Common use of Contested Claims Clause in Contracts

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.cxx xx xx xxxxxxxxx xxxxxxxx by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool (Excess Risks) -- Effective 10/1/2008 October 1, 2008 Between HLIC HLAIC and Swiss ReCanada Life a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-non- routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly will notify the Reinsurer in writing of its intent intention to deny, reducecontest, compromise, or litigate a claim involving a reinsured policy. At this time, the Ceding Company will provide all information relevant to its intention to contest, litigatecompromise, or assert defenses against (collectively, "Contest") litigate a claim on a risk reinsured under this Agreementto the Reinsurer, including, but not limited to investigation papers, the applicable underwriting file, and all claims proofs. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communicationsReinsurer may, within six (6) business 30 days of receipt of such all information (relevant to the "Contested Claim Review Period")claim, the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether disagreement with the Ceding Company's intention to contest, compromise, or not it shall participate litigate a claim. In addition, as new relevant information becomes available to the Ceding Company regarding said claim, the Ceding Company will provide such information to the Reinsurer, and the Reinsurer may, within 30 days of receipt of the new relevant information on the claim, notify the Ceding Company in writing of the ContestReinsurer's disagreement with the Ceding Company's intention to contest, compromise, or litigate a claim. The In the event the Reinsurer may extend disagrees with the Contested Claim Review Period by two (2) additional business days by written notice Ceding Company's intention to contest, compromise, or litigate a claim, the Reinsurer will pay the Reinsurer's proportionate share of the Net Amount at Risk on the claim in full to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review PeriodIn this event, the Reinsurer will be deemed to have elected to participate shall not share in the Contestany expense involved in any such contest or compromise, and nor in any settlement made by the Ceding Company shall be binding on the Reinsurer. 2reduction in claim resulting therefrom. If the Reinsurer elects to participate in the Contestcontest, then: a. The Ceding Company will advise compromise or litigation of said claim, (i) the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay bear its proportionate share of any settlement amount or judgment, as set forth in Article 14.g, below, as well as its proportionate share of any expenses incurred by the Ceding Company in contesting, compromising, or litigating any claim, as set forth in Article 14.f, below; and (ii) if the Ceding Company's contest, compromise, or litigation results in a reduction in its liability, the Reinsurer will benefit by a proportionate share in such proportion based on reduction. For purposes of this Article 14.e., the Reinsurer's proportionate share shall be the proportion of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, reinsured by the Reinsurer does not agree with on the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense policy or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior rider to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3total Net Amount at Risk on such policy or rider. If the Reinsurer declines should decline to participate in the Contest of contest, compromise or litigation, the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall will then release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate full share of non-routine claims expenses (defined below in Section G) incurred to reinsurance death benefits for the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall policy and not share sharing in any subsequent increase or decrease reduction in liability for the claimliability. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC ILA and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six eight (6) 8) business days of receipt of all such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects or is deemed to have elected to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, claim at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any the settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement.b. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re: a. The Reinsurer shall release all of its liability under this Agreement for the claim by paying the Ceding Company the Reinsured Net Amount at Risk full amount of its reinsurance coverage under this Agreement for the claim as though there were no Contest and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest2.b; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.cxx xx xx xxxxxxxxx xxxxxxxx by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Allocated Retention Pool (Non-Excess Risks) -- Effective October 1, 2008 Between Canada Life xxx XXXXX Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re: a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.xxx xx xx xxxxxxxxx xxxxxxxd by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.b.

Contested Claims. 1. The Ceding Company shall will promptly notify the Reinsurer of its intent intention to deny, reducecontest, compromise, contest, litigate, or assert defenses against (collectively, "Contest") litigate a claim on over $250,000 involving a risk reinsured under this Agreementpolicy. The Ceding Company shall will also furnish promptly and fully disclose to the reinsurer all information material relating to such actionthe claim. Recognizing the urgent nature of these communications, within six (6) business days of Upon receipt of such information (the "Contested Claim Review Period")all documents, the Reinsurer shall will have five (5) working days to notify the Ceding Company in writing of its decision to accept participation in the contest, compromise, or litigation. If the Reinsurer has accepted participation, the Company will promptly advise the Reinsurer of all developments in the claim investigation, including notification of any legal proceedings against it in response to denial of the claim. At the request of the Reinsurer, the Company will confer with the Reinsurer to advise it of the status of the investigation, litigation or discussions relating thereto, and will instruct any counsel retained to act on behalf of the Company in connection with the investigation, litigation or related negotiations, to confer with the Reinsurer, upon request of the Reinsurer, regarding the status of the investigation, litigation or related negotiations. In particular, the Company will arrange for the Reinsurer (should the Reinsurer request the same) to participate in discussions with the Company's decision whether counsel at the initiation of the contest and prior to the time when the Reinsurer must elect to participate or not it shall participate in the Contest. The Reinsurer investigation or litigation, as the case may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day periodbe. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Periodaccept participation, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay then fulfill its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest obligation by paying the Company its full share of liability as if there had been no Contestthe reinsurance amount, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall will not share in any subsequent reduction or increase in liability, and will not share in loss adjustment expenses or decrease extracontractual obligations. If the Reinsurer accepts participation and the Company's contest, compromise, or litigation results in liability for a reduction or increase in liability, the claim. 4. The Reinsurer will not recommend share in any such reduction or increase in proportion to its share of the Ceding Company to contest a claimrisk on the contested policy.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.cxx xx xx xxxxxxxxx xxxxxxxx by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool (Excess Risks) -- Effective 10/1/2008 October 1, 2008 Between HLIC and Swiss ReCanada Life a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly will immediately notify the Reinsurer of its intent Pool Reinsurers if it intends to deny, reduce, compromise, contest, litigate, compromise or assert defenses against (collectively, "Contest") litigate a claim on a risk reinsured under this Agreementinvolving reinsurance and will give each Pool Reinsurer an opportunity to review the claim papers. The Ceding Company shall also furnish all information material If any Pool Reinsurer prefers not to such action. Recognizing participate in the urgent nature of these communicationscontest, within six (6) business days of receipt of such information (the "Contested Claim Review Period")compromise or claim litigation, the that Pool Reinsurer shall will notify the Ceding Company in writing of its decision within fifteen (15) days of its receipt of the Reinsurer's decision whether or not it shall participate in claim papers, and that Pool Reinsurer will immediately pay the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice full amount of reinsurance due to the Ceding Company. Once the Pool Reinsurer has paid its reinsurance liability, if such notice is provided by the end of the initial six-day period. If the Reinsurer does it will not respond to the Ceding Company within the Contested Claim Review Periodbe liable for legal and/or investigative expenses, the Reinsurer it will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims no further liability for expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingcontest, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, compromise or litigation and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall will not share in any subsequent increase or decrease reduction of the policy face amount. When the Pool Reinsurers agree to participate in liability for a contest, compromise or claim litigation involving reinsurance, the claim. 4Ceding Company will give each participating Pool Reinsurer prompt notice of the beginning of any legal proceedings involving the contested policy. The Reinsurer Ceding Company will not recommend promptly furnish the participating Pool Reinsurers with copies of all documents pertaining to a lawsuit or notice of intent to file a lawsuit by any of the claimants or parties to the policy. The participating Pool Reinsurers will share in the payment of legal or investigative expenses relating to a contested claim in the same proportion as their Net Amount at Risk bears to the Ceding Company's Net Amount at Risk. The participating Pool Reinsurers will not reimburse expenses associated with non-reinsured policies. If the contest, compromise or litigation results in a reduction in the liability of the contested policy, the participating Pool Reinsurers will share in the reduction in the same proportion that the amount reinsured with each Pool Reinsurer bore to the amount payable under the terms of the policy on the date of death of the insured. If the contest, compromise or litigation results in a dismissal of the claim and a return of the premium to the claimant and/or to the beneficiary(ies), the participating Pool Reinsurers will refund all premiums that the Ceding Company has paid to contest a claimthem.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canaxxxxxx.xxx xx xx xxxxxxxxx provided by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool (Excess Risks) -- Effective 10/1/2008 October 1, 2008 Between HLIC and Swiss ReCanada Life a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly will notify the Reinsurer promptly of its intent intention to denyinvestigate, reducecontest, compromise, contest, litigate, or assert defenses against litigate any claim involving a Reinsured Policy (collectively, hereinafter a "ContestContested Claim") a claim on a risk reinsured under this Agreement). The Ceding Company shall also furnish will provide the Reinsurer all relevant information material and documents, as such become available, pertaining to such actionContested Claims and will promptly report any developments during the Reinsurer's review. Recognizing The Reinsurer will inform the urgent nature Company in writing of these communications, its decision to contest or not contest a claims within six fifteen (615) business days of receipt having received all documents on the claim being investigated, contested, compromised or litigated, or earlier if judicially required or required by statute, If the Reinsurer: a) Does not support the contest of such information (the "Contested Claim Review Period")Claim, the Reinsurer shall notify will pay the Ceding Company in writing its full share of the Reinsurerreinsurance benefit, and will not share in any subsequent reduction or increase in liability or in any subsequent expenses incurred by the Company. [REDACTED]; or b) Supports the Company's decision whether or not it shall participate in to contest the Contest. The Reinsurer may extend claim and the Contested Claim Review Period by two (2) additional business days by written notice results in a reduction or increase in liability, the Reinsurer will share in any reduction or increase in proportion to the Ceding Company, if such notice is provided by the end its share of the initial six-day periodrisk on the Contested Claim. If the Reinsurer does not respond supports the decision to contest the Ceding Company within the Contested Claim Review Periodclaim, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings (including, but not limited to, consumer complaints or actions by governmental authorities) initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3Contested Claim. If the Reinsurer declines fails to participate notify the Company in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all writing of its liability for decision to contest or not contest a claim within fifteen (15) business days of receiving all documents on the claim being contested, or earlier if judicially required or required by paying statute, the Ceding Reinsurer will have been deemed to have agreed with the Company's proposed course of action or inaction. If the Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred returns premiums to the date on which policy owner or beneficiary as a result of rescinding a policy, or if the Company pays a suicide benefit, the Reinsurer notifies the Ceding Company will refund net reinsurance premiums received on that it declines to be a party policy to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claimCompany. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.xxx xx xx xxxxxxxxx xxxxxxxd by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool (Excess Risks) -- Effective 10/1/2008 October 1, 2008 Between HLIC HLAIC and Swiss ReCanada Life a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-non- routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly will notify the Reinsurer of its intent intention to deny, reducecontest, compromise, contest, litigateor litigate a claim involving a reinsured policy, or assert defenses against (collectively, "Contest") to rescind coverage by the Company under a claim on a risk reinsured under this Agreementpolicy. The Ceding Company shall also furnish all information material then submit to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing for review, copies of the Reinsurer's decision whether insured’s death certificate or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice other reliable proof of death as agreed to the Ceding Company, if such notice is provided by the end of Reinsurer, claimant’s statement and, upon the initial six-day periodReinsurer’s request, any other papers connected with the claim or rescission. If In the event that the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected wish to participate in the Contestcontest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contestcompromise, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement or litigation of the claim, such proportion based on it shall notify the Reinsurer's proportionate share Company within five (5) business days after receipt of all the Total Net Amount at Risk of necessary papers. Within this time period, the coverage, as defined in Schedule B; and c. Reinsurer can request an additional ten (10) business days if needed. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course then discharge all of action associated with the Contest, the Reinsurer may opt out of the Contest its liability by paying the Company its full share of the reinsured liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC Company and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall will not share in any subsequent increase or decrease reduction in liability for liability. Table of Contents ARTICLE VIII (cont’d) If the Reinsurer agrees with the decision to participate in the contest of the claim. 4, the Reinsurer will share in any subsequent reduction in the Company’s liability. The Reinsurer will not recommend share in such reduction in the proportion that the Reinsurer’s net liability bears to the Ceding sum of the net liability before reduction of the Company and all reinsurers, including the Reinsurer, on the insured’s date of death. In the event that the Reinsurer does not wish to contest participate in a claimrescission of insurance, it shall notify the Company within five (5) business days after receipt of all the necessary papers. Within this time period, the Reinsurer can request an additional ten (10) business days if needed. In such a case, the Reinsurer shall not participate in the payment of any expenses incurred as a result of the rescission. Should the Company proceed with rescission of the policy, but is subsequently required to reinstate the policy, it is understood that the Reinsurer agrees to participate in the reinsurance of the reinstated policy under the terms and conditions described in this Agreement, and provided that there is no non-contractual increase to the Reinsurer’s share. Ceded Benefits Payable The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim plus the Reinsurer’s proportionate share of interest that the Company pays on death proceeds until the Company’s date of settlement. For the purposes of this provision, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy. The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s kept retention on the policy. Misstatement of Age or Sex If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction. The reinsurance with the Reinsurer shall be rewritten from the commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.cxx xx xx xxxxxxxxx xxxxxxxx by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Allocated Retention Pool (Non-Excess Risks) -- Effective October 1, 2008 Between Canada Life xxx XXXX Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re: a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this AgreementAgreement via email to reins_claims@canadalife.xxx xx xx xxxxxxxxx xxxxxxxd by the Reinsurer. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial sixfive-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals claim until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share relationship of the Reinsured Net Amount at Risk to the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingabove, if if, at any point in time, the Reinsurer does not agree disagrees with the Ceding Company's course of action associated with the Contestaction, the Reinsurer may opt out of the Contest by paying the Ceding Company the Reinsured Net Amount at Risk and its full proportionate share of liability non-routine claims expenses (defined in Section G) incurred to the date on which the Reinsurer opts out in the same proportion as stated above in b as if there had been were no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Extra Contractual Obligations in accordance with Article XIII that arise from agreed upon actions taken prior to the date the Reinsurer opts out. out in the same proportion as stated above in Paragraph b. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool (Excess Risks) -- Effective 10/1/2008 October 1, 2008 Between HLIC and Swiss ReCanada Life a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b 2.b, as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. In the event the Ceding Company does not notify the Reinsurer of a Contest on a claim, in accordance with paragraph 1 above, the Reinsurer shall not be liable for non-routine claims expenses, defined below in Section G, or Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest, but will remain liable for its proportionate share of the lesser of (i) the contractual benefits that would have been payable had there been no Contest or (ii) the actual amounts payable as a result of the Contest. 5. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six eight (6) 8) business days of receipt of all such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects or is deemed to have elected to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, claim at reasonable intervals until the claim is resolved;; Allocated Retention. Pool -- Effective 11/1/2012 Between ILA and HLIC and XXXARC b. The Reinsurer shall pay its proportionate share of any the settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B, and in accordance with Article XIII; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement.b. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re: a. The Reinsurer shall release all of its liability under this Agreement for the claim by paying the Ceding Company the Reinsured Net Amount at Risk full amount of its reinsurance coverage under this Agreement for the claim as though there were no Contest and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest2.b; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to that the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall Cedent must promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk litigation that results from Cedent’s contesting insurance reinsured under this Agreement, or asserting defenses to a claim for such insurance (“Litigation”). The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of Upon receipt of such information (the "Contested Claim Review Period")notice and after Reinsurer has received all requested documents relevant to such Litigation, the Reinsurer shall must promptly notify the Ceding Company Cedent in writing of the Reinsurer's ’s decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the ContestLitigation. If Reinsurer participates in the Litigation, and any settlement made by if the Ceding Company shall Litigation results in the reduction of Cedent’s liability, Reinsurer will share in this reduction. Reinsurer’s percentage of the reduction will be binding Reinsurer’s Net Amount at Risk on the Reinsurer. 2individual life as it relates to Cedent’s total Net Amount at Risk on the date of the death of the insured. If the Reinsurer elects should decline in writing to participate in the ContestLitigation, then: a. The Ceding Company Reinsurer will advise the Reinsurer be released of all significant developmentsliability by paying Cedent: (i) the full amount of reinsurance as if there had been no contest, including notice of legal proceedings initiated in connection with the contested claimcompromise or Litigation, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its and (ii) Reinsurer’s proportionate share of covered expenses incurred to the date Reinsurer notifies Cedent that Reinsurer declines to participate. Reinsurer will not share in any settlement of the claimsubsequent reduction in liability. If Reinsurer accepts participation and Cedent’s contest, compromise, or Litigation results in a reduction or increase in liability, Reinsurer will share in any such reduction or increase, subject to Article 9.8, in proportion based on the Reinsurer's proportionate to its share of the Total Net Amount at Risk of risk on the coverage, as defined in Schedule B; and c. The contested policy. After Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoinghas agreed to participate, if at any point in time, the Cedent and Reinsurer does not agree with the Ceding Company's subsequently disagree on Cedent’s course of action associated to be taken with the Contestrespect to a Contested Claim, the Reinsurer may opt out of the Contest by paying contest, provide Cedent with reasonable notice of its decision to opt out, pay its full share of liability as if there had been no Contestthe reinsurance benefit, and shall incur no further expense or obligation to reimburse the Ceding Company Cedent for any Statutory Penalties, Compensatory Damages or Punitive Damages (collectively “ECOs”) arising or assessed with respect to actions taken after the date the Reinsurer opts out. However, once the Once Reinsurer has participated agreed to participate in the Contestcontest, the Reinsurer shall remain liable responsible, in accordance with the terms of this Agreement, to reimburse Cedent, on a pro rata basis, for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon such ECOs with respect to actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.

Contested Claims. 1. The Ceding Company shall will promptly notify the Reinsurer of its intent if the Company intends to deny, reduce, compromise, contest, litigate, compromise or assert defenses against (collectively, "Contest") litigate a claim on a risk reinsured under covered by this Agreement. The Ceding Company shall also furnish all information material agreement. a) If the Reinsurer prefers not to such action. Recognizing participate in the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period")contest, the Reinsurer shall will notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business within fifteen days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If Reinsurer's receipt of all documents requested, and the Reinsurer does not respond to will immediately pay the Ceding Company within the Contested Claim Review Periodfull amount of reinsurance due. Once the Reinsurer has paid the Reinsurer's reinsurance liability, the Reinsurer will not be deemed to liable for any legal and/or investigative expenses and the Reinsurer will have elected no further liability for those expenses described in subparagraph b, below, which are associated with the contest, compromise or litigation of a claim. b) When the Reinsurer agrees to participate in a contest, compromise or litigation involving reinsurance, the Contest, and Company will give the Reinsurer prompt notice of the beginning of any settlement made legal proceedings involving the contested policy. The Company will promptly furnish the Reinsurer with copies of all documents pertaining to a lawsuit or notice of intent to file a lawsuit by any of the Ceding Company shall be binding on claimants or parties to the Reinsurerpolicy. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. c) The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also will share in the non-routine claims expenses (defined below in Section G) payment of reasonable investigative and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest attorney's fees relating to a contested claim in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, Reinsurer's original liability bears to the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of original liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which . In addition the Reinsurer notifies will share in payment of any penalties and interest imposed automatically against the Ceding Company that it declines by statute and arising solely out of a judgement rendered against the Company in a suit or a settlement for policy benefits relating to be a party to the action, contested claim in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in the Reinsurer's original liability for bears to the Company's original liability prior to the contest of the claim. 4. The Reinsurer will not recommend reimburse expenses associated with non-reinsured policies. d) If the Company's contest, compromise or litigation results in a reduction in the liability of the contested policy, the Reinsurer will share in the reduction in the same proportion that the amount of reinsurance bore to the Ceding Company to contest a claimamount payable under the terms of the policy on the date of death of the insured.

Contested Claims. 1. The Ceding Company shall promptly will immediately notify the Reinsurer of its intent if it intends to deny, reduce, compromise, contest, litigate, compromise or assert defenses against (collectively, "Contest") litigate a claim on a risk reinsured under this Agreementinvolving reinsurance and will give the Reinsurer an opportunity to review the claim papers. The Ceding Company shall also furnish all information material If the Reinsurer prefers not to such action. Recognizing participate in the urgent nature of these communicationscontest, within six (6) business days of receipt of such information (the "Contested Claim Review Period")compromise or claim litigation, the Reinsurer shall will notify the Ceding Company in writing of its decision within fifteen (15) days of its receipt of the Reinsurer's decision whether or not it shall participate in claim papers, and that Reinsurer will immediately pay the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice full amount of reinsurance due to the Ceding Company, if such notice is provided by the end of the initial six-day period. If Once the Reinsurer does has paid its reinsurance liability, it will not respond to the Ceding Company within the Contested Claim Review Periodbe liable for legal and/or investigative expenses, the Reinsurer it will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims no further liability for expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoingcontest, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, compromise or litigation and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall will not share in any subsequent increase or decrease reduction of the reinsurance liability. When the Reinsurer agrees to participate in liability for a contest, compromise or claim litigation involving reinsurance, the claim. 4Ceding Company will give the Reinsurer prompt notice of the beginning of any legal proceedings involving the contested policy. The Ceding Company will promptly furnish the Reinsurer with copies of all documents pertaining to a lawsuit or notice of intent to file a lawsuit by any of the claimants or parties to the policy. The Reinsurer will not recommend share in the payment of legal or investigative expenses relating to a contested claim in the same proportion as its Net Amount at Risk bears to the Ceding Company’s Net Amount at Risk. The participating Reinsurer will not reimburse expenses associated with non-reinsured policies. If the contest, compromise or litigation results in a reduction in the liability of the contested policy, the Reinsurer will share in the reduction in the same proportion that the amount reinsured with each Pool Reinsurer bore to the amount payable under the terms of the policy on the date of death of the insured. If the contest, compromise or litigation results in a dismissal of the claim and a return of the premium to the claimant and/or to the beneficiary(ies), the Reinsurer will refund all premiums that the Ceding Company has paid to contest a claimit.

Contested Claims. 1. The Ceding Company shall promptly notify advise the Reinsurer of its intent intention to deny, reduce, compromise, contest, litigatecompromise or litigate any claim involving any Reinsured Contract, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), and the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall may elect to participate in the Contest. The Reinsurer may extend the Contested Claim Review Period any such contest by two (2) additional business days by written giving notice to the Ceding Company, if Company thereof within thirty (30) calendar days of its receipt of notice describing such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to claim from the Ceding Company within the Contested Claim Review PeriodCompany; provided, the Reinsurer will be deemed to have elected to participate in the Contesthowever, and any settlement made by that the Ceding Company shall not be binding on obligated to provide such notice in the Reinsurer. 2case of routine administration of claims. If the Reinsurer elects to participate in such contest, the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk expenses of such contest, and shall share in any reduction of the coverageCeding Company’s liability for such contested claim. In addition, as defined if after the Ceding Company has presented the Reinsurer with a course of action it intends to pursue with respect to such contest and the Reinsurer elects to participate in Schedule B; and c. The Reinsurer shall also share such contest and does not expressly object in the non-routine claims expenses (defined below in Section G) and writing to such course of action that gave rise to an Extra-Contractual Obligation, then the Reinsurer shall be liable for such Extra-Contractual Obligation that arises from such contest (such Extra-Contractual Obligations for which Reinsurer is liable, the “Reinsurer Extra- Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, ”). If the Reinsurer does not agree with the Ceding Company's course of action associated with the Contestelect to participate in such contest, the Reinsurer may opt out of the Contest by paying it shall discharge its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall be subject to dispute resolution in accordance with this Agreement. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the such contested claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend payment to the Ceding Company of the full amount of its liability on the Reinsured Contract with respect to contest a such claim.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") If CENTURY LIFE determines that a claim on a risk for contract benefits reinsured under this Agreementagreement should be denied, contested, compromised, or litigated, it will notify FRANKONA AMERICA and will make available all of the information it possesses regarding the claim for FRANKONA AMERICA's review. After such review and before any indication of denial or contest to the claimant, if FRANKONA AMERICA agrees in writing that the claim should be denied or contested, FRANKONA AMERICA will participate in its share of any and all damages, fees and expenses resulting from a judgment arising out of a claim against CENTURY LIFE in connection with the denial or contest provided, however, that FRANKONA AMERICA will share only such damages, or portion thereof, which are assessed solely as a result of the decision to deny or contest the claim and for no other reason. If FRANKONA AMERICA does not agree in writing that a claim should be denied or contested, then it will pay the full amount of the reinsurance to CENTURY LIFE. In no event will FRANKONA AMERICA participate in any damages, fees, or expenses, or portion thereof, which have been assessed by a court of competent jurisdiction on the basis of negligence, oppression, malice, fraud, fault, wrongdoing, or bad faith by CENTURY LIFE, nor any act or omission not consistent with the generally accepted practices and standards of the life insurance industry applicable at the time of such act or omission. The Ceding Company language of this paragraph shall also furnish all information material be deemed effective only as and to such actionthe extent permitted by the law of any applicable jurisdiction. Recognizing FRANKONA AMERICA's "share" of any payment, expenses, damages and fees, as described above, will be the urgent nature proportional amount of these communicationsitems determined by the ratio of reinsurance held by FRANKONA AMERICA to the total amount of the polices involved in the litigation. MISSTATEMENT OF AGE OR SEX In the event of an increase or reduction in the amount of the original insurance under any policy reinsured under this agreement because of a misstatement of age or sex established after the death of the insured, within six (6) business days CENTURY LIFE and FRANKONA AMERICA will share in the increase or reduction in proportion to their respective net liabilities on the policy immediately before the adjustment. RECAPTURES If CENTURY LIFE increases its maximum limit of receipt of such information (retention for new business, it may make a corresponding reduction, at its own option, in the "Contested Claim Review Period")reinsurance in force under this agreement. However, the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or reduction may not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by be made before the end of the initial six-day periodtenth (10th) policy year of any given cession. Such a reduction can and will be made only on those lives on which CENTURY LIFE has maintained its maximum limit of retention for the plan, age and mortality classification of the risk, as shown in schedule A, at the time of issue. Special reduced limits for specific underwriting hazards or impairment will not be considered to be maximum limits of retention. CENTURY LIFE will notify FRANKONA AMERICA of its intention to exercise its option to recapture eligible risks, and the effective date such recapture is to begin, within ninety days after the effective date of its increase in retention for new issues. Reinsurance in force will then be reduced, as herein provided, on the respective anniversary date next following, or the tenth anniversary date when applicable. If CENTURY LIFE elects to recapture as provided above, then it must recapture all reinsurance that is eligible for recapture. Recapture will begin with the Reinsurer does not respond effective date established by CENTURY LIFE and will continue uninterrupted by CENTURY LIFE until all eligible policies have been recaptured. Notwithstanding the above, whenever reinsurance is issued under this agreement on the conversion of a policy originally reinsured under this agreement or any other agreement between CENTURY LIFE and FRANKONA AMERICA, the recapture provisions applicable to the Ceding Company within original reinsurance will continue to apply to the Contested Claim Review Periodreinsurance of the new policy. The reduction in each risk will be an amount that will increase CENTURY LIFE's share in the risk to its new maximum limit of retention for the age, plan and risk classification at the time of issue. If reinsurance is in force with other companies on a given life, the Reinsurer reduction will be deemed to have elected to participate effected in such a way that FRANKONA AMERICA's share of the Contesttotal amount of reinsurance after the reduction will be the same as FRANKONA AMERICA's share of the total reinsurance amount before the reduction (e.g., and any settlement made by if FRANKONA AMERICA held 30% of the Ceding Company shall be binding on total reinsurance before the Reinsurer. 2reduction, it will hold 30% of the total reinsurance after the reduction). If at the Reinsurer elects to participate time of recapture the risk is on active claim for Disability Waiver of Premium, the Life risk will still be considered eligible for recapture. However, the Disability reinsurance, if applicable, will remain in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals force until the claim is resolved; b. The Reinsurer shall pay its proportionate terminated, at which time the Disability risk will be recaptured. If the Disability Waiver of Premium claim is resumed within two years of this recapture, due to an extension of the initial disablement, FRANKONA AMERICA will be liable for payment of FRANKONA AMERICA's share of any settlement premiums waived by CENTURY LIFE, subject to collection of the claim, such proportion based Disability premiums on the ReinsurerFRANKONA AMERICA's proportionate share of the Total Net Amount at Risk risk for the period following the recapture of the coverageDisability risk. CENTURY LIFE will have the option of recapturing reinsurance cessions issued in amounts of less than $2,500, as defined in Schedule B; and c. The Reinsurer shall also share in on their respective third policy anniversaries. CENTURY LIFE will notify FRANKONA AMERICA before the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligationsend of each calendar year of its intention to exercise this option. If this option is elected, as defined in Article XIIIthen each such cession will be recaptured on its respective third anniversary date next following, associated with the Contest in provided that if any such cession is so recaptured, then every such cession reaching its respective third policy anniversary during the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-Contractual Obligations arose from agreed upon actions taken prior to the date the Reinsurer opts out shall calendar year will be subject to dispute resolution in accordance with this Agreementso recaptured. 3. If the Reinsurer declines to participate in the Contest of the claim, then: Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and Swiss Re a. The Reinsurer shall release all of its liability for the claim by paying the Ceding Company the Reinsured Net Amount at Risk and its proportionate share of non-routine claims expenses (defined below in Section G) incurred to the date on which the Reinsurer notifies the Ceding Company that it declines to be a party to the action, in the same proportion as stated above in Paragraph 2.b as though there were no Contest; and b. The Reinsurer shall not share in any subsequent increase or decrease in liability for the claim. 4. The Reinsurer will not recommend to the Ceding Company to contest a claim.