ASSUMPTION REINSURANCE AGREEMENT Between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (referred to as the Ceding Company) and VENERABLE INSURANCE AND ANNUITY COMPANY (referred to as the Assuming Company)

Exhibit 99(j)(1) (Item 27(j)(1)) - Assumption Reinsurance Agreement

Between

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

(referred to as the Ceding Company)

and

VENERABLE INSURANCE AND ANNUITY COMPANY

(referred to as the Assuming Company)

TABLE OF CONTENTS

ARTICLE I.	DEFINITIONS		1
Section 1.1.		Definitions	1
ARTICLE II.	BASIS OF REINSURANCE AND BUSINESS REINSURED		7
Section 2.1.		Policyholder Notices	7
Section 2.2.		Certificate of Assumptions; Novation	8
Section 2.3.		Direct Obligations	9
Section 2.4.		Continuation	9
Section 2.5.		Territory	9
Section 2.6.		Non-Guaranteed Elements	10
Section 2.7.		Exceptions	10
Section 2.8.		Books and Records ECOs	12
ARTICLE III.	ASSET TRANSFERS; ADDITIONAL CONSIDERATION		13
Section 3.1.		Transfer of Separate Account Assets	13
Section 3.2.		Transfer of Assets from Trust Account	14
Section 3.3.		Additional Consideration	14
ARTICLE IV.	REGULATORY FILINGS; COOPERATIONS		14
Section 4.1.		Insurance Regulatory Filings	14
Section 4.2.		SEC Filings	15
Section 4.3.		Reasonable Best Efforts	15
Section 4.4.		Cooperation	16
Section 4.5.		Further Assurances	17
ARTICLE V.	ADMINISTRATION		17
Section 5.1.		Transition Services Agreement	17
Section 5.2.		Administration	17
Section 5.3.		Books and Records and Access	18
ARTICLE VI.	OVERSIGHTS		19
Section 6.1.		Oversights	19
ARTICLE VII.	INDEMNIFICATION		19
Section 7.1.		Assuming Company’s Obligation to Indemnify	19
Section 7.2.		Ceding Company’s Obligation to Indemnify	19
Section 7.3.		Applicability of Master Transaction Agreement	20
ARTICLE VIII.	REPRESENTATION AND WARRANTIES OF THE ASSUMING COMPANY		20
Section 8.1.		Organization and Standing	20
Section 8.2.		Authority; Enforceability; Non-Contravention	20
Section 8.3.		Risk Based Capital Ratio	21

ARTICLE IX.	REPRESENTATIONS AND WARRANTIES OF THE CEDING COMPANY		21
Section 9.1.		Organization and Standing	21
Section 9.2.		Authority; Enforceability; Non-Contravention	21
Section 9.3.		Risk Based Capital	22
Section 9.4.		Ceded Reinsurance	22
ARTICLE X.	MISCELLANEOUS		22
Section 10.1.		Expenses	22
Section 10.2.		Notices	22
Section 10.3.		Severability	23
Section 10.4.		Entire Agreement	23
Section 10.5.		Assignment	23
Section 10.6.		No Third Party Beneficiaries	24
Section 10.7.		Amendment	24
Section 10.8.		Submission to Jurisdiction	24
Section 10.9.		Governing Law	24
Section 10.10.		Waiver of Jury Trial	24
Section 10.11.		Specific Performance	24
Section 10.12.		Waivers	25
Section 10.13.		Rules of Construction	25
Section 10.14.		Counterparts	25
Section 10.15.		Treatment of Confidential Information	26
Section 10.16.		Incontestability	27

INDEX OF SCHEDULES AND EXHIBITS
Schedule A	Ceding Company Separate Accounts
Schedule B	SEC Filings
Schedule C	Additional Consideration Calculation
Schedule D	Insurance Regulatory Filings

Exhibit 1	Form of Policyholder Notice
Exhibit 2	Form of Certificate of Assumption
Exhibit 3	Form of Transition Services Agreement
Exhibit 4	Operations Support by Ceding Company

ASSUMPTION REINSURANCE AGREEMENT

THIS ASSUMPTION REINSURANCE AGREEMENT (this “Agreement”) is made and entered into on [ ], 2022 by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and Venerable Insurance and Annuity Company, an Iowa-domiciled insurance company (the “Assuming Company”). For purposes of this Agreement, the Ceding Company and the Assuming Company shall each be deemed a “Party” and together the “Parties.”

WHEREAS, the Ceding Company and Corporate Solutions Life Insurance Company, a Delaware-domiciled insurance company and a direct subsidiary of the Assuming Company (the “Reinsurer”) entered into a Coinsurance and Modified Coinsurance Agreement dated June 1, 2021 (the “Coinsurance Agreement”);

WHEREAS, the Coinsurance Agreement provides, among other things, for the Ceding Company and the Assuming Company to enter into this Agreement in relation to the novation of Reinsured Contracts (as defined below) to an affiliate of the Reinsurer; and

WHEREAS, simultaneously with the execution and delivery of the Coinsurance Agreement, the Ceding Company, the Reinsurer, and the Trustee (as defined below) entered into the Trust Agreement (as defined below) pursuant to which the Trustee holds assets as security for the satisfaction of the obligations of the Reinsurer to the Ceding Company under the Coinsurance Agreement;

NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Assuming Company agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions. The following terms have the respective meanings set forth below throughout this Agreement:

“Accumulation Contracts” means those Reinsured Contracts in the accumulation phase.

“Action” means any claim, action, suit, litigation, arbitration, or proceeding by or before any Governmental Authority, arbitrator or arbitration panel, or similar Person or body.

“Additional Consideration” has the meaning set forth in Section 3.3.

“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.

“Agreement” has the meaning set forth in the preamble.

“Assuming Company” has the meaning set forth in the preamble.

“Assuming Company Extra-Contractual Obligations” means all Extra-Contractual Obligations that arise out of or relate to (a) any act, error or omission taken by the Ceding Company or any of its Affiliates at the written direction or request or with the specific written consent of the Assuming Company; (b) any act, error or omission taken by the Assuming Company or any of its Affiliates; or (c) any act, error or omission taken by any other Person (who are not engaged or directed by the Ceding Company or its Affiliates) with respect to or relating to the Novated Contracts on or after the applicable Effective Time; provided that, any Extra-Contractual Obligations that arise out of or relate to the following shall in no event be Assuming Company Extra-Contractual Obligations but shall be Ceding Company Extra-Contractual Obligations (subject to Section 2.8 hereof): (x) as to any Novated Contract, the Assuming Company’s use of erroneous or inaccurate Books and Records and data relating to such Novated Contract provided by the Ceding Company, except to the extent that the Assuming Company was aware of and had a reasonable opportunity to correct such erroneous or inaccurate Books and Records or data, as applicable, (y) as to any Novated Contract, any act, error or omission taken by the Assuming Company or any of its Affiliates caused by, or resulting from, any act, error or omission taken by the Ceding Company or any of its Affiliates (other than the provision of erroneous or inaccurate Books and Records or data), except to the extent that the Assuming Company was aware of and had a reasonable opportunity to correct any such Ceding Company’s or its Affiliate’s act, error or omission, as applicable, or (z) as to any Novated Contract, any act, error or omission taken by the Assuming Company or any of its Affiliates, caused by, or resulting from, an error in the administrative systems of the Ceding Company which is replicated by the Assuming Company in its administrative system as a result of the services provided by the Ceding Company to the Assuming Company pursuant to the Transition Services Agreement, except to the extent that the Assuming Company was aware of and had a reasonable opportunity to correct such error in its administrative systems.

“Assuming Company Principal Underwriter” means Directed Services LLC.

“Assuming Company Separate Accounts” means the subaccounts to be established by the Assuming Company within its Separate Account EQ to replicate the Ceding Company Separate Accounts associated with the Novation Subject Contracts.

“Books and Records” means all books and records that relate to the Novated Contracts and the Ceding Company Separate Accounts, including administrative records, claim records, financial records, compliance records and all other records, in whatever form maintained, but excluding certificates of incorporation, bylaws, corporate seals, licenses to do business, minute books and other corporate records relating to the corporate organization or capitalization of the Parties or its Affiliates, tax returns or records, records of any employee of either Party or its Affiliates, benefit plan records with respect to any employee of either Party or its Affiliates. For the avoidance of doubt, Books and Records do not include (a) technical specification documents created in connection with providing the services under the Transition Services Agreement and (b) product specifications, in either case to the extent used for the purpose of coding administrative systems for the Novated Contracts.

“Books and Records ECOs” has the meaning set forth in Section 2.8.

“Books and Records Retention Amount” has the meaning set forth in Section 2.8(a).

“Business Day” means any day that is not a Saturday, Sunday, or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed.

“Ceding Company” has the meaning set forth in the preamble.

“Ceding Company Extra-Contractual Obligations” means all Extra-Contractual Obligations other than Assuming Company Extra-Contractual Obligations.

“Ceding Company Indemnified Parties” has the meaning set forth in Section 7.1.

“Ceding Company Principal Underwriters” means Equitable Advisors, LLC and Equitable Distributors, LLC.

“Ceding Company Separate Accounts” means the registered separate accounts of the Ceding Company applicable to the Novation Subject Contracts and identified in Schedule A.

“Confidential Information” with respect to a Party, means any and all information provided by, made available by or obtained on behalf of such Party, any of its Affiliates or Representatives, on, before or after the date hereof, including, Non-Public Personal Information and all data relating to the Policyholders of the Reinsured Contracts which are maintained, processed or generated by the Ceding Company or, if applicable, the Reinsurer and including the contents of this Agreement or the other Transaction Agreements not otherwise publicly disclosed, but shall not include the existence of this Agreement and the identity of the Parties; provided, that Confidential Information does not include information that (a) is generally available to the public other than as a result of a disclosure by the receiving Party in violation of its confidentiality obligation, (b) is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (c) is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party; and provided, further, that the foregoing exceptions shall not supersede the obligations of the receiving Party with respect to any Non-Public Personal Information.

“DFS” has the meaning set forth in Section 4.1(a).

“Effective Time” means 12:01 a.m. (New York time) on the date or dates mutually agreed-upon by the Parties as to those Novation Subject Contracts as to which all requirements have been met for the novation of such contracts from the Ceding Company to the Assuming Company, including the receipt of all required approvals from Governmental Authorities and receipt of all Required Consents from Policyholders.

“Enforceability Exceptions “has the meaning set forth in Section 8.2(b).

“Extra-Contractual Obligations” means all Liabilities to any Person or Persons arising out of or relating to the Novated Contracts (other than Liabilities arising under the terms and conditions and within the policy limits of the Novated Contracts), including any loss in excess of the limits arising under or covered by any Novated Contracts, any Liabilities for fines, penalties, Taxes, fees, forfeitures, compensatory, consequential, punitive, exemplary, special, treble, bad faith, tort, statutory or any other form of extra-contractual damages, as well as all legal fees and expenses relating thereto, which Liabilities arise out of or result from any act, error or omission, whether or not intentional, negligent, fraudulent, in bad faith or otherwise (actual or alleged), arising out of or relating to the Novated Contracts, including (a) the form, sale, marketing, distribution, underwriting, production, issuance, cancellation or administration of the Novated Contracts, (b) the investigation, defense, prosecution, trial, settlement (including the failure to settle) or handling of claims, benefits, or

payments under the Novated Contracts, (c) the failure to pay or the delay in payment 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 Novated Contracts, (d) the failure of the Novated Contracts to qualify for their intended tax status, or (e) any fines, penalties, Taxes, fees, forfeitures, or other damages with respect to escheat or unclaimed property Liabilities arising under or relating to the Novated Contracts.

“FMV Triggering Event” has the meaning set forth in the Coinsurance Agreement.

“Fund” means any collective investment vehicle in which a Ceding Company Separate Account or a division thereof invests with respect to the Novation Subject Contracts.

“Fund Managers” means the advisers to the Funds in which the Ceding Company Separate Accounts invest.

“Governmental Authority” means any United States or non-United States federal, state, or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body having jurisdiction over a Party.

“Insurance Regulator” means, with respect to any insurance or reinsurance company, any applicable insurance regulator of such insurance or reinsurance company.

“Investment Agreements” means each of the agreements of the Ceding Company or Affiliates of the Ceding Company with the Funds and/or the Fund Managers that relate to the availability of the Funds as investment options under Novation Subject Contracts.

‘IID’ has the meaning set forth in Section 4.1(a).

“Law” means any United States or non-United States federal, state, or local statute, law, ordinance, regulation, code, order of a Governmental Authority, or other requirement or rule of law.

“Liabilities” has the meaning set forth in the Coinsurance Agreement.

“Losses” has the meaning set forth in the Coinsurance Agreement.

“Non-Guaranteed Elements” has the meaning set forth in the Coinsurance Agreement.

“Non-Public Personal Information” means any non-public personally identifiable information concerning or relating the customers, clients, policy owners, contract holders, insureds, claimants, and beneficiaries of Reinsured Contracts, including (a) “non-public personal information” as that term is defined in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended, and implementing regulations, 15 U.S.C. §6809(4) or “protected health information” as defined in 45 C.F.R. §160.103; and (b) “Personal Information” as defined in the California Consumer Privacy Act of 2018 (Cal. Civ. Code Division 3, Part 4, Title 1.81.5); provided, that information that is otherwise publicly available shall not be considered “Non-Public Personal Information”; and, provided, further, that “Non-Public Personal Information” does not include de-identified personal data, (i.e., information that does not identify, or could not reasonably be associated with, an individual).

“Novated Contracts” means, subject to the exceptions set forth in Section 2.7 hereof, the Novation Subject Contracts as to which (i) all applicable approvals from Governmental Authorities and all Required Consents of Policyholders have been obtained and (ii) Certificates of Assumption have become effective. For the avoidance of doubt, if a Novated Contract is no longer treated as a Novated Contract pursuant to Section 2.7, such Novation Subject Contract will continue to be treated as a Reinsured Contract.

“Novation” has the meaning set forth in Section 2.1(a).

“Novation Date” means, with respect to the relevant Novated Contracts, the date during which the Effective Time for such Novated Contracts falls.

“Novation Subject Contracts” means all Reinsured Contracts other than (i) those issued in Puerto Rico; (ii) whose contract holders are residents of the State of New York at the time of Novation, (iii) Accumulation Contracts with the fixed maturity option investment option available under such contracts; and (iv) all Reinsured Contracts for which the broker-dealer of record for each such contract as of 120 days prior to the date the first Policyholder Notice (as defined in Section 2.1 herein) is mailed to any Policyholder of such contracts had less than fifty (50) Accumulation Contracts in force as of December 31, 2021, unless such broker-dealer of record is an Affiliate of a broker-dealer which had more than fifty (50) Accumulation Contracts in force as of December 31, 2021.

“Parties” has the meaning set forth in the preamble.

“Party” has the meaning set forth in the preamble.

“Permits” means all licenses, permits, orders, approvals and non-disapprovals, registrations, authorizations, franchises, certificates, notices, qualifications, and similar filings with any Governmental Authority under any applicable Law, including the relevant approvals with respect to any Novation Subject Contracts under Article IV hereof.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization, or other legal entity.

“Policy Loan Balance” means, with respect to any date of determination, the amount of contract loans in respect of the Novated Contracts, as of such date, as would be reflected in Line 6, Column 1 of the “Assets” section of the Ceding Company’s Statutory Financial Statement (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2021).

“Policyholder” means the owner(s) of any Novation Subject Contract.

“Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist, or other Person, including any employee of the Ceding Company or its Affiliates, responsible for writing, marketing, producing, selling, or soliciting Novation Subject Contracts.

“RBC Ratio” has the meaning set forth in the Coinsurance Agreement.

“RBC Requirement” has the meaning set forth in Section 2.1(b).

“Registration Statement” has the meaning set forth in Schedule B.

“Reinsured Contracts” has the meaning set forth in the Coinsurance Agreement.

“Reinsurer” has the meaning set forth in the recitals.

“Representative” of a Person means the directors, officers, employees, advisors, agents, stockholders or other equity holders or investors, consultants, independent accountants, investment bankers, counsel, or other representatives of such Person and of such Person’s Affiliates.

“Requesting Party” has the meaning set forth in Section 5.3(b).

“Required Balance” has the meaning set forth in the Coinsurance Agreement.

“Required Consents” means the receipt by the Ceding Company or the Assuming Company of the affirmative consent or, where applicable, deemed consent of the applicable Policyholder, as required under the applicable Laws. The Parties agree as of the date hereof that the Required Consents for each jurisdiction in which a contractholder of a Novation Subject Contract has been issued are those set forth on Schedule D hereof, which in all events shall be subject to change to conform to the requirements of the applicable Insurance Regulators through written requirements or otherwise communicated to the Ceding Company and the Assuming Company.

“SEC” means the United States Securities and Exchange Commission.

“Separate Account Charges” has the meaning set forth in the Coinsurance Agreement.

“Tax” or “Taxes” has the meaning set forth in the Coinsurance Agreement.

“Transition Services Agreement” means that certain Transition Services Agreement entered into between the Ceding Company and the Assuming Company prior to the initial Policyholder Notice being sent to any Policyholder regarding the transition of the servicing of the Novated Contracts from the Ceding Company to the Assuming Company.

“Trust Account” means the trust account established by the Reinsurer for the benefit of the Ceding Company under the Trust Agreement.

“Trust Account Required Balance” has the meaning set forth in the Coinsurance Agreement.

“Trust Agreement” means that certain Trust Agreement dated as of June 1, 2021 by and among the Reinsurer, the Ceding Company, and the Trustee.

“Trustee” means the trustee under the Trust Agreement.

“VIAC Retention Amount” has the meaning set forth in Section 2.7(f).

ARTICLE II.

BASIS OF REINSURANCE AND BUSINESS REINSURED

Section 2.1. Policyholder Notices.

(a) Within thirty (30) days following the receipt of all Permits from Governmental Authorities for the assumption reinsurance of the Novation Subject Contracts issued in one or more states or the District of Columbia, and subject to the conditions set forth in subclause (b) below, on behalf of the Assuming Company, the Ceding Company shall, at its own cost and expense, prepare and deliver to Policyholders of applicable Novation Subject Contracts a notice of transfer substantially in the form set forth in Exhibit 1 attached hereto (the “Policyholder Notice”) or in such other form as may be required under applicable Law and the applicable Insurance Regulator and otherwise acceptable to both the Assuming Company and the Ceding Company, which shall inform each Policyholder of the intended transfer and assumption (the “Novation”). The Policyholder Notices shall also include the final versions, as identified to the Ceding Company by the Assuming Company, of initial summary prospectuses (“ISPs”) and exchange offer prospectus supplements for the Novation Subject Contracts prepared by the Assuming Company at its own cost and expense and provided to the Ceding Company in such quantity and format as required for distribution by Ceding Company to Policyholders on behalf of the Assuming Company in accordance with subclause (e) of Schedule B. The Policyholder Notice shall clearly identify the Assuming Company as the party making the exchange offer to the Policyholders. The content of the Policyholder Notice and method of correspondence with respect thereto shall be subject to the reasonable approval of the Assuming Company. The Ceding Company shall, at its own cost and expense, mail the Policyholder Notice to each relevant Policyholder and establish and maintain a toll-free telephone number to respond to inquiries from Policyholders and Producers related to the Novation. The Ceding Company and the Assuming Company shall agree on the content to be used in responding to inquiries from Policyholders and Producers.

(b) Unless the Ceding Company shall otherwise consent, no Policyholder Notice may be mailed to a Policyholder,

(i)

if prior to such mailing, the Assuming Company’s RBC Ratio as of the most recent calendar year-end is less than the lower of (i) the Ceding Company’s RBC Ratio as of such calendar year-end and, (ii) 350% (the lower of such RBC Ratios, the “RBC Requirement”), and

(ii)

unless no later than the end of the calendar quarter immediately prior to date the first Policyholder Notice is to be mailed, the Assuming Company certifies in writing to the Ceding Company (i) that the Assuming Company has had the opportunity to review and analyze any and all information provided to it by the Ceding Company related to the administration of Novated Contracts by the Assuming Company to be undertaken following the completion of the transition of the administration of such contracts to the Assuming Company in accordance with the terms of the Transition Services Agreement, and (ii) that the Assuming Company is not aware of any material deficiency in its ability to fully transition the administration of Novated Contracts in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, such certification shall be provided only once in connection with the Novations.

(c) The Policyholder Notice shall be mailed on a date agreed upon by the Parties taking into consideration, among other things, (i) the various states’ consent requirements, (ii) the most efficient way to manage the transfer of assets from the Ceding Company Separate Accounts to the Assuming Company Separate Accounts, (iii) the most efficient way to release assets from the Trust Account to the Reinsurer and to transfer other assets held by the Ceding Company with respect to the Novated Contracts, and (iv) the transition of Policyholder administration with respect to Novated Contracts from the Ceding Company to the Assuming Company. The Ceding Company shall deliver only Policyholder Notices that are in compliance with applicable Law.

(d) The Ceding Company will at its cost be responsible for managing and monitoring Policyholder consents and the satisfaction of any other legal conditions to the effectiveness of the Novations. The Ceding Company will provide the Assuming Company with monthly reports on the status of such consents and other information reasonably requested by the Assuming Company.

(e) Following execution of this Agreement, the Assuming Company shall provide to the Ceding Company periodic calculations of its RBC Ratio in the same manner and at the same frequency as such calculations are required to be provided by the Reinsurer to the Ceding Company in the Coinsurance Agreement. It is understood and agreed to by the Parties that neither the RBC Ratios of the Assuming Company nor any other information provided by the Assuming Company or the Reinsurer to the Ceding Company in connection therewith (including any information used to calculate the RBC Ratios), will be used or disclosed to any person or entity, such as any Policyholder or Producer, other than for the Ceding Company’s determination as expressly set forth in Sections 2.1 and 2.2.

(f) In the event that, subsequent to providing the certification required in Section 2.1(b)(ii) hereof, the Assuming Company becomes aware of any material deficiency in its ability to fully transition the administration of Novated Contracts in accordance with the terms of the Transition Services Agreement, the Assuming Company shall make the Ceding Company aware of such material deficiency as soon as reasonably practicable and the Parties shall mutually discuss and agree on what actions, if any, to take in response to such deficiency as it relates to, in either case as of the time of communication of such deficiency to the Ceding Company (1) the mailing of Policyholder Notices not yet mailed; and/or (2) the Effective Time as to any Novation Subject Contract for which all Required Consents have been received.

Section 2.2. Certificate of Assumptions; Novation.

(a) With respect to any Novation Subject Contracts, following receipt of all Required Consents from the relevant Policyholders, the Assuming Company shall mail the applicable Certificate of Assumption substantially in the form of Exhibit 2, specifying the Effective Time of Novation to each Policyholder that has consented or been deemed to have consented; provided however, unless the Ceding Company shall otherwise consent, such Novation may not occur (and such Certificate of Assumption will not be sent by the Assuming Company) in the event that (i) a FMV Triggering Event under the Coinsurance Agreement occurs prior to the applicable Effective Time as to such

Novation Subject Contract; or (ii) prior to the applicable Effective Time as to such Novation Subject Contract the Assuming Company reports to the Ceding Company an RBC Ratio of less than RBC Requirement, notwithstanding that a Policyholder Notice may have then already been made to any Policyholder.

(b) Upon the terms and subject to the conditions and other provisions of this Agreement (including the exception process set forth in Section 2.7 hereof), as of the applicable Effective Times for the Novations, the Ceding Company shall cede, assign, transfer and sell to the Assuming Company, by way of assumption reinsurance, all rights and benefits under the Novated Contracts, and the Assuming Company shall accept thereunder and assume, by way of assumption reinsurance, all such rights and benefits.

(c) On and after the Effective Time with respect to any Novated Contracts, the Assuming Company will accept and assume any and all of the liabilities arising under the express terms of such Novated Contracts subject to any and all defenses, setoffs and counterclaims to which the Ceding Company would be entitled with respect to such policy liabilities, it being expressly understood and agreed by the Parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated hereby and that it is intended that the Assuming Company shall be fully subrogated to all such defenses, setoffs and counterclaims. All obligations for which the Assuming Company shall be liable under the Novated Contracts shall be subject in all material respects to the same terms, rates, conditions, interpretations, and rights of cancellation as are applicable to the Ceding Company.

(d) For the avoidance of doubt, in no event shall the Assuming Company assume any Ceding Company Extra-Contractual Obligations relating to the Novated Contracts.

Section 2.3. Direct Obligations. As of the applicable Effective Time, the Assuming Company shall be the successor to the Ceding Company under the Novated Contracts as if the Novated Contracts were the direct obligation of the Assuming Company. The Assuming Company substitutes itself as of the applicable Effective Time in the place and stead of the Ceding Company and the Policyholder may thereafter disregard the Ceding Company as a party thereto and treat the Assuming Company as if it had been originally obligated thereunder. After the applicable Effective Time, the Policyholder shall have the right to file claims arising under the Novated Contract directly with the Assuming Company and the Assuming Company hereby consents to be subject to direct action taken by the Policyholder in accordance with the Policyholder’s rights under the Novated Contract; provided, however, that this Agreement shall not confer upon the Policyholder rights other than such rights that the Policyholder would have had in the absence of this Agreement (except that in assessing such rights no effect shall be given to any bankruptcy, liquidation, insolvency, reorganization or moratorium of the Ceding Company, or the effect of laws or legal procedures affecting enforcement of creditors’ rights against the Ceding Company generally).

Section 2.4. Continuation. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Novation Subject Contract; rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Assuming Company were the original party thereto in lieu of the Ceding Company in respect of such Novated Contract.

Section 2.5. Territory. The territorial limits of this Agreement shall be identical with those of the Novated Contracts.

Section 2.6. Non-Guaranteed Elements. Upon Novation, the Assuming Company may (i) set all Non-Guaranteed Elements of the Novated Contracts in its sole discretion, and (ii) make any other amendments or changes to the Novated Contracts or the product features or investment options thereunder (e.g., fund substitutions and/or buyout offers), in each case, without notice to, or consent of, the Ceding Company, provided that the Assuming Company may only change the formula used to determine the amount of the offer under the Lump Sum Option of the Novated Contracts for those such contracts that have not, as of the time of the transition of the administration of Novated Contracts to the Assuming Company, already received a low Annuity Account Value notice from the Ceding Company.

Section 2.7. Exceptions.

(a) If any Policyholder expressly rejects the Novation or in the Ceding Company’s and the Assuming Company’s mutual reasonable determination has rejected the Novation, such Novation Subject Contract will remain a Reinsured Contract and continue to be covered under the Coinsurance Agreement and not be treated as a Novated Contract.

(b) In the event that a Novated Contract is determined by: (i) appropriate Governmental Authorities or a court of competent jurisdiction to not be novated from the Ceding Company to the Assuming Company (including in jurisdictions requiring the Policyholder’s affirmative consent for Novation where the Policyholder either did not or refused to provide such consent) or (ii) the Ceding Company’s and the Assuming Company’s reasonable mutual agreement to no longer be treated as a Novated Contract, each such Novated Contract shall be deemed, retroactive to the applicable Effective Time, to be a Reinsured Contract and such Novation shall be null and void and of no effect. Promptly upon such determination, the Assuming Company will send to the Ceding Company the then current Separate Account Assets supporting such contract and any contract transaction information since the Novation Date related to such contract and treat such contract as a Reinsured Contract under the Coinsurance Agreement including, but not limited to, for purposes of determining the appropriate amount of funds to be held in the Trust Account. The intent of the Parties hereto being that the economics of the Parties hereunder shall be held as neutral as possible. Consequently, the Parties shall equally bear the costs of reversing the Novation of a Novated Contract retroactive to the applicable Effective Time under this Section 2.7(b).

(c) The Parties agree to cooperate with each other and reach a mutually agreeable resolution with respect to exception requests received from Policyholders seeking to have their contract(s) no longer be treated as a Novated Contract. If the alleged basis for such exception is (i) an error by the Ceding Company or its Affiliates in relation to its responsibilities associated with the novation transaction contemplated under this Agreement (specifically, related to the Policyholder Notice and any related communication provided by the Ceding Company and the opportunity to consent to or reject the novation), including the failure of the Ceding Company to deliver to Policyholders in accordance with Section 2.1 any final versions, as identified to the Ceding Company by the Assuming Company, of ISPs or exchange offer supplements for the Novation Subject Contracts, to the extent provided by the Assuming Company to the Ceding Company in accordance with Section 2.1; or (ii) failure by the Policyholder to meet a novation consent/rejection deadline due to a medical condition, the rebuttable presumption will be that the exception request shall be granted. Notwithstanding the foregoing, the presumption will be to deny any such exception request that is received more than 24 months after the applicable Effective Time of the Novation as to the Novation Subject Contract owned by the Policyholder(s) submitting such request. The Ceding Company will bear the costs of all exception requests granted pursuant to clause (i) of this Section 2.7(c). The Parties shall equally bear the costs of all other exception requests granted under this Section 2.7(c).

(d) The Ceding Company shall, after receiving all necessary regulatory approvals, at the Ceding Company’s cost, use commercially reasonable efforts to seek to endorse all of the Novation Subject Contracts prior to any Policyholder Notice being sent as to such contracts to (i) provide a no-lapse guarantee to those contracts lacking such guarantee; and (ii) remove provisions requiring that a no-lapse guarantee terminate upon the taking of an excess withdrawal, subject to the following conditions: (a) the Ceding Company shall provide the Assuming Company with the opportunity to review and provide feedback on the endorsement prior to it being filed for approval where required or its being effective; (b) the Ceding Company shall file the endorsement for approval where required prior to the Assuming Company making its required filings with the SEC with respect to the novation transaction contemplated hereunder; (c) the Assuming Company be permitted to include, in its sole discretion, the relevant terms of such endorsement within its SEC filings with respect to the novation transaction contemplated hereunder; and (d) the Ceding Company shall prepare and mail at its cost and expense the endorsement to all owners of the Reinsured Contracts promptly upon receipt of the requisite state approval. The Assuming Company agrees that it shall provide the Ceding Company with prior written notice should it seek to amend, alter, terminate or otherwise change the rights provided to the policyholder by the endorsement referenced herein at any point after a Reinsured Contract becomes a Novated Contract.

(e) To the extent any exceptions related to Guaranteed Minimum Income Benefit (GMIB) terminations without value are received by the Assuming Company with respect to any Novated Contract which has not been so endorsed because the endorsement has not yet received the requisite Governmental Authority approval, the Assuming Company agrees for purposes of the exception process to treat the Novated Contract as having been endorsed and subject to all of the terms and conditions of the endorsement as filed by the Ceding Company in applicable states. The Assuming Company shall bear all costs associated with granted exceptions as to such Novated Contracts.

(f) With respect to Policyholder requests for an exception that are unrelated to (a) seeking to have a Novated Contract(s) no longer be treated as a Novated Contract, or (b) GMIB terminations without value, if the basis for the request is an alleged error or failure by the Ceding Company or its Affiliates that occurred prior to the applicable Effective Time of the novation, the Assuming Company shall have full and sole authority to decide whether to grant the request, provided that (i) in determining whether to grant or deny the exception, the Assuming Company treats the exception request in the same manner it would treat a similar request based on an alleged error or failure by the Assuming Company received from policyholders under annuity contracts originally issued by the Assuming Company and consistent with its then-current exceptions policies and procedures; (ii) the Assuming Company will reasonably request from the Ceding Company all relevant information regarding the request and consider such information in accordance with the Assuming Company’s then-current exceptions policies and procedures; (iii) the Assuming Company will share such requests and its determinations with the Ceding Company for review prior to external communication of the determination; and (iv) the Assuming Company shall bear the costs of granted requests up to $500,000 per calendar year with the Ceding Company bearing costs in excess of such amount. Notwithstanding the foregoing, (i) any amounts paid by the Assuming Company and/or the Reinsurer pursuant to Section 4.3(c) of the Coinsurance Agreement in a calendar year plus any Losses incurred by the Assuming Company in a calendar year as the result of Books and Records ECOs shall

reduce, on a dollar-for-dollar basis, any amount otherwise payable by the Assuming Company pursuant to this provision (in addition to amounts payable by the Reinsurer under Section 4.3(c) of the Coinsurance Agreement and Losses incurred by the Assuming Company as a result of Books and Records ECOs) in the same calendar year (i.e. the Assuming Company’s liability for such exceptions granted, amounts due from the Reinsurer under the Coinsurance Agreement and Losses incurred by the Assuming Company as a result of Books and Records ECOs shall not exceed $500,000 annually in the aggregate (the “VIAC Retention Amount”)), and (ii) in no event will the Assuming Company be responsible for any Ceding Company Extra-Contractual Obligations, other than the Books and Records ECOs to the extent set forth in Section 2.8. For all other exception requests subject to this Section 2.7(f), the Assuming Company shall have the full and sole authority to make a determination as to such requests and will fully bear the costs of all granted requests.

(g) The Assuming Company shall notify the Ceding Company promptly of any exceptions it denies as well as any exception appeals (i.e., requests for reconsideration of the initial determination with respect to an exception request). With respect to any such appeals, the Assuming Company and the Ceding Company shall cooperate reasonably on the resolution of such appeals.

(h) Costs of granted exception requests under subsection (f) of this Section 2.7 shall be calculated in accordance with the methodology set forth in Section 4.3(c) of the Coinsurance Agreement. Costs shall be calculated on a net basis, taking into account both positive and negative costs of granted exceptions.

(i) Invoices associated with the costs of reversing the Novation of a Novated Contract under subsections (b) and (c) of this Section 2.7 or exception requests under subsection (f) of this Section 2.7 shall be delivered to the applicable Party by sending them to the applicable contact person shown in Section 10.2. Such invoices shall be payable within 30 days of the date of the invoice.

Section 2.8. Books and Records ECOs. Notwithstanding any other provision of this Agreement to the contrary, the liability of the Ceding Company for Extra-Contractual Obligations arising out of the Assuming Company’s use of erroneous or inaccurate Books and Records or data relating to the Novated Contracts provided by the Ceding Company to the Assuming Company and the replication of an error in the administrative systems of the Ceding Company (as provided for in sub-sections (x) and (z) of the definition of Assuming Company Extra-Contractual Obligations, taken together, “Books and Records ECOs”) shall be limited as follows.

(a) The Ceding Company shall be liable for Losses incurred during each calendar year with respect to Books and Records ECOs in excess of the result of (i) the VIAC Retention Amount per calendar year, less (ii) costs of granted exception requests pursuant to the first sentence of Section 2.7(f) during such calendar year, less (iii) amounts paid by the Assuming Company and/or the Reinsurer pursuant to Section 4.3(c) of the Coinsurance Agreement during such calendar year (such result, the “Books and Records ECO Retention Amount”).

(b) Losses incurred with respect to Books and Records ECOs shall not include any costs or expenses incurred by the Assuming Company to update its administrative system in order to accurately input data or to implement corrections on its administrative systems to account for any erroneous or inaccurate Books and Records.

Section 2.9. Prohibited Changes and Actions. The Assuming Company shall not make any changes to any Novated Contract or take any action against the contract holder of a Novated Contract, in each case to correct the Assuming Company’s use of erroneous or inaccurate Books and Records or data related to the Novated Contract provided by the Ceding Company without the prior written consent of the Ceding Company if such change or action (taken as a whole) would result in a then-current adverse economic impact to a contract holder under the Novated Contract (subject to the immediately following proviso, the “Prohibited Changes and Actions”); provided that the Assuming Company shall be permitted to change or take any action without the consent of the Ceding Company to correct such erroneous or inaccurate Books and Records or data prospectively without affecting adversely the existing value or benefit under such Novated Contract. For the avoidance of doubt, the Prohibited Changes and Actions with respect to any Novated Contract include, but are not limited to, reductions in the contract holder’s existing account value, benefit base, or benefit payment amounts without equivalent economic compensation to the contract holder, and recovery from contract holders benefit over-payments or over-credited account values, if such changes or actions, taken as a whole, would have a then-current adverse economic impact to the relevant contract holder. In the event that the Ceding Company does not provide its consent to any such Prohibited Changes and Actions, the Books and Records ECO Retention Amount shall be further reduced by the costs to the Assuming Company during such calendar year of not making such change or action, but not below zero. Such amount shall be determined in a manner consistent with the methodologies in determining the costs of granted exception requests described in Section 2.7(f). For the avoidance of doubt, any reduction of the Books and Records Retention for any calendar year pursuant to this Section 2.9 shall apply only to the calculation of the liability of the Ceding Company for Books and Records ECOs.

Section 2.10. Priority for Application of Retention Amount. The $500,000 retention amount specified in Section 2.8(a) shall be applied to the amounts specified therein as such amounts are incurred. However, as soon as practical following the end of each calendar year, the Parties will adjust the application of the such retention amount such that the retention amount is first applied to amounts payable pursuant to Section 4.8(c) of the Coinsurance Agreement; second to the costs of granted exception requests pursuant to the first sentence of Section 2.7(f); and third to Books and Records ECOs.

ARTICLE III.

ASSET TRANSFERS; ADDITIONAL CONSIDERATION

Section 3.1. Transfer of Separate Account Assets. With respect to any Novated Contracts, on the date during which the applicable Effective Time for such Novated Contracts occurs, the Ceding Company shall transfer to the Assuming Company all of its right, title and interest in and to any and all cash and assets allocable to the applicable Novated Contracts standing to the credit of the Ceding Company Separate Accounts (the “Separate Account Assets”) by transferring such Separate Account Assets into the corresponding Assuming Company Separate Accounts as follows. Fund shares attributable to each Novated Contract held by the Ceding Company Separate Accounts shall be transferred from the Ceding Company Separate Accounts to the Assuming Company Separate Accounts as of the close of the Business Day on the date during which the Effective Time for such Novated Contracts occurs or as of the close of the next Business Day if the Effective Time occurs on a non-Business Day. Such transfers of Fund shares shall be made in accordance with the terms of each applicable Fund participation agreement and applicable Law. The Parties will use commercially reasonable efforts to effect such transfer by book entry on the shareholder records of each applicable

Fund. Neither the Ceding Company nor the Assuming Company will assess any fee or charge in connection with the transfer of Fund shares. If any act or failure to act by a Party results in delays in the transfer of Fund shares or otherwise results in adjustments having to be made to Separate Account Assets transferred to the Assuming Company Separate Accounts, such Party shall bear all costs related to such adjustments. If adjustments to Separate Account Assets transferred to the AssumingCompany Separate Accounts are required to be made through no fault of any Party, the Parties agree to share equally in the costs of such adjustments. In all cases, the Parties agree to act in good faith to limit costs associated with the transfer of Fund shares. On and after the applicable Effective Time, any Separate Account Charges with respect to the Novated Contracts shall be for the account of the Assuming Company and, if received by the Ceding Company, the Ceding Company shall promptly remit such amounts to the Assuming Company.

Section 3.2. Transfer of Assets from Trust Account. With respect to any Novated Contracts, as of the applicable Effective Time of such Novated Contracts, the Novated Contracts shall cease to be Reinsured Contracts under the Coinsurance Agreement. On the date during which such applicable Effective Time occurs, the Ceding Company shall cause the transfer of assets agreed to by the Assuming Company with a Statutory Book Value equal to the Required Balance with respect to such Novated Contracts from the Trust Account to the Assuming Company. In addition, the Ceding Company shall transfer to the Assuming Company all of its right, title, and interest in and to the Policy Loan Balances with respect to such Novated Contracts as of the applicable Effective Time through accounting transfers and other assets held as funds withheld (if any) by the Ceding Company that are attributable to the Novated Contracts.

Section 3.3. Additional Consideration. The Parties agree to the payment of consideration (the “Additional Consideration”) by the applicable Party in accordance with the calculations set forth in substantially the form on Schedule C hereto (which Schedule may include additional information or calculations mutually agreed to by the Parties) within 90 days of the first Effective Time as to any Novation Subject Contract. The Parties further agree that, in the event that any input to any of the calculations set forth in Schedule C is materially altered, changed, or otherwise differs from the input as set forth in Schedule C as a result of the order of any Governmental Authority, the Parties shall negotiate in good faith to amend Schedule C accordingly so as to effect the intent of the Parties as set forth herein. In addition, the Parties agree to make true-up payments, as necessary, to keep each Party economically neutral but for the novation transaction contemplated under this Agreement, with any such true-up payment due to the Party entitled to such payment within 90 days of being calculated in accordance with Schedule C hereto.

ARTICLE IV.

REGULATORY FILINGS; COOPERATIONS

Section 4.1. Insurance Regulatory Filings.

(a) The Ceding Company and the Assuming Company will jointly seek approval from the New York State Department of Financial Services (“DFS”) and the Iowa Insurance Division (“IID”), respectively, for the transaction contemplated by this Agreement. The Parties will make these filings promptly following the execution of this Agreement.

(b) Within thirty (30) days following receipt of approvals from the DFS and the IID, the Ceding Company will be responsible for the submission of all filings required to be made for approval of the transactions contemplated by this Agreement in the jurisdictions set forth in Schedule D, to the extent that Novation Subject Contracts have been issued in such jurisdictions, other than Certificate of Assumption form filings. The Ceding Company will manage and respond to all inquiries and comments from state insurance departments with respect thereto. Prior to any such filing or response, the Ceding Company shall afford the Assuming Company the opportunity to review such filing or response, as applicable, and shall incorporate any reasonable input received from the Assuming Company.

(c) Within thirty (30) days following receipt of approvals from the DFS and the IID, the Assuming Company shall prepare and make all Certificate of Assumption form filings in each jurisdiction relevant to the Novation Subject Contracts. The Assuming Company shall respond to all inquiries and comments from state insurance departments with respect thereto, in each case with review and input from the Ceding Company.

Section 4.2. SEC Filings. Each of the Assuming Company and the Ceding Company will be responsible for the preparation and filing of all SEC filings and approvals necessary for each of them to undertake the transaction contemplated by this Agreement, with review and input from the other Party. Such filings will include, without limitation, filings related to the establishment by the Assuming Company of subaccounts under its existing Separate Account EQ to mirror the existing Ceding Company Separate Accounts for the Novation Subject Contracts, new registration statements, prospectus supplements and/or disclosures relating to the novation. Each Party will manage and respond to all inquiries and comments from the SEC with respect to their respective filings, with review and input from the other Party. Filings with the SEC will be made promptly following the filings with the DFS and the IID, as provided for above, and approval of the SEC filings will be sought in parallel with such filings. A list of SEC filings to be made by the Assuming Company, the Ceding Company, and applicable timelines is attached hereto as Schedule B.

Section 4.3. Reasonable Best Efforts.

(a) Each of the Parties agree that it shall consult with one another with respect to the obtaining of all approvals from Governmental Authorities necessary or advisable to consummate the transaction contemplated by this Agreement, and each of them shall keep the other apprised on a prompt basis of the status of matters relating to such approvals. Each Party shall have the right to review in advance any filings made with, or written materials submitted to, any Governmental Authority or any third party in connection with the transaction contemplated by this Agreement, subject to redaction of confidential, sensitive, or competitive information and applicable Law, and make reasonable recommendations thereto. Each of the Parties shall as soon as reasonably practicable advise each other upon receiving any communication from any Governmental Authority whose approval is required for consummation of the transaction contemplated by this Agreement to the extent such communication reasonably relates to such required approval, and advise each other when any such communication causes such Party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the receipt of such approval will be materially delayed or conditioned.

(b) Each Party shall use, and shall cause their Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary or advisable to fulfill all requirements to consummate the transaction contemplated by this Agreement, including: (i) obtaining all necessary or advisable approvals from Governmental Authorities; (ii) making all necessary or advisable registrations, flings and notices and taking all steps as may be necessary to obtain such approvals; and (iii) adjusting the Trust Account Required Balance in accordance with the Coinsurance Agreement to reflect the exclusion of the Novated Contracts from the Coinsurance Agreement.

Section 4.4. Cooperation.

(a) Following the date hereof, the Ceding Company shall reasonably cooperate with the Assuming Company in order for the Assuming Company to negotiate and enter into compensation and management arrangements with the counterparties to the Investment Agreements with respect to the Novation Subject Contracts, such that the compensation payable to Assuming Company thereunder with respect to the Novated Contracts will, in the aggregate, be substantially equivalent to the compensation payable to the Ceding Company by such counterparties and such Novated Contracts as they exist as of the date hereof (the “Investment Agreement Arrangements”). Any out-of-pocket expenses associated with obtaining the Investment Agreement Arrangements shall be borne by the Assuming Company. The Ceding Company shall cause the Investment Agreements to cease to apply to any Separate Account Assets transferred to the Assuming Company as of the applicable Effective Time.

(b) The Parties agree to reasonably cooperate to transition the principal underwriter function for the Novated Contracts from the applicable Ceding Company Principal Underwriter to the Assuming Company Principal Underwriter at the time of Novation from the Ceding Company to the Assuming Company. Such cooperation shall include reasonably cooperating in making any required filings with the SEC or other Governmental Authorities in connection with such change, responding to any requests from such Governmental Authorities in connection therewith, and transitioning the counterparties to agreements entered into with the applicable Ceding Company Principal Underwriter, to the extent related to the Novated Contracts, to a relationship with the Assuming Company Principal Underwriter, including, if such agreements are freely assignable, assigning to the Assuming Company Principal Underwriter the applicable Ceding Company Principal Underwriter’s rights and obligations thereunder. Following such transition: (i) there shall be no change in the commissions paid (excluding marketing allowances) to distribution partners with respect to any Novated Contracts without the prior written consent of the Ceding Company; and (ii) the Assuming Company Principal Underwriter will engage in direct communications with the broker dealers.

(c) Following the date hereof and consistent with Section 5.1 of this Agreement, the Ceding Company and the Assuming Company shall discuss in good faith and agree on the final schedules describing the services to be provided pursuant to the Transition Services Agreement. The Parties shall cooperate with one another in connection with the foregoing, including by, in accordance with applicable Law, (a) making reasonably available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the migration of the Novated Contracts, (b) developing reasonably detailed project plans for the separation and migration of the Novated Contracts, (c) collaborating with a goal of an efficient start-up and continuation of Transition Services (as defined in the Transition Services Agreement) under the Transition Services Agreement following the Novation, (d) allocating commercially reasonable resources to accomplish the foregoing, and (e) discussing the administration

of the Novated Contracts by the Assuming Company and its Affiliates during the term of the Transition Services Agreement, including any material changes from the manner in which the Ceding Company and its Affiliates administered the Novated Contracts prior to the Novation.

Section 4.5. Further Assurances. On and after the date hereof, the Ceding Company and the Assuming Company shall, and shall cause their respective Affiliates to, take all reasonably appropriate action and execute any additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out any of the provisions of this Agreement and consummate any of the transactions contemplated by this Agreement.

ARTICLE V.

ADMINISTRATION

Section 5.1. Transition Services Agreement. The Parties shall enter into the Transition Services Agreement, with the schedules thereto, in all material respects consistent with the form attached hereto as Exhibit 3, no later than forty-five (45) days after the filing date of this Agreement with the DFS and the IID, including the final schedules thereto.

Section 5.2. Administration.

(a) As of the Novation Date, and subject to the services provided by the Ceding Company or its Affiliates under the Transition Services Agreement, the Assuming Company shall administer, or shall cause to be administered, the Novated Contracts (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances; (ii) using a standard of care and policies and procedures generally that are, in the aggregate, at least as stringent with respect to the Novated Contracts as that employed by the Assuming Company to administer its other similar businesses, and (iii) in all material respects in accordance with the terms and conditions of the Novated Contracts and applicable Laws, including the maintenance by the Assuming Company of all permits from Governmental Authorities necessary to perform the administration contemplated by this Article V.

(b) Upon transition of the administration of the Novated Contracts to the Assuming Company, the Assuming Company will (i) provide to the Ceding Company and/or any Affiliate of the Ceding Company information generated after the applicable Novation Date within control or possession of the Assuming Company in a format mutually agreed upon by the Parties regarding Novated Contracts to the extent that it is reasonably necessary solely for such entity to comply with applicable Law, with the costs for providing such information be borne by the Ceding Company or its Affiliates; and (ii) provide to the servicing broker-dealers of the Novated Contracts information generated after the applicable Novation Date within control or possession of the Assuming Company in a mutually agreed format to the extent that it is reasonably necessary solely for such entity to comply with applicable Law related to such entity’s role as a servicing broker-dealer with respect to Novated Contracts, in each case with the costs for providing such information to the Ceding Company or its Affiliates to be borne by the Assuming Company; provided that the Assuming Company shall be reimbursed by the Ceding Company or its Affiliates for its costs incurred to provide information to the Ceding Company or its Affiliates that is not required by applicable Law. For clarity, the agreement for the Assuming Company to provide certain information under this section does not obligate the Assuming Company to maintain data or other records to the extent not required by applicable Law or to provide record keeping services for the Ceding Company, its Affiliates or any servicing broker-dealer of the Novated Contracts.

(c) Prior to the transition of the administration of the first Novated Contracts from the Ceding Company to the Assuming Company pursuant to the Transition Services Agreement, the Ceding Company shall have the right to audit and/or otherwise perform due diligence with respect to the Assuming Company’s administrative capabilities and procedures and service levels, and the Assuming Company shall be obligated to use commercially reasonable efforts to remedy, prior to the first such transition, any deficiencies reasonably identified by the Ceding Company. The cost of anysuch audit and or due diligence shall be borne by the Ceding Company. The Ceding Company shall have no such audit and/or due diligence rights after transition of administration of the first Novated Contracts to the Assuming Company.

Section 5.3. Books and Records and Access.

(a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records.

(b) Subject to subclause (a) above, each of the Ceding Company and the Assuming Company shall maintain its respective Books and Records relating to the Novated Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of the Assuming Company or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request (i) provide to the Requesting Party and its Representatives reasonable access during normal business hours to the such Party’s Books and Records pertaining to the Novated Contracts and to any services to be provided in respect thereof, provided such access shall not unreasonably interfere with the conduct of the business of such Party, (ii) permit the Requesting Party and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the administration of the Novated Contracts, and (iii) make available to the Requesting Party its personnel knowledgeable with respect thereto to facilitate such inspection and audit. In furtherance of the foregoing, at the

Requesting Party’s reasonable request, the other Party shall meet with the Requesting Party and its Representatives upon reasonable notice and during normal business hours and for a reasonable period of time (but no more than once per calendar quarter) to discuss the administration of the Novated Contracts. Nothing herein shall (x) require either Party to disclose any information to the other Party or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which such Party or any of its Affiliates is a party); it being understood that such Party shall use its reasonable best efforts to enable such information to be furnished or made available to the Requesting Party or its Representatives withoutso jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Requesting Party on mutually agreeable terms) or (y) require such Party to disclose its tax records or any personnel or related records.

(c) The Ceding Company shall notify the Assuming Company promptly of any material updates, inaccuracies, corrections or changes made to or discovered with respect to the Books and Records (including with respect to any policyholder data or other data relating to the Novated Contracts) it previously transferred to the Assuming Company of which it becomes aware.

(d) The Ceding Company shall provide to the Assuming Company the support operations set forth in Exhibit 4.

ARTICLE VI.

OVERSIGHTS

Section 6.1. Oversights. Inadvertent delays, oversights, errors, or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error, or omission not occurred. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error, or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error, or omission had occurred.

ARTICLE VII.

INDEMNIFICATION

Section 7.1. Assuming Company’s Obligation to Indemnify. The Assuming Company hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors, and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent arising from (i) any breach by the Assuming Company of the representations, warranties, covenants and agreements of the Assuming Company contained in this Agreement, (ii) without duplication, Assuming Company Extra-Contractual Obligations relating to the Novated Contracts, and (iii) any successful enforcement of this indemnity.

Section 7.2. Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Assuming Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors, and assigns (collectively, the

“Assuming Company Indemnified Parties”) from and against any and all Losses incurred by the Assuming Company Indemnified Parties to the extent arising from (i) any breach by the Ceding Company of the representations, warranties, covenants and agreements of the Ceding Company contained in this Agreement, (ii) without duplication, but subject to Section 2.8, Ceding Company Extra-Contractual Obligations relating to the Novated Contracts, and (iii) any successful enforcement of this indemnity.

Section 7.3. Applicability of Master Transaction Agreement. The procedures referenced in Section 9.3 of the Coinsurance Agreement shall apply to Losses under this Article VII.

ARTICLE VIII.

REPRESENTATION AND WARRANTIES OF THE ASSUMING COMPANY

The Assuming Company represents and warrants to the Ceding Company as follows as of the date hereof:

Section 8.1. Organization and Standing. The Assuming Company (i) is duly incorporated and validly existing as a life insurance company under the laws of the State of Iowa, (ii) has the requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets, and (iii) is duly qualified to do business as a foreign or alien corporation, as the case may be, in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties or assets makes such qualification necessary, except where the failure to so qualify, would not, individually or in the aggregate, materially and adversely affect its ability to enter into this Agreement or the Transition Services Agreement or timely perform its obligations hereunder or thereunder.

Section 8.2. Authority; Enforceability; Non-Contravention.

(a) The Assuming Company has the requisite corporate power and authority to execute and to deliver this Agreement and the Transition Services Agreement and to perform its obligations hereunder and thereunder. The Assuming Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Transition Services Agreement. This Agreement has been duly executed and delivered by the Assuming Company and, assuming due authorization, execution, and delivery of this Agreement by the Ceding Company, is, and the Transition Services Agreement shall, when executed and delivered by the Assuming Company and assuming due authorization, execution and delivery of the Transition Services Agreement by the Ceding Company, be, the legal, valid, and binding obligation of the Assuming Company, enforceable against the Assuming Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws of general application now or hereafter in effect relating to or affecting the rights and remedies of creditors of insurance companies or creditors’ rights generally and general principles of equity, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”).

(b) The execution, delivery and performance of this Agreement and the Transition Services Agreement by the Assuming Company will not, with or without the giving of notice or passage of time or both, (i) violate, contravene, or conflict with any provision of the charter, by-laws,

any effective resolution of its directors, or similar organizational documents of the Assuming Company, (ii) violate, breach, result in a default, right to accelerate or terminate, or loss of rights under any provision of any note, bond, mortgage, deed of trust, lease, license, agreement, indenture, or other instrument or obligation to which the Assuming Company is a party or by which its properties or assets are bound, or (iii) violate, contravene, or conflict with any applicable law or regulation or give any governmental authority the right to revoke, withdraw, suspend, cancel, terminate, or modify any insurance license or permit of the Assuming Company, except, in the case of the foregoing clauses (ii) and (iii) above, as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect is ability to enter into this Agreement or the Transition Services Agreement or timely perform its obligations hereunder or thereunder.

Section 8.3. Risk Based Capital Ratio. As of December 31, 2021, the RBC Ratio of the Assuming Company was in excess of the RBC Requirement.

ARTICLE IX.

REPRESENTATIONS AND WARRANTIES OF THE CEDING COMPANY

The Ceding Company represents and warrants to the Assuming Company as follows as of the date hereof:

Section 9.1. Organization and Standing. The Ceding Company (i) is duly incorporated and validly existing as a life insurance company under the laws of the State of New York, (ii) has the requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease, and operate its properties and assets and (iii) is duly qualified to do business as a foreign or alien corporation, as the case may be, in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties or assets makes such qualification necessary, except where the failure to so qualify, would not, individually or in the aggregate, materially and adversely affect its ability to enter into this Agreement or the Transition Services Agreement or timely perform its obligations hereunder or thereunder.

Section 9.2. Authority; Enforceability; Non-Contravention.

(a) The Ceding Company has the requisite corporate power and authority to execute and to deliver this Agreement and the Transition Services Agreement and to perform its obligations hereunder and thereunder. The Ceding Company has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement and the Transition Services Agreement. This Agreement has been duly executed and delivered by the Ceding Company and, assuming due authorization, execution, and delivery of this Agreement by the Assuming Company, is, and the Transition Services Agreement shall, when executed and delivered by the Ceding Company and assuming due authorization, execution, and delivery of the Transition Services Agreement by the Assuming Company, be, the legal, valid, and binding obligation of the Ceding Company, enforceable against the Ceding Company in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

(b) The execution, delivery and performance of this Agreement and the Transition Services Agreement by the Ceding Company will not, with or without the giving of notice or passage of time or both, (i) violate, contravene or conflict with any provision of the charter, by-laws, any

effective resolution of its directors, or similar organizational documents of the Ceding Company, (ii) violate, breach, result in a default, right to accelerate or terminate, or loss of rights under any provision of any note, bond, mortgage, deed of trust, lease, license, agreement, indenture, or other instrument or obligation to which the Ceding Company is a party or by which its properties or assets are bound or, (iii) violate, contravene, or conflict with any applicable law or regulation or give any governmental authority the right to revoke, withdraw, suspend, cancel, terminate, or modify any insurance license or permit of the Ceding Company, except, in the case of the foregoing clauses (ii) and (iii) above, as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect is ability to enter into this Agreement or the Transition Services Agreement or timely perform its obligations hereunder or thereunder.

Section 9.3. Risk Based Capital. As of December 31, 2021, the RBC Ratio of the Ceding Company was in excess of 400%.

Section 9.4. Ceded Reinsurance. There is no ceded reinsurance in place with respect to any Novation Subject Contract, and the Ceding Company will not enter into any ceded reinsurance with respect to any Novation Subject Contract.

ARTICLE X.

MISCELLANEOUS

Section 10.1. Expenses. Except as may be otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Person incurring such costs and expenses.

Section 10.2. Notices. All notices, requests, consents, claims, demands, and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following respective addresses (or at such other address for a Party hereto as shall be specified in a notice given in accordance with this Section 10.2).

(a)	if to the Ceding Company:

	Equitable Financial Life Insurance Company
	▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
	New York, NY 10104

Attention:	▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel:	▇▇▇-▇▇▇-▇▇▇▇
E-mail:	▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
New York, New York 10019

Attention:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Tel:	(▇▇▇) ▇▇▇-▇▇▇▇
Email:	▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
	▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Tel:	(▇▇▇) ▇▇▇-▇▇▇▇
E-mail:	▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

(b)	if to the Assuming Company:

	Venerable Insurance and Annuity Company
	▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	West Chester, PA 19380

Attention:	▇▇▇▇ ▇▇▇▇▇
Tel:	▇▇▇-▇▇▇-▇▇▇▇
Email:	▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel:	▇▇▇-▇▇▇-▇▇▇▇
Email:	▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇


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

Section 10.3. Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible.

Section 10.4. Entire Agreement. This Agreement (including all exhibits and schedules hereto) and the Transition Services Agreement constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and the Transition Services Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Ceding Company and/or its Affiliates, on the one hand, and the Assuming Company and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement and the Transition Services Agreement.

Section 10.5. Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section 10.5 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns.

Section 10.6. No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.7. Amendment. No provision of this Agreement may be amended, supplemented, or modified except by a written instrument signed by each Party.

Section 10.8. Submission to Jurisdiction.

(a) Each of the Ceding Company and the Assuming Company irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Agreement, the transactions contemplated hereby, the formation, breach, termination or validity of this Agreement or the recognition and enforcement of any judgment in respect of this Agreement, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.

(b) Any such Action may and shall be brought in such courts and each of the Ceding Company and the Assuming Company irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and shall not plead or claim the same.

(c) Service of process in any Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 10.2.

(d) Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Section 10.9. Governing Law. This Agreement, and the formation, termination, or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York.

Section 10.10. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS AGREEMENT.

Section 10.11. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the covenants or obligations contained in this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to seek injunctive or other equitable relief to prevent or cure any breach by the other Party of its covenants or obligations contained in this Agreement and to specifically seek to enforce such covenants and obligations in any court referenced in Section 10.8(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled hereunder or at

law or in equity. Each of the Parties acknowledges and agrees that it shall not oppose the granting of an injunction, specific performance, and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (a) any defenses in any Action for an injunction, specific performance, or other equitable relief, including the defense that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity, and (b) any requirement under Law to post a bond, undertaking, or other security as a prerequisite to obtaining equitable relief.

Section 10.12. Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefitthereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized Representative of such Party. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.

Section 10.13. Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Section 10.14. Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission utilizing reasonable image scan technology shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 10.15. Treatment of Confidential Information.

(a) The Ceding Company and the Assuming Company agree to hold each other’s Confidential Information in strict confidence and to take all commercially reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, other than the Representatives performing services for such Party who need access to such Confidential Information in the course and scope of providing such services or any equity investors of VA Capital Company LLC, except as is authorized by the other Party in advance and in compliance with all applicable Law. If any Confidential Information needs to be disclosed as required by applicable Law or court order, the disclosing Party shall (if permitted by applicable Law) provide prompt notice to the other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest.

(b) Each of the Assuming Company and the Ceding Company will (i) comply in all material respects with applicable Laws with respect to the processing of Non-Public Personal Information; (ii) refrain from selling such Non-Public Personal Information or using such Non-Public Personal Information for reasons unrelated to the Assuming Company’s or the Ceding Company’s business, as the case may be; and (iii) take commercially reasonable steps to limit access to and possession of Non-Public Personal Information in a manner consistent with the nature and sensitivity of such information.

(c) If either Party receives a third party demand pursuant to subpoena, summons, or court or order of a Governmental Authority or request, to disclose Confidential Information provided by the other Party, the receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or order of a Governmental Authority or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the Confidential Information, the receiving Party shall not comply with the subpoena prior to the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information that it is legally obligated to disclose and shall use reasonable best efforts to treat such proprietary information as confidential. However, notwithstanding anything to the contrary in this Agreement, this Section 10.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or order of a Governmental Authority.

(d) Each of the Assuming Company and the Ceding Company shall establish and maintain (i) administrative, technical, and physical safeguards designed to protect against the destruction, loss, or alteration of Confidential Information and Non-Public Personal Information, and (ii) appropriate security measures designed to protect Confidential Information and Non-Public Personal Information in compliance with the requirements of all applicable Laws relating to personal information security.

(e) As needed to comply with applicable Laws concerning the processing of Non-Public Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent required by Law to comply with any such applicable Laws applicable to the Parties.

(f) The Parties agree that the breach, or threatened breach, of any of the confidentiality provisions of this Agreement may cause irreparable harm without adequate remedy at law. Upon any such breach, the disclosing Party will be entitled to seek injunctive relief to prevent the receiving Party from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies. Nothing in this Section 10.15(f) will limit any other remedy available to either Party.

Section 10.16. Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof.

[The rest of this page intentionally left blank.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written.


	EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Signatory Officer


	VENERABLE INSURANCE AND ANNUITY COMPANY

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	President, Chief Executive Officer,
		Chief Legal Officer & Secretary

ASSUMPTION REINSURANCE AGREEMENT Between EQUITABLE FINANCIAL LIFE INSURANCE COMPANY (referred to as the Ceding Company) and VENERABLE INSURANCE AND ANNUITY COMPANY (referred to as the Assuming Company)

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