LIFE SURPLUS SHARE REINSURANCE CONTRACT issued to PRUDENTIAL INSURANCE COMPANY OF AMERICA, INCORPORATED Newark, New Jersey including any and/or all companies that are or may hereafter become affiliated therewith

Article

Page

Preamble..................................................................................................

4

1

Business Covered ....................................................................................

4

2

Retention and Limit.................................................................................

4

3

Special Conditions...................................................................................

5

4

Commencement and Termination ...........................................................

5

5

Special Termination ................................................................................

5

6

Territory ..................................................................................................

6

7

Exclusions ...............................................................................................

7

8

Special Acceptance .................................................................................

8

9

Premium ..................................................................................................

8

10

Experience Refund ..................................................................................

9

11

Definitions...............................................................................................

10

12

Extra Contractual Obligations................................................................

11

13

Claims Notice..........................................................................................

12

14

Claims Payment.......................................................................................

12

15

Original Conditions.................................................................................

13

16

Net Retained Lines..................................................................................

13

17

Currency..................................................................................................

13

18

Compliance..............................................................................................

14

19

Taxes .......................................................................................................

14

20

DAC Tax ................................................................................................

15

21

Access to Records ...................................................................................

15

22

Confidentiality.........................................................................................

16

23

Errors and Omissions ..............................................................................

17

24

Insolvency ...............................................................................................

17

25

Arbitration ...............................................................................................

18

26

Service of Suit .........................................................................................

19

27

Governing Law........................................................................................

20

28

Entire Agreement ....................................................................................

20

29

Severability..............................................................................................

20

30

Intermediary ............................................................................................

21

31

Mode of Execution..................................................................................

21

Company Signing Block ........................................................................

22

Exhibits

Exhibit I - Monthly Reinsurance Rates..................................................

23

Exhibit II - Automatic Reinsurance Binding Limits .............................

24

LIFE SURPLUS SHARE REINSURANCE CONTRACT

TABLE OF CONTENTS

Exhibits

(Cont’d)

Page

Exhibit III – Premium Reconciliation Worksheet................................

25

Exhibit IV – Interests and Liabilities Agreement ................................

26

A.

The Company shall retain not less than $1,000,000 of its gross liability on each Person during the term of this Contract. The Company shall cede and the Reinsurer shall accept the Company’s First Surplus liability, not to exceed the lesser of seven times the Company’s retention or $7,000,000 each risk.

B.

Notwithstanding the above, the Reinsurer’s liability as respects any one Policy reinsured under this Contract shall not exceed $100,000,000 any single Event.

C.

The Reinsurer shall pay to the Company the Reinsurer’s surplus share proportion of indemnity loss under the Policies, Loss Adjustment Expense and Extra Contractual Obligations covered under this Contract.

A.

Waiver of Premium claimants shall be covered, regardless of their date of disability, provided that the date of death occurs during the term of this Contract. Reinsurance premium will be based on the sum of 100% of the face amount of coverage, plus other life insurance coverages, in excess of the $1,000,000 attachment level for current and future disabled lives covered by this Contract.

B.

Survivor Income Benefits will be covered under this Contract on a lump sum basis. Reinsurance premium will be based on the sum of the amount by which the Present Value Benefit of the Survivor Income Benefit plus other life insurance coverage exceeds the $1,000,000 attachment level. In the event of a claim, the Reinsurer will pay the Company a lump sum payment equal to its share of the present value of the Survivor Income Benefit plus other life insurance benefits. The present value for claims will be that used to determine reinsurance premium. The Company will endeavor to remit reinsurance premiums so that the present value for claims will be equal to that used for reserves (based on Generally Accepted Accounting Principles) as determined by the Company.

C.

Policies with total reinsurance volume in excess of $50,000,000 will be covered if they meet all other underwriting requirements and notification to the Lead Reinsurer will satisfy notice with respect to the $100,000,000 limit per Event.

A.

The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances:

1.

The Subscribing Reinsurer ceases underwriting operations.

2.

A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision.

3.

The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations.

4.

The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract).

5.

The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract.

6.

The Subscribing Reinsurer has retroceded its entire liability under this Contract without the Company’s prior written consent.

7.

The Subscribing Reinsurer has been assigned an A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+”. (However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A. M. Best and/or less than “BBB+” by S&P shall apply.)

B.

Termination shall be effected on a run-off or cut-off basis, at the sole discretion of the Company. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately

1.

Liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any Insolvency Fund. “Insolvency Fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, howsoever denominated, established or governed, that provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, that has been declared by any competent authority to be insolvent, or that is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.

2.

Claims under insurance policies issued to professional sports teams which are caused by occupational accidents sustained by insured employees while engaged in travel in connection with their employment.

3.

Long Term Disability and/or salary continuance business.

4.

Military personnel written on a group basis. Employees on leave of absence due to military service will be covered under this Contract as required by USERRA.

5.

Federal Employees Group Life Insurance (FEGLI), Servicemember’s Group Life Insurance (SGLI).

6.

Airport ticket or coupon business.

7.

Assumed Reinsurance, except the JRW portfolio of business, and business that is retroceded back to Prudential.

8.

Any form of reimbursement of liability settlements.

9.

Sickness benefits of any nature whatsoever.

10.

Credit card business, travel card, charge card business, when written as such.

11.

Workers Compensation and Occupational Accident business (all forms).

12.

The AICPA Account (#14273) and business produced by Group Insurance’s Non-Qualified Benefit (PBF) unit.

A.

The Company will submit any New Accounts which fall into any of the following categories to the Reinsurer for prior approval:

1.

Any Policy which exceeds the automatic reinsurance binding limits shown on the attached Exhibit II.

2.

Any of the following industries:

a.

Mining, except white collar personnel;

b.

Sports Teams, except front office personnel;

c.

Airlines, except ground personnel;

d.

Oil & Gas (exploration, production or refining), except white collar personnel;

e.

Chemical Processing, except white collar personnel.

3.

Any Policy where the benefit formula contains no age reduction and there are reinsured lives in excess of age 69.

4.

Any Policy where retired lives would be insured for life insurance amounts in excess of $1,500,000.

5.

Any Policy without an actively-at-work provision and New Accounts which cover in-force disabled lives, where any current disabled lives would be insured for life insurance amounts in excess of $1,000,000.

6.

Any Policy where the type of policyholder is an association.

B.

The Company will submit underwriting information to the Lead Reinsurer for any special acceptance as outlined above. The Lead Reinsurer shall be deemed to have accepted a New Account if it has not responded within two (2) business days after the Lead Reinsurer has received the underwriting information for the New Account. All other Subscribing Reinsurers shall follow the underwriting decisions of the Lead Reinsurer.

A.

The reinsurance premium for each Contract Year shall be calculated by applying the rates shown in the attached Exhibit I to the premium for coverage in excess of $1,000,000 (based

B.

As premium for the reinsurance provided hereunder during each Contract Year, the Company shall pay the Reinsurer a deposit premium of $17,034,600, to be paid in the amount of $4,258,650 on January 1, April 1, July 1 and October 1 of each Contract Year.

C.

Within 60 days following the end of each Contract Year, the Company shall furnish to the Reinsurer a statement of the reinsurance premium for the Contract Year, calculated in accordance with paragraph A above. Should the premium so calculated exceed the deposit premium paid in accordance with paragraph B above, the Company shall promptly pay the Reinsurer the difference.

D.

The Company shall furnish the Reinsurer with such information as may be required by the Reinsurer for completion of its NAIC annual statements.

A.

Until agreement is reached that all claims have been reported and settled in full or appropriate provision for incurred but not reported loss reserves (as established by the Company) has been agreed upon, an Experience Refund shall be provided and calculated by the Reinsurer 90 days after each Contract Year, and quarterly thereafter until all claims are settled in full. The Reinsurer will provide a program experience calculation for the Company to confirm. Promptly upon receipt of the Company’s written confirmation of its agreement to the Experience Refund, the Reinsurer will issue the Experience Refund payment.

B.

For the purposes of this Contract, the calculation will be done for each Contract Year, subject to the following:

1.

Requirements. No Experience Refund shall be payable until all reinsurance premium for the Contract Year has been paid in full to the Reinsurer.

2.

Premium Credit. The Reinsurer shall calculate a premium credit in the amount of 71.2% of the premium received by the Reinsurer for the Contract Year.

3.

Losses. The Reinsurer shall calculate the final amount of losses that have been or shall be reimbursed to the Company for the Contract Year.

4.

Net Balance. The Net Balance for the Contract Year is the Premium Credit less the Losses.

5.

Experience Refund. The Experience Refund shall be 100% of the Net Balance, provided that the Net Balance is greater than zero.

6.

Deficit Balance. Deficit Net Balances will not be carried forward into the subsequent Contract Years.

A.

“First Surplus Liability” means that portion of the Company’s gross liability on any one person, remaining after application of the Company’s net retention.

B.

“Contract Year” means the period from 12:01 a.m., Standard Time, January 1, 2007, to

C.

“Loss Adjustment Expense” means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

1.

court costs;

2.

costs of supersedeas and appeal bonds;

3.

monitoring counsel expenses;

4.

legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including but not limited to declaratory judgment actions;

5.

post-judgment interest; and

6.

pre-judgment interest, unless included as part of an award or judgment.

D.

“Event” means the sum of all individual losses arising out of one or more associated events or occurrences. Events or occurrences will be deemed associated to the extent that they have a common cause or are a chain of events or occurrences forming a part of a schematic whole, even if the events or occurrences themselves are separate in time and place. For these purposes, a series or sequence of events or occurrences reasonably likely to have been caused by one or more persons acting in concert or in accordance with a plan or design will be deemed to have a common cause.

E.

For purposes of the Special Acceptance Article, “New Account” means a new client to the Company or an existing client who has modified its plan design.

F.

“Policy” means any binder, policy, or contract of insurance or reinsurance issued, accepted or held covered provisionally or otherwise, by or on behalf of the Company.

A.

“Extra Contractual Obligations” are obligations outside of the contractual obligations of the Policy and include but are not limited to punitive damages, bad faith damages, compensatory damages, and other damages or statutory penalties which may arise from willful and/or negligent acts or omissions by the Company.

B.

The Company will promptly notify the Reinsurer of its intention to contest, compromise or litigate a claim involving a subject Policy. At the Reinsurer’s request, the Company will provide the Reinsurer an opportunity to review the claim file, including any other relevant information. The Company will also provide the Reinsurer prompt notice of any legal proceedings initiated against the Company in response to its denial of a claim on a Policy. If the Reinsurer elects not to participate, it shall pay the Company, within 10 business days of such election, the reinsured amount of the claim. The Reinsurer’s payment of the reinsured amount in accordance with this Article will discharge its obligations in full with respect to the affected claim.

C.

The Reinsurer is not liable for Extra Contractual Obligations unless it has concurred in writing with the actions of the Company which ultimately led to the imposition of the Extra Contractual Obligations. In these situations, the Company and the Reinsurer will share in Extra Contractual Obligations, in equitable proportions, but, all factors being equal, the Reinsurer’s assessments would be in proportion to the risk accepted for the reinsured Policy involved. If the Reinsurer has not responded in writing to the Company’s notification of a potential Extra Contractual Obligation claim within 10 working days of receipt of such notification, the Reinsurer shall be deemed to have concurred with the Company’s actions regarding such claim. The Reinsurer will pay its share of any Extra Contractual Obligations arising from claims actions with which it has concurred or has been deemed to have concurred.

D.

Any notice or response required under this Article shall be in writing and sent certified or registered mail, return receipt requested, or by overnight courier service.

E.

Loss Adjustment Expense in respect of Extra Contractual Obligations shall be covered hereunder in the same manner as other Loss Adjustment Expense.

F.

Notwithstanding anything stated herein, this Contract will not apply to any Extra Contractual Obligations incurred by the Company as a result of any negligence, fraud or wrong doing by any employee or officer of the Company or an agent representing the Company.

G.

In no event shall coverage be provided to the extent not permitted under law.

A.

The Company will notify the Reinsurer as soon as reasonably possible after the Company receives any type of claim on a subject Policy. Copies of all relevant claims papers will be sent promptly by the Company to the Reinsurer. The settlement made by the Company will be unconditionally binding on the Reinsurer.

B.

The Company will provide the Reinsurer with further reports and papers reasonably required by the Reinsurer for its consideration of the claim.

A.

The Reinsurer will be liable to the Company for the benefits reinsured and, except as provided in the Retention and Limit Article, the reinsurance provided hereunder will not exceed the Company’s contractual liability under the terms of its Policies less the amount retained. The payment of death claims by the Reinsurer will be in one lump sum regardless of the mode of settlement under the Policy. Such a lump sum will be the Reinsurer’s share of the face amount of the Policy. The Reinsurer’s share of interest, which is based on the death proceeds paid by the Company, will be payable in addition to the death claim settlement. Such interest is not considered a claim expense.

B.

For claims on Accelerated Benefits riders reinsured under this Contract, the benefit amount payable by the Reinsurer will be calculated by multiplying the total accelerated death benefit rider payout by the ratio of the reinsured amount to the face amount. The Company’s retention and the amount of the reinsurance shall be reduced proportionately as a result of an Accelerated Benefit claims payment.

C.

Should any claim be settled on a reduced compromise basis, or should a contested claim be settled for a reduced sum, the Company and the Reinsurer will participate in such reductions in proportion to their respective liabilities under the Policy or Policies reinsured.

D.

The Reinsurer may pay its share of the death benefit if it does not deem it advisable to contest the claim.

A.

This Contract applies only to that portion of any loss that the Company retains net for its own account (prior to deduction of any reinsurance that inures solely to the benefit of the Company).

B.

The amount of the Reinsurer’s liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts that may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.

C.

This Contract is solely between the Company and the Reinsurer, and in no instance shall any insured, claimant or other third party have any rights under this Contract except as may be expressly provided otherwise herein.

A.

Where the word “Dollars” and/or the sign “$” appear in this Contract, they shall mean United States Dollars.

B.

For purposes of this Contract, where the Company receives premiums or pays losses in currencies other than United States Dollars, such premiums or losses shall be converted

A.

The Company represents that to the best of its knowledge and belief it is, and shall use its best efforts to continue to be, in substantial compliance in all material respects with all laws, regulations, and judicial and administrative orders applicable to the business reinsured under this Contract (collectively, the “Law”). This includes the maintenance of an effective anti-money laundering policy, to the extent the Company is required to have such a policy in place. Neither the Company nor the Reinsurer shall be required to take any action under this Contract that would result in it being in violation of the Law, which for purposes of the Reinsurer shall include requirements enforced by the U.S. Treasury Department Office of Foreign Asset Control. The Company and the Reinsurer acknowledge and agree that a claim under this Contract is not payable if payment would cause the Reinsurer to be in violation of the Law. Should either party discover a reinsurance payment has been made in violation of the Law, it shall notify the other party and the parties shall cooperate in order to take all necessary corrective actions. The Company will return the reinsurance payment to the Reinsurer, to the extent, and at such time, as permitted by Law.

B.

The Company represents that, to the best of its knowledge and belief, it has secured all necessary federal and state licenses and approvals, and it is operating in compliance with federal and state insurance laws and regulations.

C.

The parties intend that the Company will receive full statutory reserve credit for the subject Policies with all regulatory authorities having jurisdiction over the Company’s reserves. In the event the Reinsurer is not licensed or accredited by any such regulatory authority, then the Reinsurer agrees to ensure that this is accomplished.

A.

In consideration of the terms under which this Contract is issued, the Company undertakes not to claim any deduction of the premium hereon when making Canadian tax returns or when making tax returns, other than Income or Profits Tax returns, to any state or territory of the United States of America or to the District of Columbia.

B.

1. Each Subscribing Reinsurer has agreed to allow, for the purpose of paying the Federal Excise Tax, 1% of the premium payable hereon to the extent such premium is subject to Federal Excise Tax.

A.

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848­2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

1.

The party with the net positive consideration for this Contract for each taxable year will capitalize specified policy acquisition expenses with respect to this Contract without regard to the general deductions limitation of Section 848(c)(1);

2.

Both parties agree to exchange information pertaining to the amount of net consideration under this Contract each year to ensure consistency.

B.

The term “net consideration” will refer to the net consideration as defined in Regulation Section 1.848-2(f).

C.

The Company and the Reinsurer will report the amount of net consideration in their respective federal income tax returns for the previous calendar year. The Company and the Reinsurer will also attach a schedule to their respective federal income tax returns which identifies the Contract as a reinsurance agreement for which the DAC Tax Election under Regulation Section 1.848.2(g)(8) has been made.

D.

This DAC Tax Election will be effective for all years for which this Contract remains in effect.

E.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

A.

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared Proprietary Information, as defined below, unless:

1.

The information becomes publicly available other than through unauthorized disclosure by the party seeking to disclose or use such information;

2.

The information is independently developed by the recipient;

3.

The disclosure is required by the Reinsurer for retrocession purposes;

4.

The disclosure is required by external auditors; or

5.

The disclosure is mandated by law.

B.

In addition, the Reinsurer and its representatives and service providers will protect the confidentiality of Non-Public Personal Information, as defined below, by:

1.

Holding all Non-Public Personal Information transmitted to them by or on behalf of the Company in strict confidence;

2.

Maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of Non-Public Personal Information;

3.

Using Non-Public Personal Information only in the ordinary course of business to carry out Reinsurer’s obligations under this Contract; and

4.

Disclosing Non-Public Personal Information to third parties only as necessary to perform services under the Contract, for purposes of retrocession, or as may be required or permitted by law.

A.

Any unintentional or accidental failure to comply with the terms of this Contract which can be shown to be the result of an oversight, misunderstanding or clerical error, by either the Company or the Reinsurer, will not be deemed to be a breach of this Contract. Upon discovery, the error will be corrected so that both parties are restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

B.

This provision will apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Contract and not to the administration of the insurance provided by the Company to its insureds.

C.

Notwithstanding the above, the Reinsurer will not provide reinsurance for Policies that do not satisfy the terms of this Contract.

A.

If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws will prevail.

B.

In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company, or to its liquidator, receiver, conservator or statutory successor,

C.

Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this reinsurance Contract as though such expense had been incurred by the Company.

D.

As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies).

A.

Any dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration shall be in writing and sent certified or registered mail, return receipt requested, or by overnight courier service.

B.

One arbitrator shall be chosen by each party and the two arbitrators shall then choose an impartial third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days’ prior notice by certified or registered mail, or by overnight courier service,

C.

If the two arbitrators do not agree on a third arbitrator within 60 days of their appointment, the third arbitrator shall be chosen in accordance with the procedures for selecting the third arbitrator in force on the date the arbitration is demanded, established by the ▇▇▇▇ Reinsurance and Insurance Arbitration Society – U.S. (▇▇▇▇▇). The arbitrators shall be persons knowledgeable about insurance and reinsurance who have no personal or financial interest in the result of the arbitration. If a member of the panel dies, becomes disabled or is otherwise unwilling or unable to serve, a substitute shall be selected in the same manner as the departing member was chosen and the arbitration shall continue.

D.

Within 30 days after all arbitrators have been appointed, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules of hearings.

E.

The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. The arbitration shall take place in Newark, New Jersey, or at such other place as the parties shall agree. The decision of any two arbitrators shall be in writing and shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate.

F.

The panel shall interpret this Contract as an honorable engagement rather than as merely a legal obligation and shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible after the hearings. Notwithstanding anything to the contrary in this Contract, the arbitrators may, at their discretion, request and consider underwriting and placement information provided by the Company to the Reinsurer, as well as any correspondence exchanged by the parties that is related to this Contract. Judgment upon an award may be entered in any court having jurisdiction thereof.

G.

Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys’ fees, to the extent permitted by law.

A.

This Article applies only to those Subscribing Reinsurers not domiciled in the United States of America, and/or not authorized in any state, territory and/or district of the United States of America where authorization is required by insurance regulatory authorities.

B.

This Article shall not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract.

C.

In the event of the failure of the Reinsurer to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer’s rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The Reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the

D.

Service of process in such suit may be made upon Messrs. Mendes and Mount, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. The above-named are authorized and directed to accept service of process on behalf of the Reinsurer in any such suit.

E.

Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the Reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof.

A.

This Contract may be executed by:

1.

an original written ink signature of paper documents;

2.

an exchange of facsimile copies showing the original written ink signature of paper documents;

3.

electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated.

B.

The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.

Age Range

Monthly Rates Per Thousand

Up to age 19

0.042

20 to 24

0.042

25 to 29

0.042

30 to 34

0.048

35 to 39

0.061

40 to 44

0.082

45 to 49

0.124

50-54

0.206

55-59

0.320

60-64

0.511

65-69

0.857

70-74

1.488

75–79

2.911

80+

5.702

Guarantee Issue Limit

Maximum Term Life Insurance

Covered Lives

Basic

Optional

Combined

Basic

Optional

Combined

200-500

All Guarantee Issue

$

250,000

$

750,000

$

500,000

$

500,000

$

1,000,000

500 - 999

All Guarantee Issue

$

500,000

$

1,500,000

$

1,000,000

$

1,000,000

$

2,000,000

1,000 - 2,499

All Guarantee Issue

$

500,000

$

1,500,000

$

1,000,000

$

1,500,000

$

2,500,000

2,500 - 4,999

All Guarantee Issue

$

750,000

$

1,750,000

$

1,000,000

$

2,000,000

$

3,000,000

5,000 - 7,499

All Guarantee Issue

$

750,000

$

2,750,000

$

2,000,000

$

2,500,000

$

3,750,000

7,500 - 9,999

All Guarantee Issue

$

750,000

$

2,750,000

$

2,000,000

$

2,500,000

$

4,000,000

10,000 - 24,999

All Guarantee Issue

$

750,000

$

2,750,000

$

2,000,000

$

2,500,000

$

4,000,000

25,000 +

All Guarantee Issue

$

750,000

$

2,750,000

$

2,000,000

$

4,000,000

$

6,000,000

Clients plan

design allows for

amounts xs $1

million

Lives

Volume

Total NAO Premium

total w census

4,224,211

268,443,771,427

$

995,105,325 (1)

total w/o census

1,720,149

157,008,263,471

$

271,529,990 (2)

Total

5,944,360

425,452,034,898

$1,266,635,315 (3)

0.214371088 (4) = (2)/(3)

Census xs

Age

Rate

1,000,000

Premium

<30

0.042

$ 107,993,183

$ 54,429

30 – 34

0.048

$ 177,473,822

$ 102,225

35 – 39

0.061

$ 570,591,406

$ 417,673

40 – 44

0.082

$1,109,595,817

$1,091,842

45 – 49

0.124

$1,326,940,344

$1,974,487

50 – 54

0.206

$ 915,823,661

$2,263,916

55 – 59

0.320

$ 623,887,570

$2,395,728

60 – 64

0.511

$ 326,086,072

$1,999,560

65 – 69

0.857

$ 87,119,700

$ 895,939

70 – 74

1.488

$ 25,487,383

$ 455,103

75 – 79

2.911

$ 4,492,290

$ 156,925

80 – 84

5.702

$ 7,336,000

$ 501,958

(a) – annual premium for

volume xs $1M where census

$12,309,785

is available

$ 3,358,917

(b) = (a)/(1-(4))*(4)

$15,668,701

(c) = (a) + (b)

(d) = (c)/.9 where .9 is subject

to adjustment and assumes

NAO volume xs $1M = 90%

$17,409,668

of total volume xs $1M