Common use of AUTOMATIC PROVISIONS Clause in Contracts

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY'S liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and a copy copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such form shall be deemed disapproved if not so approved.fund deletion in writing. [redacted] C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised investment fund it not so approved unless REINSURER has reviewed and expressly approved such fund in writing. [redacted] D. Notwithstanding Paragraphs B and C above, CEDING COMPANY must provide written notice notify REINSURER in advance of any upcoming changes to the REINSURER of such intention together with a copy of the new or revised investment fundpolicy form, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fundcontract, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9[redacted] [redacted] F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreementagreement between the parties. The CEDING COMPANY shall provide written notice [redacted]. F. [redacted] If, at any time, any variable investment option fails to qualify as a regulated investment company under Subchapter M of the REINSURER Internal Revenue Code and/or fails to meet the diversification requirements of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no Subchapter L of the Internal Revenue Code, the REINSURER'S liability pursuant with respect to revised limits and rules unless and until such variable investment option may be terminated by the REINSURER, within thirty (30) working upon 30 days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY[redacted] G. [redacted] If the CEDING COMPANY that causes such revised limits variable investment option to satisfy the requirements of Subchapter M and rules are acceptable.Subchapter L, within the 30-day notice period, the REINSURER'S liability in respect to such variable investment option will be reinstated from the date the variable investment option satisfies the requirements of both Subchapter M and Subchapter L. [redacted] [redacted]

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede code and the REINSURER shall automatically accept the REINSURED GMDB AMOUNT and the REINSURED ACCOUNT VALUE under the VARIABLE ANNUITY CONTRACTS that are covered by this AgreementCONTRACT forms as described in Schedule B-1. B. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed by the REINSURER prior to their issuance. Benefit rider forms, contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede code to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives they receive notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. Under the circumstances referred to in Section B of this article, REINSURER will be allowed to increase the reinsurance premium rate for this Agreement, as of the effective date of the new or revised contract form or benefit rider form. However, if the increase in reinsurance premium rate exceeds the guidelines provided in Schedule B-2, the CEDING COMPANY may exercise a right to recapture all contracts affected by the new or revised contract form or benefit rider form. D. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in Variable and Fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-3. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2B-3, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. . E. The effective date of reinsurance hereunder shall be the date REINSURER receives notice CEDING COMPANY intends to take steps necessary to qualify each variable investment option as a regulated investment company under Subchapter M of the new or revised fund, or such other earlier date as designated by REINSURER. D. Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. F. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with Manufacturers Life Insurance Co of N.A. 9 VA GMDB DSL Treaty Effective July 1, 2000 respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s 's value to the total account value. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. G. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter M or Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. H. The issue age limits and the total RETAIL ANNUITY PREMIUMS premium deposits per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY within fifteen (15) working days from the date they receive notification that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY’S liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. Notice of disapproval will not affect ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER’S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the fund’s initial availabilitydate it receives notification and copies thereof; provided, however, that such funds are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date Notice of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised funddisapproval will not affect ANNUITY CONTRACTS issued under Schedule B-1, or such other earlier date as designated including amendments to Schedule B-2 that were previously approved by REINSURER. D. The Notwithstanding Paragraphs B and C above, CEDING COMPANY also intends that each variable investment option meet must notify REINSURER in advance of any upcoming changes to the additional diversification requirements that are applicable policy form, contract, or prospectus which may affect ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to insurance company separate accounts under Subchapter L this Agreement within 60 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANYdate it receives notification. The REINSURER’s REINSURER shall have no liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value proposed change to the total account value. If the REINSURER’s liability is terminated policy form, contract, or prospectus which may affect ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to any variable investment optionsuch change and, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermorewhere REINSURER concludes that an Amendment to this Agreement is required, subsequent transfers from any variable subaccount that such Amendment is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for effected by the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationparties hereto. G. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreementagreement between the parties. The CEDING COMPANY shall provide prior written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The l, and REINSURER shall have no liability pursuant with respect to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable. F. The CEDING COMPANY will provide to the REINSURER a legal opinion to the effect that each variable investment option listed on or proposed as an addition to Schedule B-2 both (i) qualifies as a regulated investment company under Subchapter M of the Internal Revenue Code and (ii) meets the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. The REINSURER will not be liable with respect to any variable investment option for which it has not received such opinion. G. If, at any time, any variable investment option fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, the REINSURER’S liability with respect to such variable investment option may be terminated by the REINSURER, upon 30 days written notice to the CEDING COMPANY. The REINSURER’S liability with respect to any GMDB CLAIM or EEB CLAIM will be determined by multiplying the REINSURED GMDB AMOUNT or the REINSURED EEB NET AMOUNT AT RISK by the proportion of the RETAIL ANNUITY PREMIUM invested in the disqualified funds to the total RETAIL ANNUITY PREMIUM. If the REINSURER’S liability is terminated with respect to any variable investment option, the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any an investment account of any ANNUITY CONTRACT that fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, to any fixed account option or other investment account that satisfies such requirements of Subchapters M and L of the Internal Revenue Code, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. H. If the CEDING COMPANY causes such variable investment option to satisfy the requirements of Subchapter M and Subchapter L, within the 30-day notice period, the REINSURER’S liability in respect to such variable investment option will be reinstated from the date the variable investment option satisfies the requirements of both Subchapter M and

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that where such forms were reviewed by the REINSURER prior to their issuance. These benefit rider forms or contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or materially revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives notification and a copy thereof, and any such form . A revision shall be considered material if it increases the risk to the REINSURER Such forms are deemed disapproved if unless the REINSURER's written approval is submitted within such time period. The effective date of reinsurance hereunder shall be the date of the REINSURER's approval, or such other earlier date as designated by the REINSURER. If such forms are disapproved, or a mutually satisfactory agreement cannot so approvedbe reached between the CEDING COMPANY and the REINSURER regarding revised terms for this Agreement, the CEDING COMPANY shall have the right of immediate termination of this Agreement for new business only. The CEDING COMPANY shall provide the REINSURER with written notification of its intent to terminate. The date of termination shall be the date (that the new or revised contract forms would have become effective. C. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in Variable and Fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER the REINSURER's approval. The effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by the REINSURER. D. The CEDING COMPANY intends to take steps necessary to ensure that each variable investment option is qualified as a regulated investment company under Subchapter M of the Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate Manufacturers Life and ACE Tempest Re GEM accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps steps, directly or indirectly, to bring the (The variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with respect to any variable investment option will be determined by multiplying the excess, if any, NET AMOUNT AT RISK times the REINSURER's quota share of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE risk as shown in Schedule F by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS PREMIUM for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY directly or indirectly brings the variable investment option in compliance with Subchapter M or Subchapter L either within the 180-day notice period or after the (The 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies qualities with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date (the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY COMPANY, within fifteen (15) working days from the date they receive notification, that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. The REINSURER shall not unreasonably withhold approval of such form where such form does not materially alter the risks assumed by the REINSURER hereunder. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty forty (3040) workings days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date of initial availability if notice is received within 40 days of the fund’s initial availability. If notice is received more than forty days after the fund’s initial availability, the REINSURER must consent in writing to the inclusion of such new or revised fund in this Agreement. If the REINSURER consents to including the new or revised fund, the effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by the REINSURER. The REINSURER shall not unreasonably withhold approval of such fund where such fund does not materially alter the risks assumed by the REINSURER hereunder. If the REINSURER fails to object to the inclusion of a fund for which it did not receive timely notice of the fund’s inclusion by the CEDING COMPANY within ninety (90) working days of notification of such fund, then the fund shall be deemed approved. If the REINSURER reasonably refuses to consent to a new or revised fund based upon the failure of the CEDING COMPANY to give timely notice of the fund’s inclusion, then the REINSURER’s liability for claims arising out of any ANNUITY CONTRACT with any investment in such fund shall be calculated in the same manner as though the fund failed to qualify under Subchapter L as described in section E below. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option a reinsurance claim will be determined by multiplying the excessADJUSTED GMIB CLAIM by (1) a fraction the numerator of which is the RETAIL ANNUITY PREMIUM invested in the qualified variable accounts and the fixed account options and the denominator of which is the total RETAIL ANNUITY PREMIUM, if any, any RETAIL ANNUITY PREMIUM is invested in the non-qualifying account at the time the ANNUITY CONTRACT is issued and no transfers to or from the non-qualifying account have occurred; or (2) a fraction the numerator of the REINSURED GMDB AMOUNT over which is the REINSURED ACCOUNT VALUE by invested in the proportion qualified variable accounts and the fixed account options and the denominator of the variable investment option’s value to which is the total account valueREINSURED ACCOUNT VALUE at the most recent time funds are transferred to or from the non-qualifying variable account. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised may approve any changes in the CEDING COMPANY’s published limits and rules unless and until the REINSURER, identified on Schedule C-1 within thirty (30) working days after of the date it receives notification and a copy thereof, and any such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptablechange shall be deemed disapproved if not so approved.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY'S liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule 8-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the fund’s initial availabilitydate it receives notification and copies thereof; provided, however, that such funds are deemed disapproved unless the REINSURER'S written approval is submitted within such time period. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date Notice of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised funddisapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, or such other earlier date as designated including amendments to Schedule B-2 that were previously approved by REINSURER. D. The Notwithstanding Paragraphs Band C above, CEDING COMPANY also intends that each variable investment option meet must notify REINSURER in advance of any upcoming changes to the additional diversification requirements that are applicable policy form, contract, or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to insurance company separate accounts under Subchapter L this Agreement within 30 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANYdate it receives notification. The REINSURER’s REINSURER shall have no liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value proposed change to the total account value. If the REINSURER’s liability is terminated policy form, contract, or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to any variable investment optionsuch change and, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermorewhere REINSURER concludes that an Amendment to this Agreement is required, subsequent transfers from any variable subaccount that such Amendment is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for effected by the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationparties hereto. G. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreementagreement between the parties. The CEDING COMPANY shall provide prior written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and REINSURER shall have no liability pursuant with respect to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY'S liability for the GMDB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and a copy copies thereof; provided, and any however, that such form shall be forms are deemed disapproved if unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the (2) Moreover, REINSURER a shall have no liability with respect to a new any contract form or revised investment benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund it must deletion in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fundcontract form or rider form, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availabilityB-1. The CEDING COMPANY may add new REINSURER will approve or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the disapprove any new or revised fund, contract forms or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L benefit rider forms within 30 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANYnotification and copies thereof; provided, provides written notice to the CEDING COMPANY however, that such revised limits and rules forms are acceptabledeemed disapproved unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept reinsurance in connection with the ANNUITY CONTRACTS CONTRACTs that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS CLAIMs paid under ANNUITY CONTRACT forms or benefit rider forms that are forms, as supplemented by additional materials, listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. The REINSURER shall not unreasonably withhold approval of such form where such form does not materially alter the risks assumed by the REINSURER hereunder. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty forty (3040) working days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date of initial availability if notice is received within 40 days of the fund’s initial availability. If notice is received more than forty days after the fund’s initial availability, the REINSURER must consent in writing to the inclusion of such new or revised fund in this Agreement. If the REINSURER consents to including the new or revised fund, the effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by the REINSURER.. The REINSURER shall not unreasonably withhold approval of such fund where such fund does not materially alter the risks assumed by the REINSURER hereunder. If the REINSURER fails to object to the inclusion of a fund for which it did not receive timely notice of the fund’s inclusion by the CEDING COMPANY within ninety (90) working days of notification of such fund, then the fund shall be deemed approved. If the REINSURER reasonably refuses to consent to a new or revised fund based upon the failure of the CEDING COMPANY to give timely notice of the fund’s inclusion, then the REINSURER’s liability for claims arising out of any ANNUITY CONTRACT with any investment in such fund shall be calculated in the same manner as though the fund failed to qualify under Subchapter L as described in section E. below. Ohio National — ACE Tempest Re GMDB 2006 Treaty 9 D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue CodeCode (“Subchapter L”). E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulationsSubchapter L, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option reinsurance claim will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over by (1) a fraction the numerator of which is the RETAIL ANNUITY PREMIUMS invested in the qualifed variable accounts and the fixed account options and the denominator of which is the total RETAIL ANNUITY PREMIUMS, if any RETAIL ANNUITY PREMIUMS are invested in the non - qualifying variable account at the time the ANNUITY CONTRACT is issued and no transfers to or from the non-qualifying account have occurred; or (2) a fraction the numerator of which is the REINSURED ACCOUNT VALUE by invested in the proportion qualified variable accounts and the fixed account options and the denominator of the variable investment option’s value to which is the total account valueREINSURED ACCOUNT VALUE at the most recent time funds are transferred to or from the non-qualifying variable account. If the REINSURER’s liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.. Ohio National — ACE Tempest Re GMDB 2006 Treaty 10

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs ACTIVE CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, terminated as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE ADJUSTED GMIB CLAIM by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future MONTHLY QUARTERLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, regulations will be considered subsequent RETAIL ANNUITY PREMIUMS PREMIUM for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9Agreement to the extent that any investments in such variable investment option were made after such termination date. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY QUARTERLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB REINSURED CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB NET AMOUNT over the REINSURED ACCOUNT VALUE AT RISK by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9EEB 10 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY’S liability for the GMDB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved benefit rider forms and contract forms are listed on Schedule X-x as attached hereto B-1, and as may be revised by amended from time to time upon agreement of the parties as provided hereinparties. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not disapprove any new or revised contract forms or benefit riders that contain revisions or amendments that are not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing, provided however that such approval will not be unreasonably withheld. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not so approveddisapprove any deletion of funds that REINSURER determines in good faith is not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised substituted investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing, provided however that such approval will not be unreasonably withheld. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the date it receives notification and copies thereof; provided, however, that such funds are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not disapprove any addition of any investment fund that REINSURER determines in good faith is not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-2 that were previously approved by REINSURER. Notwithstanding the foregoing, REINSURER will have no right of disapproval for investment fund changes that are solely the result of actions taken by the investment fund’s initial availability. The investment manager, such as, but not limited to, fund name changes, and that are not the result of CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURERCOMPANY’s own actions. D. The Notwithstanding Paragraphs B and C above, CEDING COMPANY also intends must notify REINSURER in advance of any upcoming changes to the VARIABLE ANNUITY CONTRACT forms or benefit riders contained on Schedule B-1 that each variable may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to this Agreement within 60 days of the date it receives notification. REINSURER shall have no liability with respect to any proposed change to the policy form or benefit rider that may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to such change and, where REINSURER concludes that an Amendment to this Agreement is required, such Amendment is effected by the parties hereto. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the issue age limits and RETAIL ANNUITY PREMIUMS limits as shown in Schedule C-1, unless an exception is permitted by mutual written agreement between the parties. CEDING COMPANY shall provide prior written notice to REINSURER of any changes in its published limits and rules identified on Schedule C-1, and REINSURER shall have no liability with respect to revised limits and rules unless and until REINSURER provides written notice to CEDING COMPANY that such revised limits and rules are acceptable. F. If, at any time, any investment option fund listed on Schedule B-1 fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the additional diversification requirements that are applicable to insurance company separate accounts under of Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L , as determined by an official action of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps Service or other regulatory body or court of law having jurisdiction to bring the variable investment option in compliance with these regulations, make such a determination the REINSURER’s ’S liability with respect to such investment fund may be terminated by the variable investment option can be terminatedREINSURER, as to future GMDB CLAIMS, with 180 days upon 30 days’ written notice to the CEDING COMPANY; provided such notice is given within 30 days from the date that the REINSURER discovers such failure(s) and so notifies the CEDING COMPANY. The REINSURER’s ’S liability with respect to any variable investment option GMDB CLAIM will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE AMOUNT, as applicable, by the proportion of the variable investment option’s value RETAIL ANNUITY PREMIUM invested in the disqualified funds to the total account valueRETAIL ANNUITY PREMIUM. If the REINSURER’s ’S liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from an investment fund of any variable subaccount VARIABLE ANNUITY CONTRACT that is not in compliance with these regulationsfails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, to any fixed account option or variable subaccount other investment account that is in compliance with these regulationssatisfies such requirements of Subchapters M and L of the Internal Revenue Code, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. G. If the CEDING COMPANY brings causes such investment fund to satisfy the variable investment option in compliance with Subchapter requirements of Subchapters M and L either of the Internal Revenue Code, within the 180-day notice period or after the 18030-day notice period, the REINSURER’s ’S liability in respect to such variable investment option fund will be reinstated from the date the variable investment option qualifies with satisfies the regulation. requirements of both Subchapter M and Subchapter L. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment accountfund, beginning with investments as of the date the variable investment account qualifies with satisfies the regulation. G. The issue age limits requirements of Subchapter M and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.Subchapter L.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by under this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede were inforce prior to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approvedEFFECTIVE DATE. C. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in Variable and Fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. B. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. B. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The Provided the REINSURER receives notice of the new or revised fund within thirty (30) days after the new or revised fund's initial availability, the effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations's initial availability. Otherwise, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to REINSURER may approve any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option new or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, fund within thirty (30) working days after of the date it receives notification and a copy thereof, and any such notice from fund shall be deemed disapproved if not so approved. D. This Agreement covers only the CEDING COMPANY, provides written notice to liability for GMDB CLAIMS where the CEDING COMPANY that such revised limits date of death of the INSURED LIFE is on or after the EFFECTIVE DATE and rules are acceptablebefore or on the TERMINATION DATE. E. The REINSURER'S liability for GMDB CLAIMS may be limited in accordance with Schedule C-2.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s ’S liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s ’S liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s ’S liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s ’S liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB REINSURED GEB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB REINSURED GEB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The Provided the REINSURER receives notice of the new or revised fund within thirty (30) days after the new or revised fund’s initial availability, the effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund’s initial availability. Otherwise, the REINSURER may approve any new or revised fund within thirty (30) working days of the date it receives notification and a copy thereof, and any such other earlier date as designated by REINSURERfund shall be deemed disapproved if not so approved. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB REINSURED GEB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE GEB CLAIM by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM PREMIUMS will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account Ohio National & ACE Tempest GEB 9 option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9Agreement to the extent that any investments in such variable investment option were made after such termination date of the variable investment option. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised may approve any changes in the CEDING COMPANY’s published limits and rules unless and until the REINSURER, identified on Schedule C-1 within thirty (30) working days after of the date it receives notification and a copy thereof, and any such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptablechange shall be deemed disapproved if not so approved.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx MLLICNY & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx MLLICNY & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS CONTRACTs that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days BUSINESS DAYs of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS ADJUSTED GMIB CLAIMs paid under ANNUITY ACTIVE CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date of initial availability if notice is received within 30 days of the fund’s initial availability. If notice is received more than thirty days after the fund’s initial availability, the REINSURER must consent in writing to the inclusion of such new or revised fund in this Agreement. If the REINSURER consents to including the new or revised fund, the effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. If the REINSURER fails to consent in writing to the inclusion of such new or revised fund, any ACTIVE CONTRACT that invests in such new or revised fund ceases to be an ACTIVE CONTRACT under this Agreement. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. The CEDING COMPANY must inform the REINSURER within thirty (30) days of any variable investment option failing to qualify under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the ACTIVE CONTRACT investing in the non-qualifying variable investment option can be terminatedXxxxxxx National New York and ACE Tempest Life Re GMIB 8 option, as to future GMDB CLAIMS, with will cease 180 days after written notice of termination is sent by the REINSURER to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or , the REINSURER’s liability with respect to the ACTIVE CONTRACT investing in such variable investment option will not cease. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L after the 180-day notice period, the REINSURER’s 's liability in respect to ACTIVE CONTRACTs invested in such variable investment option will not be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationreinstated. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days BUSINESS DAYs after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by under this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede were inforce prior to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approvedEFFECTIVE DATE. C. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in Variable and Fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. B. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. B. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The Provided the REINSURER receives notice of the new or revised fund within thirty (30) days after the new or revised fund's initial availability, the effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations's initial availability. Otherwise, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to REINSURER may approve any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option new or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, fund within thirty (30) working days after of the date it receives notification and a copy thereof, and any such notice from fund shall be deemed disapproved if not so approved. D. This Agreement covers only the CEDING COMPANY, provides written notice to liability for GMDB CLAIMS where the CEDING COMPANY that such revised limits date of death of the INSURED LIFE is on or after the EFFECTIVE DATE and rules are acceptablebefore or on the TERMINATION DATE. E. The REINSURER'S liability for GMDB CLAIMS may be limited in accordance with Schedule C-2. 8

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY'S liability for the GMDB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and a copy copies thereof; provided, and any however, that such form shall be forms are deemed disapproved if unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the (2) Moreover, REINSURER a shall have no liability with respect to a new any contract form or revised investment benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund it must deletion in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fundcontract form or rider form, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availabilityB-1. The CEDING COMPANY may add new REINSURER will approve or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the disapprove any new or revised fund, contract forms or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L benefit rider forms within 30 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANYnotification and copies thereof; provided, provides written notice to the CEDING COMPANY however, that such revised limits and rules forms are acceptabledeemed disapproved unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed by the REINSURER prior to their issuance. Benefit rider forms, contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or materially revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives notification and a copy thereof, and any such form . A revision shall be considered material if it increases the risk to the REINSURER. Such forms are deemed disapproved if unless REINSURER's written approval is submitted within such time period. The effective date of reinsurance hereunder shall be the date of REINSURER's approval, or such other earlier date as designated by REINSURER. If such forms are disapproved, or a mutually satisfactory agreement cannot so approvedbe reached between the REINSURER and the CEDING COMPANY regarding revised terms for this Agreement, the CEDING COMPANY shall have the right of immediate termination of this Agreement for new business only. The CEDING COMPANY shall provide the REINSURER with written notification of its intent to terminate. The date of termination shall be the date that the new or revised contract forms would have become effective. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY intends to take steps necessary to qualify each variable investment option as a regulated investment company under Subchapter M of the Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE ADJUSTED GMIB CLAIM by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the Manufacturers Life and ACE Tempest Re GMIB 9 variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. , Furthermore, subsequent transfers from form any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L or Subchapter M either within the 180-day notice period or after the 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY’S liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. Notice of disapproval will not affect ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER’S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS paid under ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the fund’s initial availabilitydate it receives notification and copies thereof; provided, however, that such funds are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date Notice of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised funddisapproval will not affect ANNUITY CONTRACTS issued under Schedule B-1, or such other earlier date as designated including amendments to Schedule B-2 that were previously approved by REINSURER. D. The Notwithstanding Paragraphs B and C above, CEDING COMPANY also intends that each variable investment option meet must notify REINSURER in advance of any upcoming changes to the additional diversification requirements that are applicable policy form, contract, or prospectus which may affect ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to insurance company separate accounts under Subchapter L this Agreement within 60 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANYdate it receives notification. The REINSURER’s REINSURER shall have no liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value proposed change to the total account value. If the REINSURER’s liability is terminated policy form, contract, or prospectus which may affect ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to any variable investment optionsuch change and, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermorewhere REINSURER concludes that an Amendment to this Agreement is required, subsequent transfers from any variable subaccount that such Amendment is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for effected by the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationparties hereto. G. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreementagreement between the parties. The CEDING COMPANY shall provide prior written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and REINSURER shall have no liability pursuant with respect to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable. F. The CEDING COMPANY will provide to the REINSURER a legal opinion to the effect that each variable investment option listed on or proposed as an addition to Schedule B-2 both (i) qualifies as a regulated investment company under Subchapter M of the Internal Revenue Code and (ii) meets the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. The REINSURER will not be liable with respect to any variable investment option for which it has not received such opinion. G. If, at any time, any variable investment option fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, the REINSURER’S liability with respect to such variable investment option may be terminated by the REINSURER, upon 30 days written notice to the CEDING COMPANY. The REINSURER’S liability with respect to any GMDB CLAIM or EEB CLAIM will be determined by multiplying the RE1NSURED GMDB AMOUNT or the REINSURED EEB NET AMOUNT AT RISK by the proportion of the RETAIL ANNUITY PREMIUM invested in the disqualified funds to the total RETAIL ANNUITY PREMIUM. If the REINSURER’S liability is terminated with respect to any variable investment option, the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any an investment account of any ANNUITY CONTRACT that fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, to any fixed account option or other investment account that satisfies such requirements of Subchapters M and L of the Internal Revenue Code, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. H. If the CEDING COMPANY causes such variable investment option to satisfy the requirements of Subchapter M and Subchapter L, within the 30-day notice period, the REINSURER’S liability in respect to such variable investment option will be reinstated from the date the variable investment option satisfies the requirements of both Subchapter M and

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB REINSURED CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB REINSURED CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB NET AMOUNT over the REINSURED ACCOUNT VALUE AT RISK by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9EEB 10 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY'S liability for the GMDB CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved Benefit rider forms and contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER'S written approval is submitted within such time period. Notice of disapproval will not so approvedaffect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the fund’s initial availabilitydate it receives notification and copies thereof; , provided, however, that such funds are deemed disapproved unless the REINSURER'S written approval is submitted within such time period. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date Notice of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised funddisapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, or such other earlier date as designated including amendments to Schedule B-2 that were previously approved by REINSURER. D. The Notwithstanding Paragraphs B and C above, CEDING COMPANY also intends that each variable investment option meet must notify REINSURER in advance of any upcoming changes to the additional diversification requirements that are applicable policy form, contract, or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to insurance company separate accounts under Subchapter L this Agreement within 30 days of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANYdate it receives notification. The REINSURER’s REINSURER shall have no liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value proposed change to the total account value. If the REINSURER’s liability is terminated policy form, contract, or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to any variable investment optionsuch change and, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermorewhere REINSURER concludes that an Amendment to this Agreement is required, subsequent transfers from any variable subaccount that such Amendment is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for effected by the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationparties hereto. G. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreementagreement between the parties. The CEDING COMPANY shall provide prior written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and REINSURER shall have no liability pursuant with respect to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s ’S liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s ’S liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s ’S liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx MLLICNY & ACE Tempest GMDB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s ’S liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on On or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept a Quota Share percentage, as provided in Schedule E, with respect to the ANNUITY CONTRACTS that are covered by CEDING COMPANY’S liability for the REINSURANCE CLAIMS for each ACTIVE CONTRACT reinsured under this AgreementAgreement as provided in this Article. B. (1) This Agreement covers only the liability for GMDB REINSURANCE CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were reviewed and approved by REINSURER prior to their issuance. Approved benefit rider forms and contract forms are listed on Schedule X-x as attached hereto B-1, and as may be revised by amended from time to time upon agreement of the parties as provided hereinparties. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised contract form or benefit rider form, it must form not so approved unless and until REINSURER has reviewed and expressly approved such form in writing. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider form forms within thirty (30) working 30 days of the date it receives notification and copies thereof; provided, however, that such forms are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not disapprove any new or revised contract forms or benefit riders that contain revisions or amendments that are not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. (2) Moreover, REINSURER shall have no liability with respect to any contract form or benefit rider form if funds have been deleted from the form as approved by the REINSURER. REINSURER shall be liable with respect to such form only after REINSURER has reviewed and expressly approved any such fund deletion in writing, provided however that such approval will not be unreasonably withheld. CEDING COMPANY shall provide prior written notice to REINSURER of a request for such approval together with a copy thereofof the new or revised contract form or rider form, and a revised Schedule B-1. REINSURER will approve or disapprove any new or revised contract forms or benefit rider forms within 30 days of the date it receives notification and copies thereof; provided, however, that such form shall be forms are deemed disapproved if unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not so approveddisapprove any deletion of funds that REINSURER determines in good faith is not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-1 that were previously approved by REINSURER. C. This Agreement covers only the liability for GMDB REINSURANCE CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB2. If the CEDING COMPANY intends to cede to the REINSURER a shall have no liability with respect to a any new or revised substituted investment fund it must not so approved unless REINSURER has reviewed and expressly approved such fund in writing, provided however that such approval will not be unreasonably withheld. CEDING COMPANY shall provide prior written notice to the REINSURER of a request for such intention approval together with a copy of the new or revised investment fund, and a revised Schedule B-2, . REINSURER will approve or disapprove any new or revised investment funds within thirty (30) 30 days of the date it receives notification and copies thereof; provided, however, that such funds are deemed disapproved unless the REINSURER’S written approval is submitted within such time period. REINSURER expressly acknowledges and agrees that its right of disapproval under this section herein will be used reasonably; and REINSURER will not disapprove any addition of any investment fund that REINSURER determines in good faith is not material to REINSURER’s duties and liabilities assumed under this Agreement. Notice of disapproval will not affect VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments to Schedule B-2 that were previously approved by REINSURER. Notwithstanding the foregoing, REINSURER will have no right of disapproval for investment fund changes that are solely the result of actions taken by the investment fund’s initial availability. The investment manager, such as, but not limited to, fund name changes, and that are not the result of CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURERCOMPANY’s own actions. D. The Notwithstanding Paragraphs B and C above, CEDING COMPANY also intends must notify REINSURER in advance of any upcoming changes to the VARIABLE ANNUITY CONTRACT forms or benefit riders contained on Schedule B-1 that each variable may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement. REINSURER will determine whether such changes require a modification to this Agreement within 60 days of the date it receives notification. REINSURER shall have no liability with respect to any proposed change to the policy form or benefit rider that may affect VARIABLE ANNUITY CONTRACTS reinsured under this Agreement unless and until REINSURER has agreed in writing to be bound with respect to such change and, where REINSURER concludes that an Amendment to this Agreement is required, such Amendment is effected by the parties hereto. E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the issue age limits and RETAIL ANNUITY PREMIUMS limits as shown in Schedule C-1, unless an exception is permitted by mutual written agreement between the parties. CEDING COMPANY shall provide prior written notice to REINSURER of any changes in its published limits and rules identified on Schedule C-1, and REINSURER shall have no liability with respect to revised limits and rules unless and until REINSURER provides written notice to CEDING COMPANY that such revised limits and rules are acceptable. F. If, at any time, any investment option fund listed on Schedule B-1 fails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the additional diversification requirements that are applicable to insurance company separate accounts under of Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L , as determined by an official action of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps Service or other regulatory body or court of law having jurisdiction to bring the variable investment option in compliance with these regulations, make such a determination the REINSURER’s ’S liability with respect to such investment fund may be terminated by the variable investment option can be terminatedREINSURER, as to future GMDB CLAIMS, with 180 days upon 30 days’ written notice to the CEDING COMPANY; provided such notice is given within 30 days from the date that the REINSURER discovers such failure(s) and so notifies the CEDING COMPANY. The REINSURER’s ’S liability with respect to any variable investment option REINSURANCE CLAIM will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over or the REINSURED ACCOUNT VALUE EEB NET AMOUNT AT RISK, as applicable, by the proportion of the variable investment option’s value RETAIL ANNUITY PREMIUM invested in the disqualified funds to the total account valueRETAIL ANNUITY PREMIUM. If the REINSURER’s ’S liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from an investment fund of any variable subaccount VARIABLE ANNUITY CONTRACT that is not in compliance with these regulationsfails to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and/or fails to meet the diversification requirements of Subchapter L of the Internal Revenue Code, to any fixed account option or variable subaccount other investment account that is in compliance with these regulationssatisfies such requirements of Subchapters M and L of the Internal Revenue Code, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. G. If the CEDING COMPANY brings causes such investment fund to satisfy the variable investment option in compliance with Subchapter requirements of Subchapters M and L either of the Internal Revenue Code, within the 180-day notice period or after the 18030-day notice period, the REINSURER’s ’S liability in respect to such variable investment option fund will be reinstated from the date the variable investment option qualifies with satisfies the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as requirements of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.both Subchapter M and

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule XB-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the Ohio National & ACE Tempest GMIB 9 REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised may approve any changes in the CEDING COMPANY’s published limits and rules unless and until the REINSURER, identified on Schedule C-l within thirty (30) working days after of the date it receives notification and a copy thereof, and any such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptablechange shall be deemed disapproved if not so approved.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that where such forms were reviewed by the REINSURER prior to their issuance. These benefit rider forms, contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or materially revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives notification and a copy thereof, and any such form . A revision shall be considered material if it increases the risk to the REINSURER. Such forms are deemed disapproved if unless REINSURER's written approval is submitted within such time period. The effective date of reinsurance hereunder shall be the date of REINSURER's approval, or such other earlier date as designated, by REINSURER. If such forms are disapproved, or a mutually satisfactory agreement cannot so approvedbe reached between the REINSURER and the CEDING COMPANY regarding revised terms for this Agreement, the CEDING COMPANY shall have the right of immediate termination of this Agreement for new business only. The CEDING COMPANY shall provide the REINSURER with written notification of its intent to terminate. The date of termination shall be the date that the new or revised contract forms would have become effective. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY intends to take steps necessary to ensure that each variable investment option is qualified as a regulated investment company under Subchapter M of the Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps steps, directly or indirectly, to bring the variable investment option in compliance with these Manufacturers Life NY and ACE Tempest Re GMIB 9 regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE ADJUSTED GMIB CLAIM by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY directly or indirectly brings the variable investment option in compliance with Subchapter L or Subchapter M either within the 180l80-day notice period or after the 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by under this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that where such forms were reviewed by the REINSURER prior to their issuance. These benefit rider forms, contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or materially revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives they receive notification and a copy thereof, and any such form . A revision shall be considered material if it increases the risk to the REINSURER. Such forms are deemed disapproved if unless the REINSURER's written approval is submitted within such time period. The effective date of reinsurance hereunder shall be the date of REINSURER's approval, or such other earlier date as designated by REINSURER. If such forms are disapproved, or a mutually satisfactory agreement cannot so approvedbe reached between the REINSURER and the CEDING COMPANY regarding revised terms of this Agreement, the CEDING COMPANY shall have the right of immediate termination of this Agreement for new business only. The CEDING COMPANY shall provide the REINSURER with written notification of its intent to terminate. The date of termination shall be the date that the new or revised contract forms would have become effective. C. This Agreement covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs invested in Variable and Fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s 's initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER the REINSURER's approval. The effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by the REINSURER. D. The CEDING COMPANY intends to take steps necessary to ensure that each variable investment option is qualified as a regulated investment company under Subchapter M of the Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code.code. Manufacturers Life and ACE Tempest Re GMDB E. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps steps, directly or indirectly, to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 's liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option’s value option to the total account valueRETAIL ANNUITY PREMIUMS. If the REINSURER’s 's liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account amount option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY directly or indirectly brings the variable investment option in compliance with Subchapter M or Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s 's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, REINSURER provides written notice to the CEDING COMPANY within fifteen (15) working days from the date they receive notification that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that were reviewed by the REINSURER prior to their issuance. Benefit rider forms, contract forms, as supplemented by additional materials, are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided hereinB-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve or disapprove any new or revised contract forms or benefit rider form within thirty fifteen (3015) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided hereinB-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L or of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9. F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY Ohio National and ACE Tempest Re 10 REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx MLLICNY & ACE Tempest GMDB GMIB 9 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS CONTRACTs that are covered by this Agreement. B. This Agreement covers only the liability for GMDB ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. B-1. The REINSURER will may approve any new or revised contract forms or benefit rider form within thirty (30) working days BUSINESS DAYs of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved. C. This Agreement covers only the liability for GMDB CLAIMS ADJUSTED GMIB CLAIMs paid under ANNUITY ACTIVE CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date of initial availability if notice is received within 30 days of the fund’s initial availability. If notice is received more than thirty days after the fund’s initial availability, the REINSURER must consent in writing to the inclusion of such new or revised fund in this Agreement. If the REINSURER consents to including the new or revised fund, the effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. If the REINSURER fails to consent in writing to the inclusion of such new or revised fund, any ACTIVE CONTRACT that invests in such new or revised fund ceases to be an ACTIVE CONTRACT under this Agreement. D. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code. CEDING COMPANY must inform the REINSURER within thirty (30) days of any variable investment option failing to qualify under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s 's liability with respect to the ACTIVE CONTRACT investing in the non-qualifying variable investment option can be terminated, as to future GMDB CLAIMS, with will cease 180 days after written notice of termination is sent by the REINSURER to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & National and ACE Tempest GMDB 9Re GMIB 8 F. If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in with respect to the ACTIVE CONTRACT investing in such variable investment option will be reinstated from not cease. If the date CEDING COMPANY brings the variable investment option qualifies in compliance with Subchapter L after the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment 180-day notice period, the REINSURER's liability in the respect to ACTIVE CONTRACTs invested in such variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulationoption will not be reinstated. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-lC-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty fifteen (3015) working days BUSINESS DAYs after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

AUTOMATIC PROVISIONS. A. Subject to Article III, on or after the EFFECTIVE DATE TIME of this AgreementAGREEMENT, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY ACTIVE CONTRACTS that are covered by under this AgreementAGREEMENT. B. This Agreement AGREEMENT covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule X-x as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede were inforce prior to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule X-x. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approvedEFFECTIVE TIME. C. This Agreement AGREEMENT covers only the liability for GMDB CLAIMS paid under VARIABLE ANNUITY CONTRACTs CONTRACTS invested in variable and fixed investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. B. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. B. The CEDING COMPANY may add new or revise revised investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER. D. The CEDING COMPANY also intends that each variable investment option meet This AGREEMENT covers only the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L liability for GMDB CLAIMS where the date of death of the Internal Revenue CodeINSURED LIFE is on or after the EFFECTIVE TIME and before or on the TERMINATION DATE. E. If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future GMDB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s 'S liability for GMDB CLAIMS may be limited in accordance with respect to any variable investment option will be determined by multiplying the excess, if any, of the REINSURED GMDB AMOUNT over the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement. Xxxxxxx Xxxxx & ACE Tempest GMDB 9Schedule C-2. F. If the CEDING COMPANY brings the variable investment option in compliance The REINSURER's liability under this AGREEMENT shall attach simultaneously with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as that of the date the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-l, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-l. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice and all reinsurance with respect to which the REINSURER shall be liable by virtue of this AGREEMENT shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to the CEDING COMPANY without any deductions for brokerage, and to the same modifications, alterations and cancellations, as the respective VARIABLE ANNUITY CONTRACTS to which liability under this AGREEMENT attaches, the true intent of this AGREEMENT being that such revised limits the REINSURER shall, in every case to which liability under this AGREEMENT attaches, follow the fortunes of the CEDING COMPANY, and rules are acceptablethe REINSURER shall be bound, without limitation, by all payments and settlements entered into by or on behalf of the CEDING COMPANY.