Pref. Best - Class D Class E - H
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Ages: 18 - 80 $70,000,000 $70,000,000
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81 - 85 $30,000,000 $30,000,000
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86 - 90 $10,000,000 $10,000,000
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Note: When a policy is reinsured under automatic reinsurance and the total amount in force and applied
for in all companies exceeds $50,000,000, THE REINSURER must be notified.
US/Canadian Residents - Foreign Travel
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No Substandard Rating Class A - E Greater than Class
E
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Ages: 18 - 75 $35,000,000 $35,000,000 None
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In witness of the above, THE COMPANY and THE REINSURER have by their respective officers executed and delivered
this Agreement in duplicate on the dates indicated below, and is effective for policies issued as of June 23,
2003.
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PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY SCOTTISH RE (U.S.), INC.
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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Amendment #3
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE March 1, 2003
Between
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
And
SCOTTISH RE (U.S.), INC.
This is an ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (the "Assignment"), dated as of December 1, 2004, by and
among PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (the "Assignor"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(the "Assignee"), and SCOTTISH RE (U.S.), INC. (the "Reinsurer").
WHEREAS, the Reinsurer provides reinsurance coverage to the Assignor in accordance with the terms of the
reinsurance agreement referenced above (the "Reinsurance Treaty"); and
WHEREAS, the parties hereto desire to execute this Assignment to evidence the assignment by the Assignor
and assumption by the Assignee of the Assignor's rights and obligations under the Reinsurance Treaty and to
effect a full and final release of the Assignor's rights and obligations under the Reinsurance Treaty effective
as of 12:00 a.m., Eastern Time, December 1, 2004 (the "Effective Time").
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties
hereto agree to the following:
1.Assignor Assignment of Interests to Assignee. The Assignor hereby transfers, conveys, assigns and sets over to the
Assignee, its successors and assigns, all of its rights, obligations, liabilities, title and interest in the
Reinsurance Treaty, all effective as of the Effective Time, including those incurred, accrued, or otherwise
occurring or arising prior to the Effective Time.
2. Assignee Assumption of Interests from Assignor. Effective as of the Effective Time, the Assignee hereby
assumes all of the rights and interests of the Assignor under the Reinsurance Treaty and undertakes to pay,
perform and discharge, or cause to be paid, performed or discharged, all of the liabilities and obligations of
the Assignor under the Reinsurance Treaty, including those rights, interests, obligations, and liabilities
incurred, accrued, or otherwise occurring or arising prior to the Effective Time. It is the intention of the
parties that:
a. The Assignee shall be substituted for the Assignor under the Reinsurance Treaty, in the Assignor's
name, place and stead; and
b. The Assignor shall be deemed to have ceased to be a party to, or the ceding company under, the Reinsurance Treaty
and shall have released all of its rights and interests, and shall have been discharged from all
obligations and liabilities thereunder to the Reinsurer; and
c. The Reinsurer will conduct business solely with the Assignee, or its designee, with respect to the
performance of any and all obligations and liabilities under the Reinsurance Treaty.
3. Reinsurer Consent. Notwithstanding anything to the contrary set forth in the Reinsurance Treaty, the
Reinsurer consents to the assignment and assumption set forth in Sections 1 and 2 above.
4.Reinsurer Release of Assignor. Without altering, diminishing or in any other way affecting any or all of the rights,
interests, liabilities and obligations of the Assignor under the Reinsurance Treaty assigned to the Assignee
hereunder, and effective immediately after such assignment to the Assignee, as of the Effective Time, the
Reinsurer, in consideration of the assumption by the Assignee set forth above and other valuable consideration,
the receipt and adequacy whereof is hereby acknowledged, irrevocably and unconditionally releases and discharges
the Assignor and the Assignor's successors and assigns from all liabilities, actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands
whatsoever, known or unknown, in law or equity, against the Assignor, which the Reinsurer and the Reinsurer's
predecessors, successors and assigns ever had, now have or hereafter can, shall or may have, for, upon, or by
reason of any rights of the Reinsurer under the Reinsurance Treaty, including any and all of the Assignor's
obligations incurred, accrued, or otherwise occurring or arising prior to the Effective Time. This release under
this Section 4 may not be changed orally.
5.Assignor Release of Reinsurer. Without altering, diminishing or in any other way affecting any or all of the rights,
title and interest of the Assignor under the Reinsurance Treaty assigned to the Assignee hereunder, and effective
immediately after such assignment to the Assignee, as of the Effective Time, the Assignor, in consideration of
the consent by the Reinsurer set forth above and other valuable consideration, the receipt and adequacy whereof
is hereby acknowledged, irrevocably and unconditionally releases and discharges the Reinsurer and the Reinsurer's
predecessors, successors and assigns from all liabilities, actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, known
or unknown, in law or equity, against the Reinsurer, which the Assignor ever had, now has or hereafter can, shall
or may have, for, upon, or by reason of any rights of the Assignor under the Reinsurance Treaty. This release
under this Section 5 may not be changed orally.
6. Further Assurances. At any time and from time to time after the Effective Time, at the request of the
Assignee, or of the Reinsurer with the consent of the Assignee, which consent shall not be unreasonably withheld
or delayed, and without further consideration, the Assignor shall execute and deliver such other instruments of
sale, transfer, conveyance, assignment and confirmation and take such other action as either the Assignee or the
Reinsurer (with such consent) may reasonably request as necessary or desirable in order to more effectively
transfer, convey and assign to the Assignee the Reinsurance Treaty.
7.Amendment of Reinsurance Treaty. The Reinsurer and the Assignee agree that the Reinsurance Treaty is amended as of
the Effective Time as provided in Exhibit A attached hereto.
8. Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of the
Reinsurer, the Assignor and the Assignee and their respective predecessors, successors and assigns, if any. The
parties do not intend to create any third party beneficiaries under this Assignment
9.Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the state of New Jersey
without giving effect to its principles or rules of conflict of laws thereof. Any amendment to the Reinsurance
Treaty set forth herein shall be subject to the arbitration provision of the Reinsurance Treaty.
10. Counterparts. This Assignment may be signed in multiple counterparts. Each counterpart shall be considered
an original instrument, but all of them in the aggregate shall constitute one agreement.
In witness of the above, the Assignor, the Assignee, and the Reinsurer have by their respective officers executed
and delivered this Assignment in triplicate on the dates indicated below, with an effective date of December 1,
2004.
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PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY SCOTTISH RE (U.S.), INC.
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
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By:_/s/_______________________________
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Title:_______________________________
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Date:_______________________________
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Exhibit A
1. The INSOLVENCY provision of the Reinsurance Treaty is deleted in its entirety and is replaced by the
following:
INSOLVENCY:
For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if one or
more of the following occurs:
a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar
officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or
b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation,
conservation, bankruptcy or similar status pursuant to the laws of any state or of the United
States; or
c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate
as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE
REINSURER, as the case may be.
In the event of the insolvency of THE COMPANY, all reinsurance ceded, renewed or otherwise becoming
effective under this Agreement shall be payable by THE REINSURER directly to THE COMPANY or to its
liquidator, receiver, or statutory successor on the basis of the liability of THE COMPANY under the
contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is
understood, however, that in the event of the insolvency of THE COMPANY, the liquidator or receiver or
statutory successor of the insolvent Company shall give written notice of the pendency of a claim
against THE COMPANY on the policy reinsured within a reasonable time after such claim is filed in the
insolvency proceeding, and 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 defense
or defenses which it may deem available to THE COMPANY or is liquidator or receiver or statutory
successor.
In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions
imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with
such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to
occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to
cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or
statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE
COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of
any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE
REINSURER, its liquidator, receiver or statutory successor.
2. Any and all references in the Reinsurance Treaty to the jurisdiction in which THE COMPANY is domiciled
or organized shall read as if to refer to the State of New Jersey.
3. If the GOVERNING LAW provision of the Reinsurance Treaty does not provide for the application of New
Jersey law, that provision shall be changed to read as follows:
GOVERNING LAW:
This Agreement shall be governed by the laws of the State of New Jersey without giving effect
to the principles of conflicts of laws thereof.
4. Any and all references in the Reinsurance Treaty to THE REINSURER being licensed or authorized in a
given jurisdiction shall be read as if to refer to the State of New Jersey. If the Reinsurance Treaty
contains no such reference, then THE REINSURER hereby represents that it is authorized to do business in
the State of New Jersey.