Common use of Reinsurance Clause in Contracts

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject Copies of all retrocession and reinsurance agreement pursuant to which a Parent Subsidiary has ceded, transferred, reinsured or assumed any obligations or liabilities under any reinsurance or insurance agreement with respect to which such Parent Subsidiary has booked any liability or recoverable or under which such Parent Subsidiary has any contingent liabilities or rights (collectively, the “Parent Reinsurance Agreements”) have been made available to the Company and each Parent Reinsurance Agreement is in full force and effect, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each such Parent Reinsurance Agreement is a valid and binding agreement of the applicable Parent Subsidiary, enforceable against such Parent Subsidiary in accordance with its terms and conditions (except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of this Agreementcreditors’ rights generally, or by principles of equity, none of which conditions, to the Knowledge of the Company, exist as of the Effective Timedate hereof). To the Knowledge of Parent, each Parent Reinsurance Agreement is a valid and binding obligation of each other party thereto, enforceable against such party in accordance with the Ceding Company hereby cedes on an indemnity reinsurance basis terms of such Parent Reinsurance Agreement (except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the ReinsurerKnowledge of Parent, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced exist as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesdate hereof). (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either Each Parent Subsidiary party to a Parent Reinsurance Agreement pursuant to its policy terms which a Parent Subsidiary has ceded, transferred or at reinsured any obligations or liabilities (“Parent Retrocession Agreements”) is entitled to take full credit (except (i) in the direction ofcase of PXRE Reinsurance Company, as set forth on Schedule F of such Parent Subsidiary’s Parent Statutory Statement, or as consented to by(ii) in the case of PXRE Reinsurance Ltd., the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer extent that an allowance has been included in the applicable Parent Statutory Statement) in its respective Parent Statutory Statements pursuant to Applicable Law for all reinsurance and coinsurance ceded pursuant to any Premiums and related interest that Parent Retrocession Agreement to which such Parent Subsidiary is a party. No notice of intended cancellation or termination has been received by Parent or any of the Ceding Company receives in connection with Parent Subsidiaries from any of the other parties to such reinstatementParent Retrocession Agreements. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. 1. Subject to the conditions in paragraph 4, a Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow an assuming reinsurer which has its head office or is domiciled in the territory of the other Party (hereunder for the purpose of Article 3, a “Home Party Assuming Reinsurer”) to enter into a reinsurance agreement with a ceding insurer which has its head office or is domiciled in its territory (hereunder for the purpose of Article 3, a “Host Party Ceding Insurer”): (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Party in whose territory a ceding insurer has its head office or is domiciled (hereunder for the purpose of Article 3, a "Host Party") or its supervisory authorities from applying requirements as a condition to allow the Home Party Assuming Reinsurers to enter into a reinsurance agreement with a Host Party Ceding Insurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 2. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or for risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer: (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Host Party or its supervisory authorities from applying requirements as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 3. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities, as applicable, do not, as a condition of entering into a reinsurance agreement with a Host Party Ceding Insurer or as a condition to allow the Host Party Ceding Insurer to recognise credit for such reinsurance or credit for risk mitigation effect of such reinsurance agreement: (a) maintain or adopt any requirement for a Home Party Assuming Reinsurer to have a local presence, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as local presence, which, in the case of either (a) or (b), results in less favourable treatment of a Home Party Assuming Reinsurer than assuming reinsurers which have their head office or are domiciled in the territory of the supervisory authority of the Host Party Ceding Insurer or which have their head office or are domiciled in the territory of the Host Party and are licensed or permitted to operate in the territory of the supervisory authority of the Host Party Ceding Insurer. For a U.S. State, “permitted to operate” shall mean, for purposes of this provision, admitted in that State. 4. Paragraphs 1 to 3 apply subject to the following conditions: (a) the assuming reinsurer has and maintains on an ongoing basis, (i) at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States, of own funds or capital and surplus, calculated according to the methodology of its home jurisdiction; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters: (A) minimum capital and surplus equivalents (net of liabilities) or own funds, calculated according to the methodology applicable in its home jurisdiction, of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; and (B) a central fund containing a balance of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; (b) the assuming reinsurer has and maintains on an ongoing basis: (i) a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters, a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; (c) the assuming reinsurer agrees to provide prompt written notice and explanation to the supervisory authority in the territory of the ceding insurer if: (i) it falls below the minimum capital and surplus or own funds, as applicable, specified in subparagraph (a), or the solvency or capital ratio, as applicable, specified in subparagraph (b); or (ii) any regulatory action is taken against it for serious noncompliance with applicable law; (d) the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the jurisdiction of the courts of the territory in which the ceding insurer has its head office or is domiciled, in accordance with applicable requirements of that territory for providing such consent. Nothing in this Agreement shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree to alternative dispute resolution mechanisms; (e) where applicable for “service of process” purposes, the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the appointment of that supervisory authority as agent for service of process. The Host supervisory authority may require that such consent be provided to it and included in each reinsurance agreement under its jurisdiction; (f) the assuming reinsurer consents in writing to pay all final judgments, wherever enforcement is sought, obtained by a ceding insurer, that have been declared enforceable in the territory where the judgment was obtained; (g) the assuming reinsurer agrees in each reinsurance agreement subject to this Agreement that it will provide collateral for 100 percent of the assuming reinsurer’s liabilities attributable to reinsurance ceded pursuant to that agreement if the assuming reinsurer resists enforcement of a final judgment that is enforceable under the law of the territory in which it was obtained or a properly enforceable arbitration award, whether obtained by the ceding insurer or by its resolution estate, if applicable; (h) The assuming reinsurer or its legal predecessor or successor, where applicable, provides the following documentation to the Host supervisory authority, if requested by that supervisory authority: (i) with respect to the two years preceding entry into the reinsurance agreement and on an annual basis thereafter, its annual audited financial statements, in accordance with the applicable law of the territory of its head office, including the external audit report; (ii) with respect to the two years preceding entry into the reinsurance agreement, solvency and financial condition report or actuarial opinion, if filed with the assuming reinsurer’s supervisor; (iii) prior to entry into the reinsurance agreement and not more than semi- annually thereafter, an updated list of all disputed and overdue reinsurance claims outstanding for 90 days or more, regarding reinsurance assumed from ceding insurers of the jurisdiction of the ceding insurer; and (iv) prior to entry into the reinsurance agreement and not more than semi- annually thereafter, information regarding the assuming reinsurer’s assumed reinsurance by ceding company, ceded reinsurance by the assuming reinsurer, and reinsurance recoverable on paid and unpaid losses by the assuming reinsurer, to allow for the evaluation of the criteria set forth in subparagraph (i) of paragraph 4; (i) the assuming reinsurer maintains a practice of prompt payment of claims under reinsurance agreements. The lack of prompt payment will be evidenced if any of the following criteria is met: (i) more than 15 percent of the reinsurance recoverables are overdue and in dispute as reported to the supervisor; (ii) more than 15 percent of the reinsurer’s ceding insurers or reinsurers have overdue reinsurance recoverables on paid losses of 90 days or more which are not in dispute and which exceed for each ceding insurer 90,400 Euro, where the assuming reinsurer has its head office in the EU, or 100,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; or (iii) the aggregate amount of reinsurance recoverables on paid losses which are not in dispute, but are overdue by 90 days or more, exceeds 45,200,000 Euro, where the assuming reinsurer has its head office in the EU, or 50,000,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; (j) the assuming reinsurer confirms that it is not presently participating in any solvent scheme of arrangement, which involves Host Party Ceding Insurers, and agrees to notify the ceding insurer and its supervisory authority and to provide 100 percent collateral to the ceding insurer consistent with the terms of the scheme should the assuming reinsurer enter into such an arrangement; (k) if subject to a legal process of resolution, receivership, or winding-up proceedings as applicable, the ceding insurer, or its representative, may seek and, if determined appropriate by the court in which the resolution, receivership, or winding-up proceedings is pending, may obtain an order requiring that the assuming reinsurer post collateral for all outstanding ceded liabilities; and (l) the assuming reinsurer’s Home supervisory authority confirms to the Host Party supervisory authority on an annual basis that the assuming reinsurer complies with subparagraph (b). 5. Nothing in this Agreement precludes an assuming reinsurer from providing to supervisory authorities information on a voluntary basis. 6. Each Party shall ensure that, in its capacity as a Host Party, with respect to its supervisory authorities, where the Host supervisory authority determines that a Home Party Assuming Reinsurer no longer satisfies one of the conditions listed in paragraph 4, the Host supervisory authority only imposes any of the requirements addressed in paragraphs 1 to 3 if that Host supervisory authority follows the procedure set out in subparagraphs (a) to (c). (a) prior to imposing any such requirements the Host supervisory authority communicates with the assuming reinsurer and, except for exceptional circumstances in which a shorter period is necessary for policyholder and conditions other consumer protection, provides the assuming reinsurer with 30 days from the initial communication to submit a plan to remedy the defect and 90 days from the initial communication to remedy the defect, and informs the Home supervisory authority; (b) only where, after the expiry of this period of 90 days or less under exceptional circumstances as set out in (a), the Host supervisory authority considers that no or insufficient action was taken by the assuming reinsurer, the Host supervisory authority may impose any of the requirements as set out in paragraphs 1 to 3; and (c) the imposition of any of the requirements set out in paragraphs 1 to 3 is explained in writing and communicated to the assuming reinsurer concerned. 7. Subject to applicable law and the terms of this Agreement, as nothing in this Article shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree on requirements for collateral or other terms in that reinsurance agreement. 8. This Agreement shall apply only to reinsurance agreements entered into, amended, or renewed on or after the Effective Time, the Ceding Company hereby cedes date on an indemnity reinsurance basis which a measure that reduces collateral pursuant to the Reinsurerthis Article takes effect, and only with respect to losses incurred and reserves reported from and after the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, later of (i) the General Account Liabilities on a coinsurance basis and date of the measure, or (ii) the Separate Account Liabilities on a modified coinsurance basiseffective date of such new reinsurance agreement, amendment, or renewal. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under Nothing in this Agreement shall be maintained limit or in force, without reduction, unless any way alter the capacity of parties to any reinsurance agreement to renegotiate such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesagreement. (b) Upon 9. For greater clarity, in the reinstatement or reissuance event of any reducedtermination of this Agreement, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnothing in this Agreement prevents supervisory authorities, or as consented to byother competent authorities, from requiring the Reinsurerlocal presence of Host Party assuming reinsurers, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums or requiring posting of collateral and related interest that the Ceding Company receives requirements, or compliance with other provisions of applicable law, with respect to any liabilities under reinsurance agreements described in connection with such reinstatementthis Agreement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject Copies of all retrocession and reinsurance agreement pursuant to which a Company Subsidiary has ceded, transferred, reinsured or assumed any obligations or liabilities under any reinsurance or insurance agreement with respect to which such Company Subsidiary has booked any liability or recoverable or under which such Company Subsidiary has any contingent liabilities or rights (collectively, the “Company Reinsurance Agreements”) have been provided or made available to Parent. Each Company Reinsurance Agreement is in full force and effect, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Company Reinsurance Agreement is a valid and binding agreement of the applicable Company Subsidiary, enforceable against such Company Subsidiary in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the terms and conditions Knowledge of this Agreementthe Company, exist as of the Effective Timedate hereof). To the Knowledge of the Company, each Company Reinsurance Agreement is a valid and binding obligation of each other party thereto, enforceable against such party in accordance with the Ceding terms of such Company hereby cedes on an indemnity reinsurance basis Reinsurance Agreement (except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf Knowledge of the Ceding Company or indemnify Company, exist as of the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesdate hereof). (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either Each Company Subsidiary party to a Company Reinsurance Agreement pursuant to which a Company Subsidiary has ceded, transferred or reinsured any obligations or liabilities (“Company Retrocession Agreements”) is entitled to take full credit (except as set forth on Schedule F of such Company Subsidiary’s Company Statutory Statement) in its policy terms respective Company Statutory Statements pursuant to Applicable Law for all reinsurance and coinsurance ceded pursuant to any Company Retrocession Agreement to which such Company Subsidiary is a party. No notice of intended cancellation or at termination has been received by the direction of, Company or as consented any of the Company Subsidiaries from any of the other parties to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementRetrocession Agreements. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to the terms and conditions of this Agreement, effective as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and and, except as contemplated in Article VIII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (i100%) the of all General Account Liabilities on a coinsurance basis and one hundred percent (ii100%) the of all Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at by the direction of, or as consented Reinsurer pursuant to by, the Reinsurerterms of the Administrative Services Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. The Except as set forth in the proviso below, any conversion, exchange or replacement policy or contract issued by the Ceding Company and arising from a Covered Insurance Policy that is converted, exchanged or replaced pursuant to its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement and shall be automatically reinsured hereunder; provided, however, that if a policyholder of a Covered Insurance Policy chooses to convert, exchange or replace such Covered Insurance Policy pursuant to its policy terms with a policy or contract issued by the Ceding Company that does not correspond to (i) a policy form identified on Schedule 1.1(A) or (ii) a new policy form filed by the Reinsurer as permitted under the Administrative Services Agreement, such new policy or contract shall not constitute a Covered Insurance Policy and will not be reinsured hereunder. A terminated policy or contract that would have been a Covered Insurance Policy had it been in force at the Effective Time, that later reinstates pursuant to its policy provisions, will be reinsured by the Reinsurer and become a Covered Insurance Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage that is received for such reinstatement, and the Ceding Company will transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with amount of reserves for such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any reinstated Covered Insurance Policies through any “program Policy calculated as of internal replacement” without the prior written consent Effective Time. The effective date of thereinsurance for such reinstated Covered Insurance Policy shall be the Effective Time.

Reinsurance. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, (a) Subject the Corporation has appropriately taken credit in the Required Statements pursuant to Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance or similar arrangements (the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis “Reinsurance Contracts”) to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on which it is a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. party; (b) Upon none of the reinstatement or reissuance of any reducedCorporation or, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Knowledge of the Vendor, any Premiums and related interest that counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the Ceding Company receives in connection with terms of such reinstatement. Reinsurance Contract; (c) The Ceding Company agrees none of the Corporation or, to the Knowledge of the Vendor, any reinsurer under any Reinsurance Contract, is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar Proceeding and the financial condition of any such reinsurer is not impaired to solicitthe extent that a default thereunder is reasonably anticipated; and (d) no written notice of intended cancellation has been received by the Corporation from any such reinsurer, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders there are no disputes under any Covered Insurance Policies through Reinsurance Contract. Each Reinsurance Contract is evidenced by a signed agreement or treaty. The Corporation is in compliance, in all material respects, with all Applicable Law relating to reinsurance. The Corporation has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a party. The Corporation is entitled to take the amount of credit claimed in the Required Statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any “program Reinsurance Contract. All of internal replacement” without the prior written consent Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of therisk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the last three years, there has been no material change, including cancellation, commutation, recapture or re- pricing, to any Reinsurance Contract. Except as disclosed in Schedule 3.1(15), to the Knowledge of the Vendor, there are no circumstances or events which are likely to lead to the cancellation or suspension of any Reinsurance Contract or to the termination of any such Reinsurance Contract at a date earlier than the date otherwise provided under such Reinsurance Contract.

Reinsurance. (a) Subject to the terms and conditions Section 3.10(a)(i) of this Agreement, Cedent Disclosure Schedule sets forth a complete list of Ceded Reinsurance Agreements in effect as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis date hereof. Cedent has made available to the Reinsurer, Reinsurer true and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf correct copies of each of the Ceding Company Ceded Reinsurance Agreements. Except as set forth in Section 3.10(a)(ii) of Cedent Disclosure Schedule, no party to any Ceded Reinsurance Agreement has given the other party written notice of termination (provisional or indemnify otherwise) under any Ceded Reinsurance Agreement with respect to the Ceding Company for Reinsured Policies. None of Cedent, GLIC or GLICNY, or, to the payment Knowledge of Cedent, any other party is in material breach or default under any Ceded Reinsurance Agreement. Except as set forth in Section 3.10(a)(iii) of Cedent Disclosure Schedule, each such Ceded Reinsurance Agreement with respect to the Reinsured Policies is in full force and dischargeeffect and is valid and enforceable against Cedent, GLIC or GLICNY, as and when dueapplicable, and, to the Knowledge of all Reinsured LiabilitiesCedent, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions. (b) Upon Except for the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, Assumed Reinsurance Agreements or as consented set forth on Section 3.10(b) of the Cedent Disclosure Schedule, neither Cedent, GLIC nor GLICNY is a party to byany reinsurance, retrocession or similar contracts under which any Person cedes to Cedent, GLIC or GLICNY any risks included in the ReinsurerBusiness, whether or not any such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementcontract is currently accepting new business. (c) The Ceding Company agrees not As of the Closing Date, GLICNY will have no present right under the terms of the GLICNY Reinsurance Agreement to solicitrecapture all or any part of the reinsurance ceded thereunder, and will cause its Affiliates with or without giving of notice, as a result of the event described in Section 3.10(c) of the Cedent Disclosure Schedule. (d) As of December 31, 2014, each Reinsured Policy was ceded, in whole or in part, pursuant to refrain from soliciting, owners, beneficiaries either the River Lake I Reinsurance Agreement or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theRiver Lake II Reinsurance Agreement.

Reinsurance. 1. Subject to the conditions in paragraph 4, a Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow an assuming reinsurer which has its head office or is domiciled in the territory of the other Party (hereunder for the purpose of Article 3, a “Home Party Assuming Reinsurer”) to enter into a reinsurance agreement with a ceding insurer which has its head office or is domiciled in its territory (hereunder for the purpose of Article 3, a “Host Party Ceding Insurer”): (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Party in whose territory a ceding insurer has its head office or is domiciled (hereunder for the purpose of Article 3, a “Host Party”) or its supervisory authorities from applying requirements as a condition to allow the Home Party Assuming Reinsurers to enter into a reinsurance agreement with a Host Party Ceding Insurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 2. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or for risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer: (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Host Party or its supervisory authorities from applying requirements as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 3. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities, as applicable, do not, as a condition of entering into a reinsurance agreement with a Host Party Ceding Insurer or as a condition to allow the Host Party Ceding Insurer to recognise credit for such reinsurance or credit for risk mitigation effect of such reinsurance agreement: (a) maintain or adopt any requirement for a Home Party Assuming Reinsurer to have a local presence, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as local presence, which, in the case of either (a) or (b), results in less favourable treatment of a Home Party Assuming Reinsurer than assuming reinsurers which have their head office or are domiciled in the territory of the supervisory authority of the Host Party Ceding Insurer or which have their head office or are domiciled in the territory of the Host Party and are licensed or permitted to operate in the territory of the supervisory authority of the Host Party Ceding Insurer. For a U.S. State, “permitted to operate” shall mean, for purposes of this provision, admitted in that State. 4. Paragraphs 1 to 3 apply subject to the following conditions: (a) the assuming reinsurer has and maintains on an ongoing basis, (i) at least 226 million Euro, where the ceding insurer has its head office in the UK, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States, of own funds or capital and surplus, calculated according to the methodology of its home jurisdiction; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters: (A) minimum capital and surplus equivalents (net of liabilities) or own funds, calculated according to the methodology applicable in its home jurisdiction, of at least 226 million Euro, where the ceding insurer has its head office in the UK, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; and (B) a central fund containing a balance of at least 226 million Euro, where the ceding insurer has its head office in the UK, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; (b) the assuming reinsurer has and maintains on an ongoing basis: (i) a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters, a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; (c) the assuming reinsurer agrees to provide prompt written notice and explanation to the supervisory authority in the territory of the ceding insurer if: (i) it falls below the minimum capital and surplus or own funds, as applicable, specified in subparagraph (a), or the solvency or capital ratio, as applicable, specified in subparagraph (b); or (ii) any regulatory action is taken against it for serious noncompliance with applicable law; (d) the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the jurisdiction of the courts of the territory in which the ceding insurer has its head office or is domiciled, in accordance with applicable requirements of that territory for providing such consent. Nothing in this Agreement shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree to alternative dispute resolution mechanisms; (e) where applicable for “service of process” purposes, the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the appointment of that supervisory authority as agent for service of process. The Host supervisory authority may require that such consent be provided to it and included in each reinsurance agreement under its jurisdiction; (f) the assuming reinsurer consents in writing to pay all final judgments, wherever enforcement is sought, obtained by a ceding insurer, that have been declared enforceable in the territory where the judgment was obtained; (g) the assuming reinsurer agrees in each reinsurance agreement subject to this Agreement that it will provide collateral for 100 percent of the assuming reinsurer’s liabilities attributable to reinsurance ceded pursuant to that agreement if the assuming reinsurer resists enforcement of a final judgment that is enforceable under the law of the territory in which it was obtained or a properly enforceable arbitration award, whether obtained by the ceding insurer or by its resolution estate, if applicable; (h) the assuming reinsurer or its legal predecessor or successor, where applicable, provides the following documentation to the Host supervisory authority, if requested by that supervisory authority: (i) with respect to the two years preceding entry into the reinsurance agreement and on an annual basis thereafter, its annual audited financial statements, in accordance with the applicable law of the territory of its head office, including the external audit report; (ii) with respect to the two years preceding entry into the reinsurance agreement, solvency and financial condition report or actuarial opinion, if filed with the assuming reinsurer’s supervisor; (iii) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, an updated list of all disputed and overdue reinsurance claims outstanding for 90 days or more, regarding reinsurance assumed from ceding insurers of the jurisdiction of the ceding insurer; and (iv) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, information regarding the assuming reinsurer’s assumed reinsurance by ceding company, ceded reinsurance by the assuming reinsurer, and reinsurance recoverable on paid and unpaid losses by the assuming reinsurer, to allow for the evaluation of the criteria set forth in subparagraph (i) of paragraph 4; (i) the assuming reinsurer maintains a practice of prompt payment of claims under reinsurance agreements. The lack of prompt payment will be evidenced if any of the following criteria is met: (i) more than 15 percent of the reinsurance recoverables are overdue and in dispute as reported to the supervisor; (ii) more than 15 percent of the reinsurer’s ceding insurers or reinsurers have overdue reinsurance recoverables on paid losses of 90 days or more which are not in dispute and which exceed for each ceding insurer 90,400 Euro, where the assuming reinsurer has its head office in the UK, or 100,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; or (iii) the aggregate amount of reinsurance recoverables on paid losses which are not in dispute, but are overdue by 90 days or more, exceeds 45,200,000 Euro, where the assuming reinsurer has its head office in the UK, or 50,000,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; (j) the assuming reinsurer confirms that it is not presently participating in any solvent scheme of arrangement, which involves Host Party Ceding Insurers, and agrees to notify the ceding insurer and its supervisory authority and to provide 100 percent collateral to the ceding insurer consistent with the terms of the scheme should the assuming reinsurer enter into such an arrangement; (k) if subject to a legal process of resolution, receivership, or winding-up proceedings as applicable, the ceding insurer, or its representative, may seek and, if determined appropriate by the court in which the resolution, receivership, or winding-up proceedings is pending, may obtain an order requiring that the assuming reinsurer post collateral for all outstanding ceded liabilities; and (l) the assuming reinsurer’s Home supervisory authority confirms to the Host supervisory authority on an annual basis that the assuming reinsurer complies with subparagraph (b). 5. Nothing in this Agreement precludes an assuming reinsurer from providing to supervisory authorities information on a voluntary basis. 6. Each Party shall ensure that, in its capacity as a Host Party, with respect to its supervisory authorities, where the Host supervisory authority determines that a Home Party Assuming Reinsurer no longer satisfies one of the conditions listed in paragraph 4, the Host supervisory authority only imposes any of the requirements addressed in paragraphs 1 to 3 if that Host supervisory authority follows the procedure set out in subparagraphs (a) to (c), (a) prior to imposing any such requirements the Host supervisory authority communicates with the assuming reinsurer and, except for exceptional circumstances in which a shorter period is necessary for policyholder and conditions other consumer protection, provides the assuming reinsurer with 30 days from the initial communication to submit a plan to remedy the defect and 90 days from the initial communication to remedy the defect, and informs the Home supervisory authority; (b) only where, after the expiry of this period of 90 days or less under exceptional circumstances as set out in (a), the Host supervisory authority considers that no or insufficient action was taken by the assuming reinsurer, the Host supervisory authority may impose any of the requirements as set out in paragraphs 1 to 3; and (c) the imposition of any of the requirements set out in paragraphs 1 to 3 is explained in writing and communicated to the assuming reinsurer concerned. 7. Subject to applicable law and the terms of this Agreement, as nothing in this Article shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree on requirements for collateral or other terms in that reinsurance agreement. 8. This Agreement shall apply only to reinsurance agreements entered into, amended, or renewed on or after the date on which a measure that reduces collateral takes effect pursuant to this Article or to Article 3.8 of the Effective Time, Bilateral Agreement Between the Ceding Company hereby cedes United States of America and the European Union on an indemnity reinsurance basis to the ReinsurerPrudential Measures Regarding Insurance and Reinsurance, and only with respect to losses incurred and reserves reported from and after the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, later of (i) the General Account Liabilities on a coinsurance basis and date of the measure, or (ii) the Separate Account Liabilities on a modified coinsurance basiseffective date of such new reinsurance agreement, amendment, or renewal. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under Nothing in this Agreement shall be maintained limit or in force, without reduction, unless any way alter the capacity of parties to any reinsurance agreement to renegotiate such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesagreement. (b) Upon 9. For greater clarity, in the reinstatement or reissuance event of any reducedtermination of this Agreement, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnothing in this Agreement prevents supervisory authorities, or as consented to byother competent authorities, from requiring the Reinsurerlocal presence of Home Party assuming reinsurers, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums or requiring posting of collateral and related interest that the Ceding Company receives requirements, or compliance with other provisions of applicable law, with respect to any liabilities under reinsurance agreements described in connection with such reinstatementthis Agreement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. Subject to the conditions in paragraph 4, a Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow an assuming reinsurer which has its head office or is domiciled in the territory of the other Party (hereunder for the purpose of Article 3, a “Home Party Assuming Reinsurer”) to enter into a reinsurance agreement with a ceding insurer which has its head office or is domiciled in its territory (hereunder for the purpose of Article 3, a “Host Party Ceding Insurer”): maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Party in whose territory a ceding insurer has its head office or is domiciled (hereunder for the purpose of Article 3, a "Host Party") or its supervisory authorities from applying requirements as a condition to allow the Home Party Assuming Reinsurers to enter into a reinsurance agreement with a Host Party Ceding Insurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or for risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer: maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Host Party or its supervisory authorities from applying requirements as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities, as applicable, do not, as a condition of entering into a reinsurance agreement with a Host Party Ceding Insurer or as a condition to allow the Host Party Ceding Insurer to recognise credit for such reinsurance or credit for risk mitigation effect of such reinsurance agreement: maintain or adopt any requirement for a Home Party Assuming Reinsurer to have a local presence, or maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as local presence, which, in the case of either (a) or (b), results in less favourable treatment of a Home Party Assuming Reinsurer than assuming reinsurers which have their head office or are domiciled in the territory of the supervisory authority of the Host Party Ceding Insurer or which have their head office or are domiciled in the territory of the Host Party and are licensed or permitted to operate in the territory of the supervisory authority of the Host Party Ceding Insurer. For a U.S. State, “permitted to operate” shall mean, for purposes of this provision, admitted in that State. Paragraphs 1 to 3 apply subject to the following conditions: the assuming reinsurer has and maintains on an ongoing basis, (i) at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States, of own funds or capital and surplus, calculated according to the methodology of its home jurisdiction; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters: (A) minimum capital and surplus equivalents (net of liabilities) or own funds, calculated according to the methodology applicable in its home jurisdiction, of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; and (B) a central fund containing a balance of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; the assuming reinsurer has and maintains on an ongoing basis: (i) a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters, a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; the assuming reinsurer agrees to provide prompt written notice and explanation to the supervisory authority in the territory of the ceding insurer if: (i) it falls below the minimum capital and surplus or own funds, as applicable, specified in subparagraph (a), or the solvency or capital ratio, as applicable, specified in subparagraph (b); or (ii) any regulatory action is taken against it for serious noncompliance with applicable law; the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the jurisdiction of the courts of the territory in which the ceding insurer has its head office or is domiciled, in accordance with applicable requirements of that territory for providing such consent. Nothing in this Agreement shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree to alternative dispute resolution mechanisms; where applicable for “service of process” purposes, the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the appointment of that supervisory authority as agent for service of process. The Host supervisory authority may require that such consent be provided to it and included in each reinsurance agreement under its jurisdiction; the assuming reinsurer consents in writing to pay all final judgments, wherever enforcement is sought, obtained by a ceding insurer, that have been declared enforceable in the territory where the judgment was obtained; the assuming reinsurer agrees in each reinsurance agreement subject to this Agreement that it will provide collateral for 100 percent of the assuming reinsurer’s liabilities attributable to reinsurance ceded pursuant to that agreement if the assuming reinsurer resists enforcement of a final judgment that is enforceable under the law of the territory in which it was obtained or a properly enforceable arbitration award, whether obtained by the ceding insurer or by its resolution estate, if applicable; The assuming reinsurer or its legal predecessor or successor, where applicable, provides the following documentation to the Host supervisory authority, if requested by that supervisory authority: (i) with respect to the two years preceding entry into the reinsurance agreement and on an annual basis thereafter, its annual audited financial statements, in accordance with the applicable law of the territory of its head office, including the external audit report; (ii) with respect to the two years preceding entry into the reinsurance agreement, solvency and financial condition report or actuarial opinion, if filed with the assuming reinsurer’s supervisor; (iii) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, an updated list of all disputed and overdue reinsurance claims outstanding for 90 days or more, regarding reinsurance assumed from ceding insurers of the jurisdiction of the ceding insurer; and (iv) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, information regarding the assuming reinsurer’s assumed reinsurance by ceding company, ceded reinsurance by the assuming reinsurer, and reinsurance recoverable on paid and unpaid losses by the assuming reinsurer, to allow for the evaluation of the criteria set forth in subparagraph (i) of paragraph 4; the assuming reinsurer maintains a practice of prompt payment of claims under reinsurance agreements. The lack of prompt payment will be evidenced if any of the following criteria is met: (i) more than 15 percent of the reinsurance recoverables are overdue and in dispute as reported to the supervisor; (ii) more than 15 percent of the reinsurer’s ceding insurers or reinsurers have overdue reinsurance recoverables on paid losses of 90 days or more which are not in dispute and which exceed for each ceding insurer 90,400 Euro, where the assuming reinsurer has its head office in the EU, or 100,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; or (iii) the aggregate amount of reinsurance recoverables on paid losses which are not in dispute, but are overdue by 90 days or more, exceeds 45,200,000 Euro, where the assuming reinsurer has its head office in the EU, or 50,000,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; the assuming reinsurer confirms that it is not presently participating in any solvent scheme of arrangement, which involves Host Party Ceding Insurers, and agrees to notify the ceding insurer and its supervisory authority and to provide 100 percent collateral to the ceding insurer consistent with the terms of the scheme should the assuming reinsurer enter into such an arrangement; if subject to a legal process of resolution, receivership, or winding-up proceedings as applicable, the ceding insurer, or its representative, may seek and, if determined appropriate by the court in which the resolution, receivership, or winding-up proceedings is pending, may obtain an order requiring that the assuming reinsurer post collateral for all outstanding ceded liabilities; and the assuming reinsurer’s Home supervisory authority confirms to the Host Party supervisory authority on an annual basis that the assuming reinsurer complies with subparagraph (b). Nothing in this Agreement precludes an assuming reinsurer from providing to supervisory authorities information on a voluntary basis. Each Party shall ensure that, in its capacity as a Host Party, with respect to its supervisory authorities, where the Host supervisory authority determines that a Home Party Assuming Reinsurer no longer satisfies one of the conditions listed in paragraph 4, the Host supervisory authority only imposes any of the requirements addressed in paragraphs 1 to 3 if that Host supervisory authority follows the procedure set out in subparagraphs (a) to (c): prior to imposing any such requirements the Host supervisory authority communicates with the assuming reinsurer and, except for exceptional circumstances in which a shorter period is necessary for policyholder and other consumer protection, provides the assuming reinsurer with 30 days from the initial communication to submit a plan to remedy the defect and 90 days from the initial communication to remedy the defect, and informs the Home supervisory authority; only where, after the expiry of this period of 90 days or less under exceptional circumstances as set out in (a), the Host supervisory authority considers that no or insufficient action was taken by the assuming reinsurer, the Host supervisory authority may impose any of the requirements as set out in paragraphs 1 to 3; and the imposition of any of the requirements set out in paragraphs 1 to 3 is explained in writing and communicated to the assuming reinsurer concerned. Subject to applicable law and the terms of this Agreement, as nothing in this Article shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree on requirements for collateral or other terms in that reinsurance agreement. This Agreement shall apply only to reinsurance agreements entered into, amended, or renewed on or after the Effective Time, the Ceding Company hereby cedes date on an indemnity reinsurance basis which a measure that reduces collateral pursuant to the Reinsurerthis Article takes effect, and only with respect to losses incurred and reserves reported from and after the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, later of (i) the General Account Liabilities on a coinsurance basis and date of the measure, or (ii) the Separate Account Liabilities on a modified coinsurance basiseffective date of such new reinsurance agreement, amendment, or renewal. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under Nothing in this Agreement shall be maintained limit or in force, without reduction, unless any way alter the capacity of parties to any reinsurance agreement to renegotiate such reinsurance is recapturedagreement. For greater clarity, terminated or reduced as provided herein. On and after in the Effective Timeevent of termination of this Agreement, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnothing in this Agreement prevents supervisory authorities, or as consented to byother competent authorities, from requiring the Reinsurerlocal presence of Host Party assuming reinsurers, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums or requiring posting of collateral and related interest that the Ceding Company receives requirements, or compliance with other provisions of applicable law, with respect to any liabilities under reinsurance agreements described in connection with such reinstatementthis Agreement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. Except as would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect, (a) Subject each Sagicor Insurance Entity has appropriately taken credit in its Sagicor Statements pursuant to Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance or similar arrangements (the terms and conditions of this Agreement“Reinsurance Contracts”) to which it is a party, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon none of the reinstatement or reissuance of any reducedapplicable Sagicor Insurance Entities or, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Knowledge of Sagicor, any Premiums and related interest that counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the Ceding Company receives in connection with terms of such reinstatement. Reinsurance Contract, (c) The Ceding Company agrees none of the Sagicor Insurance Entities or, to the Knowledge of Sagicor, any reinsurer under any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such reinsurer is not impaired to solicitthe extent that a default thereunder is reasonably anticipated and (d) no written notice of intended cancellation has been received by any Sagicor Insurance Entity from any such reinsurer, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders there are no disputes under any Covered Reinsurance Contract. Each Reinsurance Contract is evidenced by a signed agreement or treaty. Each Sagicor Insurance Policies through Entity is in compliance, in all material respects, with all applicable Law relating to reinsurance. Each Sagicor Insurance Entity has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a party. Each Sagicor Insurance Entity is entitled to take the amount of credit claimed in its Sagicor Statements pursuant to applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any “program Reinsurance Contract. All of internal replacement” without the prior written consent Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of therisk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the last three (3) years, there has been no material change, including cancellation, commutation, recapture or re-pricing, to any Reinsurance Contract. Except as disclosed in Section 3.14 of the Sagicor Disclosure Schedule, to the Knowledge of Sagicor, there are no circumstances or events which are likely to lead to the cancellation or suspension of any Reinsurance Contract or to the termination of any such Reinsurance Contract at a date earlier than the date otherwise provided under such Reinsurance Contract.

Reinsurance. 1. Subject to the conditions in paragraph 4, a Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow an assuming reinsurer which has its head office or is domiciled in the territory of the other Party (hereunder for the purpose of Article 3, a “Home Party Assuming Reinsurer”) to enter into a reinsurance agreement with a ceding insurer which has its head office or is domiciled in its territory (hereunder for the purpose of Article 3, a “Host Party Ceding Insurer”): (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Party in whose territory a ceding insurer has its head office or is domiciled (hereunder for the purpose of Article 3, a “Host Party”) or its supervisory authorities from applying requirements as a condition to allow the Home Party Assuming Reinsurers to enter into a reinsurance agreement with a Host Party Ceding Insurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 2. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities do not, as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or for risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer: (a) maintain or adopt any requirement to post collateral in connection with cessions from a Host Party Ceding Insurer to a Home Party Assuming Reinsurer and any related reporting requirement attributable to such removed collateral, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as collateral requirements removed under this Agreement or any reporting requirement attributable to such removed collateral, which, in the case of either (a) or (b), results in less favourable treatment of Home Party Assuming Reinsurers than assuming reinsurers which have their head office or are domiciled in the territory of the same supervisory authority as a Host Party Ceding Insurer. This paragraph does not prohibit a Host Party or its supervisory authorities from applying requirements as a condition to allow a Host Party Ceding Insurer to take credit for reinsurance or risk mitigation effects of reinsurance agreements concluded with a Home Party Assuming Reinsurer if the same requirements apply to reinsurance agreements between a ceding insurer and an assuming reinsurer which have their head office or are domiciled in the territory of the same supervisory authority. 3. Subject to the conditions in paragraph 4, a Host Party shall not, and shall ensure that its supervisory authorities or any other competent authorities, as applicable, do not, as a condition of entering into a reinsurance agreement with a Host Party Ceding Insurer or as a condition to allow the Host Party Ceding Insurer to recognise credit for such reinsurance or credit for risk mitigation effect of such reinsurance agreement: (a) maintain or adopt any requirement for a Home Party Assuming Reinsurer to have a local presence, or (b) maintain or adopt any new requirement with substantially the same regulatory impact on the Home Party Assuming Reinsurer as local presence, which, in the case of either (a) or (b), results in less favourable treatment of a Home Party Assuming Reinsurer than assuming reinsurers which have their head office or are domiciled in the territory of the supervisory authority of the Host Party Ceding Insurer or which have their head office or are domiciled in the territory of the Host Party and are licensed or permitted to operate in the territory of the supervisory authority of the Host Party Ceding Insurer. For a U.S. State, “permitted to operate” shall mean, for purposes of this provision, admitted in that State. 4. Paragraphs 1 to 3 apply subject to the following conditions: (a) the assuming reinsurer has and maintains on an ongoing basis, (i) at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States, of own funds or capital and surplus, calculated according to the methodology of its home jurisdiction; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters: (A) minimum capital and surplus equivalents (net of liabilities) or own funds, calculated according to the methodology applicable in its home jurisdiction, of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; and (B) a central fund containing a balance of at least 226 million Euro, where the ceding insurer has its head office in the EU, or 250 million U.S. dollars, where the ceding insurer is domiciled in the United States; (b) the assuming reinsurer has and maintains on an ongoing basis: (i) a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; or (ii) if the assuming reinsurer is an association including incorporated and individual unincorporated underwriters, a solvency ratio of 100 percent SCR under Solvency II or an RBC of 300 percent Authorized Control Level, as applicable in the territory in which the assuming reinsurer has its head office or is domiciled; (c) the assuming reinsurer agrees to provide prompt written notice and explanation to the supervisory authority in the territory of the ceding insurer if: (i) it falls below the minimum capital and surplus or own funds, as applicable, specified in subparagraph (a), or the solvency or capital ratio, as applicable, specified in subparagraph (b); or (ii) any regulatory action is taken against it for serious noncompliance with applicable law; (d) the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the jurisdiction of the courts of the territory in which the ceding insurer has its head office or is domiciled, in accordance with applicable requirements of that territory for providing such consent. Nothing in this Agreement shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree to alternative dispute resolution mechanisms; (e) where applicable for “service of process” purposes, the assuming reinsurer provides written confirmation to the Host supervisory authority of consent to the appointment of that supervisory authority as agent for service of process. The Host supervisory authority may require that such consent be provided to it and included in each reinsurance agreement under its jurisdiction; (f) the assuming reinsurer consents in writing to pay all final judgments, wherever enforcement is sought, obtained by a ceding insurer, that have been declared enforceable in the territory where the judgment was obtained; (g) the assuming reinsurer agrees in each reinsurance agreement subject to this Agreement that it will provide collateral for 100 percent of the assuming reinsurer’s liabilities attributable to reinsurance ceded pursuant to that agreement if the assuming reinsurer resists enforcement of a final judgment that is enforceable under the law of the territory in which it was obtained or a properly enforceable arbitration award, whether obtained by the ceding insurer or by its resolution estate, if applicable; (h) The assuming reinsurer or its legal predecessor or successor, where applicable, provides the following documentation to the Host supervisory authority, if requested by that supervisory authority: (i) with respect to the two years preceding entry into the reinsurance agreement and on an annual basis thereafter, its annual audited financial statements, in accordance with the applicable law of the territory of its head office, including the external audit report; (ii) with respect to the two years preceding entry into the reinsurance agreement, solvency and financial condition report or actuarial opinion, if filed with the assuming reinsurer’s supervisor; (iii) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, an updated list of all disputed and overdue reinsurance claims outstanding for 90 days or more, regarding reinsurance assumed from ceding insurers of the jurisdiction of the ceding insurer; and (iv) prior to entry into the reinsurance agreement and not more than semi-annually thereafter, information regarding the assuming reinsurer’s assumed reinsurance by ceding company, ceded reinsurance by the assuming reinsurer, and reinsurance recoverable on paid and unpaid losses by the assuming reinsurer, to allow for the evaluation of the criteria set forth in subparagraph (i) of paragraph 4; (i) the assuming reinsurer maintains a practice of prompt payment of claims under reinsurance agreements. The lack of prompt payment will be evidenced if any of the following criteria is met: (i) more than 15 percent of the reinsurance recoverables are overdue and in dispute as reported to the supervisor; (ii) more than 15 percent of the reinsurer’s ceding insurers or reinsurers have overdue reinsurance recoverables on paid losses of 90 days or more which are not in dispute and which exceed for each ceding insurer 90,400 Euro, where the assuming reinsurer has its head office in the EU, or 100,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; or (iii) the aggregate amount of reinsurance recoverables on paid losses which are not in dispute, but are overdue by 90 days or more, exceeds 45,200,000 Euro, where the assuming reinsurer has its head office in the EU, or 50,000,000 U.S. dollars, where the assuming reinsurer is domiciled in the United States; (j) the assuming reinsurer confirms that it is not presently participating in any solvent scheme of arrangement, which involves Host Party Ceding Insurers, and agrees to notify the ceding insurer and its supervisory authority and to provide 100 percent collateral to the ceding insurer consistent with the terms of the scheme should the assuming reinsurer enter into such an arrangement; (k) if subject to a legal process of resolution, receivership, or winding-up proceedings as applicable, the ceding insurer, or its representative, may seek and, if determined appropriate by the court in which the resolution, receivership, or winding-up proceedings is pending, may obtain an order requiring that the assuming reinsurer post collateral for all outstanding ceded liabilities; and (l) the assuming reinsurer’s Home supervisory authority confirms to the Host Party supervisory authority on an annual basis that the assuming reinsurer complies with subparagraph (b). 5. Nothing in this Agreement precludes an assuming reinsurer from providing to supervisory authorities information on a voluntary basis. 6. Each Party shall ensure that, in its capacity as a Host Party, with respect to its supervisory authorities, where the Host supervisory authority determines that a Home Party Assuming Reinsurer no longer satisfies one of the conditions listed in paragraph 4, the Host supervisory authority only imposes any of the requirements addressed in paragraphs 1 to 3 if that Host supervisory authority follows the procedure set out in subparagraphs (a) to (c): (a) prior to imposing any such requirements the Host supervisory authority communicates with the assuming reinsurer and, except for exceptional circumstances in which a shorter period is necessary for policyholder and conditions other consumer protection, provides the assuming reinsurer with 30 days from the initial communication to submit a plan to remedy the defect and 90 days from the initial communication to remedy the defect, and informs the Home supervisory authority; (b) only where, after the expiry of this period of 90 days or less under exceptional circumstances as set out in (a), the Host supervisory authority considers that no or insufficient action was taken by the assuming reinsurer, the Host supervisory authority may impose any of the requirements as set out in paragraphs 1 to 3; and (c) the imposition of any of the requirements set out in paragraphs 1 to 3 is explained in writing and communicated to the assuming reinsurer concerned. 7. Subject to applicable law and the terms of this Agreement, as nothing in this Article shall limit or in any way alter the capacity of parties to a reinsurance agreement to agree on requirements for collateral or other terms in that reinsurance agreement. 8. This Agreement shall apply only to reinsurance agreements entered into, amended, or renewed on or after the Effective Time, the Ceding Company hereby cedes date on an indemnity reinsurance basis which a measure that reduces collateral pursuant to the Reinsurerthis Article takes effect, and only with respect to losses incurred and reserves reported from and after the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, later of (i) the General Account Liabilities on a coinsurance basis and date of the measure, or (ii) the Separate Account Liabilities on a modified coinsurance basiseffective date of such new reinsurance agreement, amendment, or renewal. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under Nothing in this Agreement shall be maintained limit or in force, without reduction, unless any way alter the capacity of parties to any reinsurance agreement to renegotiate such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesagreement. (b) Upon 9. For greater clarity, in the reinstatement or reissuance event of any reducedtermination of this Agreement, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnothing in this Agreement prevents supervisory authorities, or as consented to byother competent authorities, from requiring the Reinsurerlocal presence of Host Party assuming reinsurers, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums or requiring posting of collateral and related interest that the Ceding Company receives requirements, or compliance with other provisions of applicable law, with respect to any liabilities under reinsurance agreements described in connection with such reinstatementthis Agreement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to Section 3.14(a) of the terms Seller Disclosure Letter sets forth a true, complete and conditions of this Agreementcorrect list, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when dueContract Date, of all Reinsured LiabilitiesContracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such copies are complete in all material respects. (b) Upon Except as set forth in Section 3.14(b) of the reinstatement Seller Disclosure Letter, (i) each of the Ceded Reinsurance Contracts is in full force and effect and constitutes a legal, valid and binding obligation of MONY or reissuance MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) neither MONY nor MLOA, on the one hand, nor the relevant reinsurer, on the other hand, has given notice of termination (provisional or otherwise) in respect of any reducedCeded Reinsurance Contract other than for termination with respect to new business and (iii) neither MONY nor MLOA, terminatedon the one hand, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnor, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Knowledge of Seller, any Premiums and related interest that such reinsurer, on the Ceding Company receives other hand, is in connection with such reinstatementdefault in any material respect or material breach under any Ceded Reinsurance Contracts. (c) The Ceding Company agrees Since January 1, 2010, (A) there has not been any dispute with respect to solicitany material amounts recoverable or payable by MONY or MLOA pursuant to any Ceded Reinsurance Contract and (B) no reinsurer party to a Ceded Reinsurance Contract has denied coverage with respect to any current or prospective material claim. All amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. No Ceded Reinsurance Contract is currently subject to any pending audit by any reinsurer thereunder, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders no reinsurer under any Covered Insurance Policies through any “program Ceded Reinsurance Contract has the right, as a result of internal replacement” without the prior written consent consummation of thethe transactions contemplated by this Agreement, to modify the price or other terms of such Ceded Reinsurance

Reinsurance. (a) Subject There are no reinsurance contracts, agreements, treaties, or arrangements whereby a Covered Insurance Policy is ceded or retroceded to PICA or, other than as contemplated by the PICA FSS Reinsurance Agreements or the Excluded Business Reinsurance Agreements, whereby PICA has ceded or retroceded any risks arising under or relating to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesCovered Insurance Policies. (b) Upon Section 3.28(b) of the reinstatement Seller Disclosure Letter sets forth, as of the date hereof, a true and complete list of each reinsurance contract, agreement, treaty, or reissuance of arrangement whereby PRIAC has ceded or retroceded any reduced, terminated, lapsed risks arising under or surrendered relating to the Covered Insurance Policy either pursuant Policies, together with all Contracts related thereto, and that are (a) in force or (b) terminated or expired but under which Seller may continue to its policy terms receive reinsurance coverage (each, an “Existing Reinsurance Agreement”). Seller has delivered or at made available to Buyer true and complete copies of each such Existing Reinsurance Agreement, and all amendments and Contracts related thereto (except amendments relating to a particular Existing Reinsurance Agreement where the direction of, or as consented to by, the Reinsurer, contents of such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer amendment do not affect such Existing Reinsurance Agreement in any Premiums and related interest that the Ceding Company receives in connection with such reinstatementmaterial respect). (c) The Ceding Company agrees not Section 3.28(c) of the Seller Disclosure Letter sets forth, as of the date hereof, a true and complete list of each reinsurance contract, agreement, treaty, or arrangement whereby a Covered Insurance Policy is ceded or retroceded to solicitPRIAC, together with all Contracts related thereto (each, an “Underlying Reinsurance Agreement”). Seller has delivered or made available to Buyer true and complete copies of each such Underlying Reinsurance Agreement, and will cause all amendments and Contracts related thereto (except amendments relating to a particular Underlying Reinsurance Agreement where the contents of such amendment do not affect such Underlying Reinsurance Agreement in any material respect). (d) Each Existing Reinsurance Agreement and Underlying Reinsurance Agreement is a legal, valid and binding obligation of PRIAC or its applicable Affiliates and, to the Knowledge of Seller, each other party thereto, and is in full force and effect and enforceable against PRIAC and such Affiliates and, to the Knowledge of Seller, each such other party in accordance with its terms, in each case, subject to the Bankruptcy and Equity Exceptions. PRIAC and its applicable Affiliates are not and, to the Knowledge of Seller, no other Person that is party to an Existing Reinsurance Agreement and Underlying Reinsurance Agreement, is in material default or material breach thereof, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both). PRIAC and its applicable Affiliates have performed all of their material obligations under each Existing Reinsurance Agreement and Underlying Reinsurance Agreement in all material respects. Neither PRIAC nor, to the Knowledge of Seller, any other party to any Existing Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such Existing Reinsurance Agreement and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether with the giving of notice, the passage of time or both). Since January 1, 2019, Seller and its Affiliates have not received any written or, to refrain from solicitingthe Knowledge of Seller, owners, beneficiaries oral notice of any actual or policyholders proposed increase in the rate payable under any Covered Insurance Policies through Existing Reinsurance Agreement, and no such increase has occurred. There are no pending or, to the Knowledge of Seller, threatened Actions with respect to any “program Existing Reinsurance Agreement. No reinsurer under any Existing Reinsurance Agreement has given notice of internal replacement” without termination (provisional or otherwise) under any Existing Reinsurance Agreement. To the prior written consent Knowledge of theSeller, no reinsurer under any Existing Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

Reinsurance. (aSection 4.1(v) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, Disclosure Schedule lists all (i) reinsurance and retrocessional treaties and agreements pursuant to which the General Account Liabilities on Company is a coinsurance basis party and has ceded liability, under which any party to such agreement may have any liability or other obligations to the Company, and of which the Seller Parties have Knowledge and (ii) reinsurance and retrocessional treaties and agreements to which the Separate Account Liabilities Company is a party and under which the Company may have any liability or other obligations (collectively, the “Existing Reinsurance Agreements”). The Seller Parties have provided the Buyer with access to a true and complete copy of each of the Existing Reinsurance Agreements. Each of the Existing Reinsurance Agreements is valid and binding on the Company in all respects in accordance with its terms and, to the Knowledge of the Seller Parties, each of the Existing Reinsurance Agreements is valid and binding on the reinsurer thereto in accordance with its terms, in each case, except as enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting generally the enforcement of creditors’ rights and by the general principles of equity (whether or not considered in a modified coinsurance basiscourt of law or equity). In additionThe Seller Parties have no reason to believe that any amount recoverable by the Company pursuant to an Existing Reinsurance Agreement is not fully collectible in due course, excluding any amounts covered by the Reinsurance Trust Agreement. The Company is not in default in any material respect as to any Existing Reinsurance Agreement, nor on the date of this Agreement is either of the Seller Parties aware that the financial condition of any party to an Existing Reinsurance Agreement is impaired to the extent that a default thereunder may be reasonably anticipated. Except as disclosed in Section 4.1(v) of the Disclosure Schedule, none of the Existing Reinsurance Agreements contains any “change of control” provision or any other provision providing that the other party thereto may terminate such Existing Reinsurance Agreement prior to its established expiration date as a result of the transactions contemplated by this Agreement. On the date of this Agreement the Company is entitled to take full credit on its statutory financial statements filed with the Oklahoma Insurance Department with respect to liabilities ceded under all Existing Reinsurance Agreements pursuant to which the Company has ceded reinsurance and will be entitled on and after the Effective Time, Closing Date to such credit with respect to all liabilities ceded under the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesQuota Share Reinsurance Agreement. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to the terms and conditions of this Agreement, effective as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and and, except as contemplated in Article VIII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. (a) Subject to Except for risks wholly or partially retained by the terms applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and conditions the Subsidiaries at any time, including all policies in effect on the date of this Agreement, as and all policies issued by the Company or any of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, its Subsidiaries that have previously terminated or been terminated (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in forceincluding, without reductionlimitation, unless such reinsurance is recapturedby cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or reduced as provided herein. On and after the Effective Timebeen terminated, the Reinsurer shall be obligated to make payments to reinsured by substantial reinsurers (a) with a current Financial Strength rating of A- or on behalf of the Ceding better by A.M. Best Company or indemnify the Ceding Company for the payment and discharge, as and when due, with a current Financial Strength rating of all Reinsured Liabilities. A- or better by Standard & Poor’s Financial Services or (b) Upon that have fully collateralized their obligations. Exhibit G hereto contains a general description of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and a list of all Reinsurance Agreements to which any ARX Company is or has been a party since that date. Exhibit G sets forth, for each such Reinsurance Agreement, the name of each reinsurer thereunder, the term of the applicable Reinsurance Agreement, the termination date, if any, of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or reissuance bound thereby, subject to the Enforceability Exceptions. To the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any reducedsuch Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, terminatedorally or in writing, lapsed of any alleged default or surrendered Covered Insurance Policy either pursuant to its policy terms non-compliance thereunder or at the direction ofof any proposed termination, lapse, or as consented material modification thereof, and none of the Reinsurance Agreements may lapse without notice to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunderCompany or a Subsidiary. The Ceding Company shall transfer is not aware of any event, condition, occurrence or circumstance that could be deemed to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries be a default or policyholders event of default under any Covered Insurance Policies through any “program such Reinsurance Agreement, with the giving of internal replacement” without the prior written consent notice, lapse of thetime or otherwise.

Reinsurance. (a) Subject Each reinsurance or retrocession treaty or agreement slip, binder, cover or other similar arrangement to which TTIC is a party (“Reinsurance Contract”) is valid and binding on TTIC and, to the terms Company’s Knowledge, each other party thereto, and conditions of this Agreementis in full force and effect, except in each case, as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other Laws of the Effective Timegeneral application affecting enforcement of creditors rights generally, the Ceding Company hereby cedes on an indemnity reinsurance basis and as limited by laws relating to the Reinsureravailability of specific performance, injunctive relief or other equitable remedies, and except where the failure to be valid, binding or in full force and effect is not, or would not reasonably be expected to be, material to the Company. TTIC and, to the Company’s Knowledge, each third party ceding company or reinsurer that is a party to any Reinsurance Contract is not insolvent or the subject of rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and the Reinsurer hereby accepts and agrees financial condition of such ceding company or reinsurer is not impaired to assume and indemnity reinsurethe extent that a default thereunder is reasonably anticipated, (i) except as is not, or would not reasonably be expected to be, material to the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in forceTTIC and, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Company’s Knowledge, any Premiums and related interest that the Ceding Company receives other party to any Reinsurance Contract, has performed all obligations required to be performed by it thereunder in connection with such reinstatementall material respects. (c) The Ceding Company agrees Since January 1, 2018, (i) there has not been any dispute with respect to solicitany amounts recoverable or payable by TTIC pursuant to any Reinsurance Contract, (ii) no reinsurer party to a Reinsurance Contract has denied coverage or disputed the amount of such with respect to any current or prospective claim and will cause its Affiliates (iii) no ceding party under a Reinsurance Contract has disputed the denial of or the amount of coverage afforded with respect to refrain from solicitingany current or prospective claim, ownersin each case, beneficiaries except as is not, or policyholders would not reasonably be expected to be, material to the Company. TTIC was entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the SAP Statements for any Covered Insurance Policies through amounts recoverable by it pursuant to any “program of internal replacement” without the prior written consent of theReinsurance Contract.

Reinsurance. (a) Subject to Section 3.15(a) of the terms Seller Disclosure Letter sets forth a true, correct and conditions complete list of this Agreement, all Reinsurance Contracts in effect as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis date hereof. The Seller has delivered or made available to the ReinsurerAcquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Contract is in full force and effect and is a valid and binding obligation of the Insurance Company that is a party thereto and, to the Knowledge of the Seller, each other party to such Reinsurance Contract. Each Reinsurance Contract is enforceable against the Insurance Company that is a party thereto and, to the Knowledge of the Seller, each such other party, in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). No Insurance Company that is a party to a Reinsurance Contract or, to the Knowledge of the Seller, any other party to such Reinsurance Contract is in material default or material breach of such Reinsurance Contract, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the Reinsurer hereby accepts and agrees to assume and indemnity reinsuregiving of notice or lapse of time, (ior both) or that would permit the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In additiontermination, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create cancellation or acceleration of performance of any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf material obligation of the Ceding Insurance Company or, to the Knowledge of the Seller, any other party to such Reinsurance Contract. None of the Company or indemnify the Ceding Company for Transferred Subsidiaries has received any written notice of any material default under any Reinsurance Contract. Except as set forth on Section 3.15(a) of the payment and dischargeSeller Disclosure Letter, as and when dueno Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel, modify or commute the same by reason of all Reinsured Liabilitiesthe transactions contemplated by the Transaction Agreements. (b) Upon Since January 1, 2007, none of the reinstatement or reissuance of any reducedParent, terminatedthe Seller, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofCompany, or any of the Transferred Subsidiaries has received any written notice from any other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Companies will be uncollectible or otherwise defaulted upon. Except as consented set forth on Section 3.15(b) of the Seller Disclosure Letter or as reflected on Schedule S of the Statutory Statements for the quarterly period ended September 30, 2009, as of September 30, 2009, each of the Insurance Companies was able to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer obtain full reserve credit for financial statement purposes under applicable SAP with respect to the Reinsurer liabilities ceded under each of the Reinsurance Contracts to the extent SAP is applicable thereto. Since September 30, 2009, there has not been any Premiums and related interest that material change in the Ceding Company receives in connection with ability of the Insurance Companies to obtain, if so desired, full reserve credit for financial statement purposes under applicable SAP for such reinstatementliabilities. (c) The Ceding With respect to all Reinsurance Contracts for which any Insurance Company agrees not is taking credit on its most recent Statutory Statements or has taken credit on any Statutory Statement from and after January 1, 2007 to solicitthe extent required by applicable Law and SAP, (i) there has been no separate Contract between any of the Insurance Companies and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders the assuming reinsurer that would under any Covered circumstances limit, reduce, mitigate or otherwise affect in any material respect any actual or potential loss to the parties under any such Reinsurance Contract, other than insuring contracts that are explicitly defined in any such Reinsurance Contract, (ii) for each such Reinsurance Contract entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self-evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the Domiciliary Regulator for each of the Insurance Policies through Companies, including the proper accounting treatment required by SSAP No. 61 or similar risk transfer requirements applicable to the Company or any “program of internal replacement” without the prior written consent Transferred Subsidiaries, (iii) each of thethe Insurance Companies complies and has complied from and after January 1, 2007 with all of the requirements set forth in SSAP No. 61 or such other risk transfer requirements and (iv) each of the Insurance Companies has and has had from and after January 1, 2007 appropriate controls in place to monitor the use of reinsurance and adhere to the provisions of SSAP No. 61 or such other risk transfer requirements.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, effective as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and and, except as contemplated in Article VII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. (a) Subject Except as individually or in the aggregate, is not and would not be reasonably expected to be, material to the terms Company and conditions the Company Insurance Subsidiaries, taken as a whole, (A) since January 1, 2019, neither the Company nor any Company Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of this reinsurance ceded by the Company or such Company Insurance Subsidiary, as applicable, to such counterparty will be uncollectible or otherwise defaulted upon, (B) to the knowledge of the Company, no party to a Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (C) to the knowledge of the Company, the financial condition of each party to a Reinsurance Agreement is not impaired to the extent that a default thereunder is reasonably anticipated, (D) there are no, and since January 1, 2019 there have been no, disputes under any Reinsurance Agreement other than disputes in the ordinary course for which adequate loss reserves have been established and (E) the Company and each Company Insurance Subsidiary that is party to a Reinsurance Agreement, as applicable, is entitled under any applicable insurance laws and SAP to take full reinsurance credit in its Statutory Statements for all amounts reflected therein that are recoverable by it pursuant to any Reinsurance Agreement and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Statutory Statements, and no Governmental Entity has objected in writing to such characterization and accounting. None of the Effective TimeReinsurance Agreements is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected risk transfer requirements under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesapplicable laws. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to Section 3.19 of the terms and conditions Disclosure Schedule sets forth a list, as of the date of this Agreement, of (a) all treaties, agreements, slips, binders, cover notes or other similar arrangements of assumed and ceded reinsurance of each Company with respect to the conduct of the Business and under which there remains any outstanding liability or reinsurance recoverable (such treaties, agreements, slips, binders, cover notes or other arrangements, the “Reinsurance Agreements”) and (b) all pending Actions related to any Reinsurance Agreement. Copies of each Reinsurance Agreement (including any amendments thereof) have been delivered by the Seller to the Acquiror as of the Effective Timedate hereof. The Reinsurance Agreements are in full force and effect in accordance with their terms. Neither Company has breached any material provision of any Reinsurance Agreement or failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of Seller, no other party to any Reinsurance Agreement is in default thereunder and no other party to any Reinsurance Agreement is the Ceding Company hereby cedes on an indemnity reinsurance basis subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. None of the Seller or its Affiliates has received any notice to the Reinsurereffect that the financial condition of any other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, and whether or not such default may be cured by the Reinsurer hereby accepts and agrees operation of any offset clause in such agreement. With respect to assume and indemnity reinsureeach Reinsurance Agreement, (i) there has been no separate agreement between any Company and any other party to such Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the General Account Liabilities on a coinsurance basis and parties under any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement for which risk transfer is not reasonably considered to be self-evident to the Separate Account Liabilities on a modified coinsurance basisextent required by any applicable provisions of Statement of Statutory Accounting Principal No. In addition61R or similar principal (“SSAP No. 61R”), on and after applicable SAP or any applicable Law, documentation concerning the Effective Time, economic intent of the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company transaction and the Reinsurer and shall not create any legal relationship whatsoever between risk transfer analysis evidencing the Reinsurer and any Person other than proper accounting treatment is available for review by the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company relevant Governmental Authority for the payment Company, (iii) the Company that is a party thereto, and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Knowledge of Seller, any Premiums other party thereto, complies and related interest that has complied with all applicable requirements set forth in SSAP No. 61R, applicable SAP and applicable Law with respect to such Reinsurance Agreement and (iv) the Ceding Company receives has appropriate controls in connection place to monitor the use of reinsurance and comply with such reinstatementthe provisions of SSAP No. 61R, applicable SAP and applicable Law. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a1) Subject to As of the terms and conditions date of this Agreement, as each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent or reinsurer (the “Company Reinsurance Contracts”) is a legal, valid and binding obligation of the Effective Timeapplicable Company Insurance Subsidiary and, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of the Company, each other party thereto, and is enforceable against the Reinsurer hereby accepts applicable Company Insurance Subsidiary, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and agrees Equity Exception), except as would not, individually or in the aggregate, reasonably be likely to assume and indemnity reinsurehave a Company Material Adverse Effect. Neither the applicable Company Insurance Subsidiary nor, to the Knowledge of the Company, any of the other parties to any Company Reinsurance Contract is in material default or material breach or has failed to perform any material obligation under any such Company Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the Company Insurance Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened Actions with respect to any material Company Reinsurance Contract. (2) To the Knowledge of the Company, (i) no party to a Company Reinsurance Contract is insolvent or the General Account Liabilities subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) there are no, and since January 1, 2019 there have been no, disputes under any Company Reinsurance Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established and (iii) the applicable Company Insurance Subsidiary is entitled to take credit for reinsurance in the Company Statutory Statements for all such Company Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Company Insurance Subsidiary and are properly reflected in the Company Statutory Statements and in the Company’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (3) With respect to any Company Reinsurance Contract for which any Company Insurance Subsidiary is taking credit on its most recent Company Statutory Statements, from and after January 1, 2019: (i) there has been no separate written or oral agreement between the Company or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Company Insurance Subsidiary that is a coinsurance basis party thereto under any such Company Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Company Reinsurance Contract; and (ii) the Separate Account Liabilities on a modified coinsurance basis. In additionCompany Insurance Subsidiary party thereto complies and has complied with any applicable requirements set forth in Applicable SAP, on and after the Effective Timeexcept, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf each of the Ceding Company or indemnify the Ceding Company for the payment and dischargeclauses (i) through (ii), as and when duewould not, of all Reinsured Liabilitiesindividually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which either Insurance Company is a party and under which either Insurance Company has any existing rights, obligations or liabilities (collectively, “Reinsurance Contracts”) are in full force and effect and neither Insurance Company is in breach of any material provision thereof and, to the General Account Liabilities Knowledge of Seller, no other party to such Reinsurance Contracts is in breach, or has threatened breach, of any provision thereof. Except as set forth on a coinsurance basis and Section 4(n)(i) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that the other party thereto may terminate such agreement by reason of the Transaction. (ii) No reinsurer under any such Reinsurance Contract has given any notice of termination or commutation with respect to any such Reinsurance Contract, nor, to the Separate Account Liabilities on Knowledge of Seller, is there any threat of such a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated notice of termination or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiescommutation. (biii) Upon Except as set forth in Section 4(n)(iii) of the reinstatement or reissuance Seller Disclosure Letter, Seller has no reason to believe that the financial condition of any reducedother party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated. As of the date hereof, terminated, lapsed or surrendered Covered the Insurance Policy either Companies are entitled to take full credit in their respective Regulatory Statements (to the extent credit has been taken in such Regulatory Statements) pursuant to its policy terms or at the direction of, or as consented applicable Laws for all reinsurance and coinsurance ceded pursuant to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementReinsurance Contract. (civ) The Ceding Company agrees not to solicitExcept as set forth in Section 4(n)(iv) of the Seller Disclosure Letter, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries there are no existing or policyholders threatened disputes with any reinsurer regarding payment of a claim under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theReinsurance Contract.

Reinsurance. Section 3.19(a)(i) of the Seller’s Disclosure Schedule sets forth a list, as of the date of this Agreement, of (a) Subject all material treaties and agreements of assumed and ceded reinsurance of each Acquired Company, and APNY, to the extent directly related to APNY’s Traditional Insurance Policies (including APNY Traditional Insurance Third Party Reinsurance Agreements), under which there remains any outstanding liability or reinsurance recoverable (such treaties and agreements, and any amendments thereof, the “Reinsurance Agreements”) and (b) all pending, or to the Knowledge of the Seller Parties, threatened Legal Actions related to any Reinsurance Agreement. Copies of each Reinsurance Agreement (including any amendments thereof) have been made available by the Seller to the Buyer. The Reinsurance Agreements are legal, valid and binding obligations of the applicable Acquired Company or APNY and, to the Knowledge of the Seller Parties, each other party thereto in accordance with their respective terms, subject to the Bankruptcy and Equity Exceptions, and in full force and effect. No Acquired Company or APNY has breached or defaulted under (with or without the giving of notice or lapse of time, or both) any material provision of any Reinsurance Agreement or failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of the Seller Parties, no other party to any Reinsurance Agreement has materially breached or is in material default thereunder and no other party to any Reinsurance Agreement is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Since December 31, 2012 through the date of this Agreement, neither the Seller Parties nor any of their Affiliates has received any written or, to the Knowledge of the Seller Parties, oral, notice to the effect that the financial condition of any other party to any Reinsurance Agreement is impaired with the result that a material default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement, and, to the Knowledge of the Seller Parties, the financial condition of any reinsurer party to any Reinsurance Agreement has not been materially impaired with the result that a default thereunder by such reinsurer may reasonably be anticipated. Neither the Seller Parties nor any of their Affiliates has received nor have they given notice of early termination or recapture of any Reinsurance Agreement. Since December 31, 2012, to the Knowledge of the Seller Parties, (i) there has not been any dispute with respect to any material amounts recoverable or payable pursuant to any Reinsurance Agreement and (ii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. Except for the approvals, consents or waivers required for the Reinsurance Agreements listed in Section 3.19(a)(ii) of the Seller’s Disclosure Schedule, no approval, consent or waiver is required to be obtained from any Person that is a party to any Reinsurance Agreement in order for the Seller Parties, the Acquired Companies or APNY to consummate the transactions contemplated by this Agreement or the Ancillary Agreements and such transactions do not give rise to any termination or other rights adverse to an Acquired Company or APNY of any other Person that is a party to any Reinsurance Agreement (any such consent, whether or not listed in Section 3.19(a)(ii) of the Seller’s Disclosure Schedule, a “Seller Parties’ Required Reinsurance Consent”). All amounts owed under any Reinsurance Agreement have been timely paid in accordance with their terms, except as set forth in Section 3.19(a)(i) of the Seller’s Disclosure Schedule. All risks shown in the Acquired Companies’ statutory financial statements as subject to reinsurance are fully reinsured in accordance with the terms and conditions of the applicable Reinsurance Agreement; provided, however, that, it is acknowledged and agreed by the Buyer that the Seller Parties are not making any representation or warranty (express or implied) in this Agreement or any of the Ancillary Agreements and nothing contained in this Agreement, as including the Seller’s Disclosure Schedule, any of the Effective TimeAncillary Agreements or any other agreement, the Ceding Company hereby cedes on an indemnity reinsurance basis document or instrument to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives delivered in connection with such reinstatementthis Agreement or the Ancillary Agreements is intended or shall be construed to be a representation or warranty of the Seller Parties in respect of the adequacy or sufficiency of the Reserves of the Acquired Companies or APNY. None of the Reinsurance Agreements contain any provision providing that the other party thereto may terminate, recapture, amend or alter the pricing or other terms thereof by reason of the transactions contemplated hereby except as set forth in Section 3.19 of the Seller’s Disclosure Schedule. Neither the Seller Parties nor any of their Affiliates has received any written or, to the Knowledge of the Seller Parties or any of their Affiliates, oral, notice from a reinsurer party to any Yearly Renewable Term (“YRT”) Reinsurance Agreement to the effect that the reinsurer party has imposed, requested, or otherwise sought, or is imposing, requesting or otherwise seeking, an increase in the reinsurance premium rates applicable to the Reinsurance Agreement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which NLC or any of its Subsidiaries is a party and under which NLC or any of its Subsidiaries has any existing rights, obligations or liabilities (collectively, “Reinsurance Contracts”) are in full force and effect and neither NLC nor the General Account Liabilities relevant Subsidiary is in breach of any material provision thereof and, to the Knowledge of Seller, no other party to such Reinsurance Contracts is in breach, or has threatened breach, of any provision thereof. Except as set forth on a coinsurance basis and Section 4(q)(i) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that the other party thereto may terminate or otherwise modify, amend or exercise any rights with respect to such agreement by reason of the Transaction. (ii) No reinsurer under any such Reinsurance Contract has given any notice of termination or commutation with respect to any such Reinsurance Contract, nor, to the Separate Account Liabilities Knowledge of Seller, is there any threat of such a notice of termination or commutation, and there is no pending or, to the Knowledge of Seller, threatened dispute under any such Reinsurance Contract regarding the liability for any claim, except as set forth on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf Section 4(q)(ii) of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesSeller Disclosure Letter. (biii) Upon Except as set forth in Section 4(q)(iii) of the reinstatement or reissuance Seller Disclosure Letter, Seller has no reason to believe that the financial condition of any reducedother party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated (it being understood that whether or not such default may be cured by the operation of any offset clause in such agreement shall not be taken into account) and Seller has no reason to believe that any amounts recoverable under such Reinsurance Contracts (including, terminatedbut not limited to, lapsed or surrendered Covered Insurance Policy either amounts based on paid and unpaid losses and any reimbursable expenses) are not fully collectible. As of the date hereof, NLC and each of its Subsidiaries are entitled to take full credit in their respective Regulatory Statements (to the extent credit has been taken in such Regulatory Statements) pursuant to its policy terms or at the direction of, or as consented applicable Laws for all reinsurance and coinsurance ceded pursuant to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementReinsurance Contract. (civ) The Ceding Company agrees not to solicitExcept as set forth in Section 4(q)(iv) of the Seller Disclosure Letter, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries there are no existing or policyholders threatened disputes with any reinsurer regarding payment of a claim under any Covered Reinsurance Contract. (v) Neither of the Insurance Policies through Companies is a party to any “program Reinsurance Contract with any of internal replacement” without the prior written consent of thetheir Affiliates.

Reinsurance. (a1) Subject to As of the terms and conditions date of this Agreement, as each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Parent Insurance Subsidiary is the cedent or reinsurer (the “Parent Reinsurance Contracts”) is a legal, valid and binding obligation of the Effective Timeapplicable Parent Insurance Subsidiary and, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of Parent, each other party thereto, and is enforceable against the Reinsurer hereby accepts applicable Parent Insurance Subsidiary, and, to the Knowledge of Parent, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and agrees Equity Exception), except as would not, individually or in the aggregate, reasonably be likely to assume and indemnity reinsurehave a Parent Material Adverse Effect. Neither the applicable Parent Insurance Subsidiary nor, to the Knowledge of Parent, any of the other parties to any Parent Reinsurance Contract is in material default or material breach or has failed to perform any material obligation under any such Parent Reinsurance Contract, and, to the Knowledge of Parent, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the Parent Insurance Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Parent Insurance Subsidiary under any Parent Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no pending or, to the Knowledge of Parent, threatened Actions with respect to any material Parent Reinsurance Contract. (2) To the Knowledge of Parent, (i) no party to a Parent Reinsurance Contract is insolvent or the General Account Liabilities subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) there are no, and since January 1, 2019 there have been no, disputes under any Parent Reinsurance Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established and (iii) the applicable Parent Insurance Subsidiary is entitled to take credit for reinsurance in the Parent Statutory Statements for all such Parent Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Parent Insurance Subsidiary and are properly reflected in the Parent Statutory Statements and in Parent’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (3) With respect to any Parent Reinsurance Contract for which any Parent Insurance Subsidiary is taking credit on its most recent Parent Statutory Statements, from and after January 1, 2019: (i) there has been no separate written or oral agreement between Parent or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Parent Insurance Subsidiary that is a coinsurance basis party thereto under any such Parent Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Parent Reinsurance Contract; and (ii) the Separate Account Liabilities on a modified coinsurance basis. In additionParent Insurance Subsidiary party thereto complies, on and after the Effective Timehas complied with any applicable requirements set forth in Applicable SAP, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained except, in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf each of the Ceding Company or indemnify the Ceding Company for the payment and dischargeclauses (i) through (ii), as and when duewould not, of all Reinsured Liabilitiesindividually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to Section 3.16(a) of the terms and conditions Seller Disclosure Schedule sets forth a list, as of the date of this Agreement, as of the Effective TimeReinsurance Agreements in force on the date hereof. Seller has made available to Buyer true and complete copies of each Reinsurance Agreement, the Ceding Company hereby cedes on an indemnity reinsurance basis including any contract related to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless security for such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiescontract. (b) Upon Assuming the reinstatement due authorization, execution and delivery thereof by the other party or reissuance parties thereto, (i) each Reinsurance Agreement is a valid and binding obligation of the Acquired Insurance Company and, to the Knowledge of Seller, each other party or parties thereto, in accordance with its terms and is in full force and effect in all material respects, subject to the Enforceability Exceptions and (ii) neither the Acquired Insurance Company and, to the Knowledge of Seller, nor any other party thereto is in material default in the performance, observance or fulfillment of any reducedobligation, terminated, lapsed covenant or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer condition applicable to the Reinsurer Business contained in each of the Reinsurance Agreements, (iii) to the Knowledge of Seller, no event has occurred as of the date hereof, that would constitute a material default under any Premiums Reinsurance Agreement in respect of the Business; and related interest that (iv) with respect to the Ceding Business of the Acquired Insurance Company receives in connection reinsured thereunder, all of the Reinsurance Agreements are bona fide reinsurance treaties, with such reinstatementreal transfer of risk for all accounting, Tax, regulatory and actuarial purposes. (c) The Ceding Acquired Insurance Company agrees has not received any written notice of (i) a material dispute between it and any other party to solicita Reinsurance Agreement, applicable to the Business with respect to such Reinsurance Agreement that has not been resolved as of the date hereof or (ii) an intention to cancel, suspend or terminate any such Reinsurance Agreement with respect to the Business at a date earlier than the date otherwise provided under such Reinsurance Agreement. (d) No side agreements exist that materially alter any terms of any Reinsurance Agreements. As of the date hereof, there has been no material change, including cancellation, commutation, recapture or re-pricing, to any Reinsurance Agreement. Since December 31, 2024, the Acquired Insurance Company has not received any written notice of a material dispute between it and will cause its Affiliates any other party to refrain from solicitinga Reinsurance Agreement, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without applicable to the prior written consent of theBusiness with respect to such

Reinsurance. Each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Symetra Insurance Subsidiary cedes premium (athe “Symetra Reinsurance Contracts”) Subject is valid and binding on the applicable Symetra Insurance Subsidiary, and to the terms Knowledge of Symetra, each other party thereto, and conditions of this Agreementis in full force and effect, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, and except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Effective Timeapplicable Symetra Insurance Subsidiaries or, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of Symetra, any counterparty to any Symetra Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Symetra Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Symetra Insurance Subsidiaries or, to the Knowledge of Symetra, any reinsurer under any Symetra Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No notice of intended cancellation has been received by the Symetra Insurance Subsidiary from any such reinsurer, and there are no disputes under any Symetra Reinsurance Contract, except for cancellations or disputes that, individually or in the Reinsurer hereby accepts aggregate, have not had and agrees would not reasonably be expected to assume and indemnity reinsurehave a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, no Symetra Reinsurance Contract contains any provision providing that any party thereto (iother than Symetra or any Symetra Subsidiary) may terminate, cancel or commute the General Account Liabilities same by reason of the consummation of the Merger. With respect to any Symetra Reinsurance Contract for which any Symetra Insurance Subsidiary has taken credit on a coinsurance basis and (ii) balance sheet included within the Separate Account Liabilities on a modified coinsurance basis. In additionSymetra Statutory Statements, on and after such taking of credit was in compliance in all material respects with the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf applicable Laws of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesSymetra Insurance Subsidiary’s domiciliary state. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. Each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Protective Insurance Subsidiary cedes premium (athe “Protective Reinsurance Contracts”) Subject is valid and binding on the applicable Protective Insurance Subsidiary, and to the terms Knowledge of Protective, each other party thereto, and conditions of this Agreementis in full force and effect, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, and except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Effective Timeapplicable Protective Insurance Subsidiaries or, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of Protective, any counterparty to any Protective Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, to the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No notice of intended cancellation has been received by the Protective Insurance Subsidiary from any such reinsurer, and there are no disputes under any Protective Reinsurance Contract, except for cancellations or disputes that, individually or in the Reinsurer hereby accepts aggregate, have not had and agrees would not reasonably be expected to assume and indemnity reinsurehave a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any provision providing that any party thereto (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than Protective or any Protective Subsidiary) may terminate, cancel or commute the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf same by reason of the Ceding Company or indemnify consummation of the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesMerger. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to Section 5.18(a) of the terms and conditions Business Disclosure Schedule sets forth, as of the date of this Agreement, a true and correct list of each reinsurance Contract, including assumed and retrocessional Contracts, under which any Cedant has any existing rights, obligations or liabilities related to the Business that either (i) was reflected on Schedule S of any Cedant’s Statutory Financial Statements as of December 31, 2011 or (ii) was entered into after December 31, 2011 and would be reflected on Schedule S of any Cedant’s Statutory Financial Statements as of the Effective Timedate hereof (each, the Ceding Company hereby cedes on an indemnity reinsurance basis “Existing Reinsurance Agreement”). Seller has made available to the Reinsurer, Buyer true and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf correct copies of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitieseach Existing Reinsurance Agreement. (b) Upon Each Existing Reinsurance Agreement is in full force and effect in accordance with its terms and is a valid and binding obligation of the reinstatement or reissuance of any reducedapplicable Cedant and, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums Knowledge of Seller, each other party to such Existing Reinsurance Agreement, except for such failures to be valid and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees binding as have not to solicithad, and will cause are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Existing Reinsurance Agreement is enforceable in accordance with its Affiliates terms against the applicable Cedant and, to refrain from solicitingthe Knowledge of Seller, ownerseach other party to such Existing Reinsurance Agreement, beneficiaries subject in each case to the Enforceability Exceptions. No Cedant is in breach or policyholders default under any Covered Insurance Policies through such Existing Reinsurance Agreement, and, to the Knowledge of Seller, no other party to any “program such Existing Reinsurance Agreement is in breach or default thereunder, in each case, other than those breaches or defaults as have not had, and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Cedant has performed all of internal replacement” without its obligations under the prior written consent of theExisting Reinsurance Agreements in all material respects.

Reinsurance. (a) Subject Section 3.26(a) of the Seller Disclosure Schedule sets forth a complete and correct list of all reinsurance agreements to which the terms and conditions of this Company is a party, whether as ceding or assuming party (each, a “Reinsurance Agreement, ”) as of the Effective Timedate hereof. Seller has made available to Purchaser a true, complete and correct copy of each Reinsurance Agreement in effect as of the Ceding date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of the‌ Company hereby cedes on an indemnity reinsurance basis and, to the ReinsurerKnowledge of Seller, each other party thereto, and is enforceable against the Reinsurer hereby accepts and agrees Company and, to assume and indemnity reinsurethe Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by the Enforceability Exceptions). Neither the Company nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such Reinsurance Agreement, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), nor has the Company received or given any notice from any party to any Reinsurance Agreement of any dispute (including with respect to the determination of any non-guaranteed elements) or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There is no pending or threatened Litigation with respect to any Reinsurance Agreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. Since January 1, 2017, neither Seller nor its Affiliates have received any written notice to the effect that (i) the General Account Liabilities on financial condition of any other party to any Reinsurance Agreement is impaired with the result that a coinsurance basis and material default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement or (ii) any amount of reinsurance ceded by the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall will be maintained in force, without reduction, unless such reinsurance is recaptured, terminated uncollectible or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesotherwise defaulted upon. (b) Upon Section 3.26(b) of the reinstatement Seller Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of all Liens, collateral or reissuance security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer cedent under any Premiums and related interest that the Ceding Company receives in connection with such reinstatement.Reinsurance Agreement.‌ (c) The Ceding Company agrees not to solicitNo Reinsurance Agreement contains any provision providing that any party thereto (other than the Company) may terminate, cancel, recapture, amend or alter such agreement by reason of the transactions contemplated by this Agreement and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theAncillary Agreements.

Reinsurance. (a) Subject All reinsurance treaties or agreements, including retrocessional agreements, to which the terms Company or any of its Subsidiaries is a party and conditions under which the Company or any of this Agreementits Subsidiaries has any existing rights, obligations or liabilities, including under any contractual liability insurance policy (CLIP), are listed on Schedule 2.28(a) (the “Reinsurance Treaties”). Except as disclosed on Schedule 2.28(a), Seller has made available to Buyer complete copies of all of such Reinsurance Treaties and all such Reinsurance Treaties are in full force and effect, and, to Seller’s Knowledge, the consummation of the Effective Timetransactions contemplated by this Agreement will not result in any party having the right to terminate a Reinsurance Treaty solely as a result of the consummation of the transactions contemplated hereby. No party to any of the Reinsurance Treaties has given written notice that such party intends to terminate or cancel any of the Reinsurance Treaties. Assuming due power and authority of, and due execution by, the Ceding other party, each Reinsurance Treaty is valid and binding on the Company hereby cedes or any of its Subsidiaries and on an indemnity reinsurance basis to the Reinsurerother parties thereto, and none of the Reinsurer hereby accepts and agrees Company, any of its Subsidiaries or any other party thereto is in default in any material respect with respect to assume and indemnity reinsureany such Reinsurance Treaty. No party to a Reinsurance Treaty has issued a reservation of rights notice or otherwise denied or limited coverage (in whole or in part) under any Reinsurance Treaty. (b) Since the Most Recent Fiscal Year End, to Seller’s Knowledge, (i) the General Account Liabilities on financial condition of any counterparty to any Reinsurance Treaty has not been materially impaired with the result that a coinsurance basis and default thereunder may reasonably be anticipated, (ii) there has not been any dispute with respect to any material amounts recoverable or payable by the Separate Account Liabilities on Company or any of its Subsidiaries pursuant to any Reinsurance Treaty, and (iii) no counterparty to a modified coinsurance basisReinsurance Treaty has denied payment with respect to any current or prospective material claim. In additionAll amounts owed under any Reinsurance Treaty have been timely paid in accordance with their terms. Neither the Company nor of any its Subsidiaries is or has been a party to any separate written or oral agreements with any counterparty to a Reinsurance Treaty that would, on and after under any circumstances, reduce, limit, mitigate or otherwise affect any actual or potential loss to the Effective Timeparties under any Reinsurance Treaty, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained agreements and understandings that are explicitly set forth in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementReinsurance Treaty. (c) The Ceding To Seller’s Knowledge, there are no inquiries from any applicable Governmental Authority related to the Company agrees not or any of its Subsidiaries that could reasonably be expected to solicit, result in the Company or any of its Subsidiaries being liable for any market conduct claim with respect to the marketing and will cause sale of its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theproducts.

Reinsurance. Each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Protective Insurance Subsidiary cedes premium (athe "Protective Reinsurance Contracts") Subject is valid and binding on the applicable Protective Insurance Subsidiary, and to the terms Knowledge of Protective, each other party thereto, and conditions of this Agreementis in full force and effect, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors' rights generally and by general principles of equity, and except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Effective Timeapplicable Protective Insurance Subsidiaries or, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of Protective, any counterparty to any Protective Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, to the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No notice of intended cancellation has been received by the Protective Insurance Subsidiary from any such reinsurer, and there are no disputes under any Protective Reinsurance Contract, except for cancellations or disputes that, individually or in the Reinsurer hereby accepts aggregate, have not had and agrees would not reasonably be expected to assume and indemnity reinsurehave a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any provision providing that any party thereto (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than Protective or any Protective Subsidiary) may terminate, cancel or commute the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf same by reason of the Ceding Company or indemnify consummation of the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesMerger. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. Each reinsurance agreement to which any Significant Insurance Subsidiary is a party (acollectively, the "EXISTING REINSURANCE AGREEMENTS") Subject to the terms is in full force and conditions of this Agreementeffect and is valid and binding in all material respects in accordance with its terms, and, as of the Effective Timedate hereof, no Significant Insurance Subsidiary has, to the Borrower's knowledge, received notice (other than provisional notices of cancellation received in the ordinary course of business) that any other party to an in-force Existing Reinsurance Agreement will cancel or not renew such agreement, which cancellation or nonrenewal could reasonably be expected to have a Material Adverse Effect. Except as set forth on SCHEDULE 5.17, the Ceding Company hereby cedes on an indemnity reinsurance basis Borrower does not have knowledge as of the date hereof that any amount recoverable by any Significant Insurance Subsidiary pursuant to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This any Existing Reinsurance Agreement is solely between not fully collectible in due course. To the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf knowledge of the Ceding Company or indemnify Borrower, no Significant Insurance Subsidiary is in default in any material respect as to any Existing Reinsurance Agreement. Except as disclosed in SCHEDULE 5.17, each Significant Insurance Subsidiary is entitled to take full credit in its statutory financial statements for ceded reinsurance under the Ceding Company for the payment and dischargeExisting Reinsurance Agreements pursuant to applicable insurance laws. Except as disclosed in SCHEDULE 5.17, as and when due, of all Reinsured Liabilities. the date hereof there is no claim currently in litigation (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives which litigation has been threatened in connection with such reinstatement. (cwriting) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program Existing Reinsurance Agreement in excess of internal replacement” without the prior written consent of the$1,000,000.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (i100%) of the General Account Liabilities on a coinsurance basis and one hundred percent (ii100%) of the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, in accordance with the terms of this Agreement and the Administrative Services Agreement, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the ReinsurerPolicy, such Covered Insurance Policy shall be automatically reinsured hereunder (as so reinsured, a “Reinstated Policy”). Any Reinstated Policy shall constitute a Covered Insurance Policy for all purposes hereunder. The Ceding Company shall , including (among other things) the transfer to of Recoverables and the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementdischarge of Reinsured Liabilities relating thereto. (c) The Ceding Company agrees not to solicitshall not, and will shall cause each of its Affiliates to refrain from solicitingnot to, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of thethe Reinsurer, directly solicit or encourage any owners, policyholders or beneficiaries under any Covered Insurance Policy, or any Distributors, in connection with any Program of Internal Replacement; provided, however, that the Ceding Company shall not be liable for any conduct independently undertaken by any Distributors that the Ceding Company does not Control, or in the case of a natural person, who is not an employee of the Ceding Company or its Affiliates. As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted, systematic or programmatic basis to any or all owners, policyholders or beneficiaries under Covered Insurance Policies with an intent to cause policyholders or beneficiaries to exchange, convert or transfer any such Covered Insurance Policy for another policy or contract type written by the Ceding Company or any of its Affiliates that is not reinsured under this Agreement.

Reinsurance. (a) Subject There are no reinsurance contracts, agreements, treaties, or arrangements whereby a Covered Insurance Policy is ceded or retroceded to PICA or, other than as contemplated by the PICA FSS Reinsurance Agreements or the Excluded Business Reinsurance Agreements, whereby PICA has ceded or retroceded any risks arising under or relating to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesCovered Insurance Policies. (b) Upon Section 3.28(b) of the reinstatement Seller Disclosure Letter sets forth, as of the date hereof, a true and complete list of each reinsurance contract, agreement, treaty, or reissuance of arrangement whereby PRIAC has ceded or retroceded any reduced, terminated, lapsed risks arising under or surrendered relating to the Covered Insurance Policy either pursuant Policies, together with all Contracts related thereto, and that are‌ (a) in force or (b) terminated or expired but under which Seller may continue to its policy terms receive reinsurance coverage (each, an “Existing Reinsurance Agreement”). Seller has delivered or at made available to Buyer true and complete copies of each such Existing Reinsurance Agreement, and all amendments and Contracts related thereto (except amendments relating to a particular Existing Reinsurance Agreement where the direction of, or as consented to by, the Reinsurer, contents of such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer amendment do not affect such Existing Reinsurance Agreement in any Premiums and related interest that the Ceding Company receives in connection with such reinstatementmaterial respect). (c) The Ceding Company agrees not Section 3.28(c) of the Seller Disclosure Letter sets forth, as of the date hereof, a true and complete list of each reinsurance contract, agreement, treaty, or arrangement whereby a Covered Insurance Policy is ceded or retroceded to solicitPRIAC, together with all Contracts related thereto (each, an “Underlying Reinsurance Agreement”). Seller has delivered or made available to Buyer true and complete copies of each such Underlying Reinsurance Agreement, and will cause all amendments and Contracts related thereto (except amendments relating to a particular Underlying Reinsurance Agreement where the contents of such amendment do not affect such Underlying Reinsurance Agreement in any material respect). (d) Each Existing Reinsurance Agreement and Underlying Reinsurance Agreement is a legal, valid and binding obligation of PRIAC or its applicable Affiliates and, to the Knowledge of Seller, each other party thereto, and is in full force and effect and enforceable against PRIAC and such Affiliates and, to the Knowledge of Seller, each such other party in accordance with its terms, in each case, subject to the Bankruptcy and Equity Exceptions. PRIAC and its applicable Affiliates are not and, to the Knowledge of Seller, no other Person that is party to an Existing Reinsurance Agreement and Underlying Reinsurance Agreement, is in material default or material breach thereof, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both). PRIAC and its applicable Affiliates have performed all of their material obligations under each Existing Reinsurance Agreement and Underlying Reinsurance Agreement in all material respects. Neither PRIAC nor, to the Knowledge of Seller, any other party to any Existing Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such Existing Reinsurance Agreement and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether with the giving of notice, the passage of time or both). Since January 1, 2019, Seller and its Affiliates have not received any written or, to refrain from solicitingthe Knowledge of Seller, owners, beneficiaries oral notice of any actual or policyholders proposed increase in the rate payable under any Covered Insurance Policies through Existing Reinsurance Agreement, and no such increase has occurred. There are no pending or, to the Knowledge of Seller, threatened Actions with respect to any “program Existing Reinsurance Agreement. No reinsurer under any Existing Reinsurance Agreement has given notice of internal replacement” without termination (provisional or otherwise) under any Existing Reinsurance Agreement. To the prior written consent Knowledge of theSeller, no reinsurer under any Existing Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

Reinsurance. (a) Subject Section 3.17 of the Company Disclosure Schedule sets forth a true, complete and correct list of all agreements with respect to the terms and conditions reinsurance, coinsurance, excess insurance, ceding of this Agreementinsurance, assumption of insurance or indemnification with respect to insurance or similar arrangements which are in force as of the Effective Timedate hereof, to which any Company Insurance Entity is a ceding party, and, for those agreements to which any Company Insurance Entity is an assuming party, which have had any claims or had reserves reported since January 1, 2012 (the Ceding Company hereby cedes on an indemnity reinsurance basis “Reinsurance Contracts”). Except as has not had and would not, individually or in the aggregate, reasonably be expected to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsurehave a Material Adverse Effect, (i) none of the General Account Liabilities on a coinsurance basis applicable Company Insurance Entities or, to the knowledge of the Company, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract and (ii) the Separate Account Liabilities on no written notice of intended cancellation or recapture has been received by any Company Insurance Entity from any other party to a modified coinsurance basisReinsurance Contract, and there are no disputes under any Reinsurance Contract. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create No Reinsurance Contract contains any legal relationship whatsoever between the Reinsurer and provision providing that any Person party thereto (other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in forceCompany or any its subsidiaries) may terminate, without reductionrecapture, unless such reinsurance is recaptured, terminated cancel or reduced as provided herein. On and after commute the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf same by reason of the Ceding Company or indemnify consummation of the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesMerger. (b) Upon Except as has not had and would not, individually or in the reinstatement aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2012, to the knowledge of the Company, with respect to any Reinsurance Contract to which a Company Insurance Entity is the ceding party (a “Ceded Reinsurance Contract”), (i) no reinsurer under any Ceded Reinsurance Contract is insolvent or reissuance the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any reducedsuch reinsurer is not materially impaired to the extent that a default thereunder is reasonably anticipated, terminated, lapsed (ii) no reinsurer party to any Ceded Reinsurance Contract has denied coverage with respect to any current or surrendered Covered prospective material claim and (iii) all amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. Each Company Insurance Policy either Entity is entitled under SAP to take full credit in its Company SAP Statements pursuant to its policy terms Insurance Laws for all amounts recoverable by it pursuant to any Ceded Reinsurance Contracts, and all such amounts are reflected in the applicable Company SAP Statements applied on a consistent basis. No Company Insurance Entity is, nor has it been, a party to any separate written or at the direction oforal agreements with reinsurers that would, under any circumstances, materially reduce, limit, mitigate or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer otherwise affect any actual or potential loss to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders parties under any Covered Insurance Policies through any “program of internal replacement” without Ceded Reinsurance Contract, other than the prior written consent of theagreements and understandings that are explicitly defined in such Ceded Reinsurance Contract.

Reinsurance. (a) Subject to As of the terms and conditions date of this Agreement, as (a) each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company Insurance Subsidiary, and to the Knowledge of the Effective TimeCompany, each other party thereto, and is in full force and effect, except where the Ceding failure to be valid, binding or in full force and effect would not reasonably be expected to have a Material Adverse Effect, (b) the applicable Company hereby cedes on an indemnity reinsurance basis Insurance Subsidiary, and, to the ReinsurerKnowledge of the Company, and any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect, (c) to the Reinsurer hereby accepts and agrees Knowledge of the Company, none of the Company Insurance Subsidiaries has received notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract, except where such default would not reasonably be expected to assume and indemnity reinsurehave a Material Adverse Effect, (d) to the Knowledge of the Company, (i) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the General Account Liabilities on a coinsurance basis and part of any counterparty under such Company Reinsurance Contract, (ii) no such counterparty is insolvent or the Separate Account Liabilities on subject of a modified coinsurance basisrehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and (iii) the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as would not reasonably be expected to have a Material Adverse Effect, (e) no notice of intended cancellation has been received by the Company Insurance Subsidiary from any such reinsurer, (f) there are no disputes under any Company Reinsurance Contract, except as would not reasonably be expected to have a Material Adverse Effect and (g) the Company Insurance Subsidiary is entitled under the law of the domiciliary jurisdiction to take full credit in its Company Statutory Statements for all amounts recoverable by it pursuant to any Company Reinsurance Contract and all such amounts recoverable have been properly recorded in its books and records of account and are properly reflected in its Company Statutory Statements. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding No such Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create Reinsurance Contract contains any legal relationship whatsoever between the Reinsurer and provision providing that any Person such party thereto (other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in forceCompany or a Subsidiary) may terminate, without reductioncancel, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after commute the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf same by reason of the Ceding Company or indemnify consummation of the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesMerger. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject Section 3.17 of the Company Disclosure Schedule sets forth a true, complete and correct list of all agreements with respect to the terms and conditions reinsurance, coinsurance, excess insurance, ceding of this Agreementinsurance, assumption of insurance or indemnification with respect to insurance or similar arrangements which are in force as of the Effective Timedate hereof, to which any Company Insurance Entity is a ceding party, and, for those agreements to which any Company Insurance Entity is an assuming party, which have had any claims or had reserves reported since January 1, 2012 (the Ceding Company hereby cedes on an indemnity reinsurance basis “Reinsurance Contracts”). Except as has not had and would not, individually or in the aggregate, reasonably be expected to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsurehave a Material Adverse Effect, (i) none of the General Account Liabilities on a coinsurance basis applicable Company Insurance Entities or, to the knowledge of the Company, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract and (ii) the Separate Account Liabilities on no written notice of intended cancellation or recapture has been received by any Company Insurance Entity from any other party to a modified coinsurance basisReinsurance Contract, and there are no disputes under any Reinsurance Contract. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create No Reinsurance Contract contains any legal relationship whatsoever between the Reinsurer and provision providing that any Person party thereto (other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in forceCompany or any its subsidiaries) may terminate, without reductionrecapture, unless such reinsurance is recaptured, terminated cancel or reduced as provided herein. On and after commute the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf same by reason of the Ceding Company or indemnify consummation of the Ceding Company for the payment and discharge, as and when due, of all Reinsured LiabilitiesMerger. (b) Upon Except as has not had and would not, individually or in the reinstatement aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2012, to the knowledge of the Company, with respect to any Reinsurance Contract to which a Company Insurance Entity is the ceding party (a “Ceded Reinsurance Contract”), (i) no reinsurer under any Ceded Reinsurance Contract is insolvent or reissuance the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any reducedsuch reinsurer is not materially impaired to the extent that a default thereunder is reasonably anticipated, terminated, lapsed (ii) no reinsurer party to any Ceded Reinsurance Contract has denied coverage with respect to any current or surrendered Covered prospective material claim and (iii) all amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. Each Company Insurance Policy either Entity is entitled under SAP to take full credit in its Company SAP Statements pursuant to its policy terms Insurance Laws for all amounts recoverable by it pursuant to any Ceded Reinsurance Contracts, and all such amounts are reflected in the applicable Company SAP Statements applied on a consistent basis. No Company Insurance Entity is, nor has it been, a party to any separate written or at the direction oforal agreements with reinsurers that would, under any circumstances, materially reduce, limit, mitigate or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer otherwise affect any actual or potential loss to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders parties under any Covered Insurance Policies through any “program of internal replacement” without Ceded Reinsurance Contract, other than the prior written consent of theagreements and understandings that are explicitly defined in such Ceded Reinsurance Contract.

Reinsurance. (a) Subject to As of the terms and conditions date of this Agreement, as each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Parent Insurance Subsidiary is the cedent or reinsurer (the “Parent Reinsurance Contracts”) is a legal, valid and binding obligation of the Effective Timeapplicable Parent Insurance Subsidiary and, the Ceding Company hereby cedes on an indemnity reinsurance basis to the ReinsurerKnowledge of Parent, each other party thereto, and is enforceable against the Reinsurer hereby accepts applicable Parent Insurance Subsidiary, and, to the Knowledge of Parent, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and agrees Equity Exception), except as would not, individually or in the aggregate, reasonably be likely to assume and indemnity reinsurehave a Parent Material Adverse Effect. Neither the applicable Parent Insurance Subsidiary nor, to the Knowledge of Parent, any of the other parties to any Parent Reinsurance Contract is in material default or material breach or has failed to perform any material obligation under any such Parent Reinsurance Contract, and, to the Knowledge of Parent, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the Parent Insurance Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Parent Insurance Subsidiary under any Parent Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no pending or, to the Knowledge of Parent, threatened Actions with respect to any material Parent Reinsurance Contract. (b) To the Knowledge of Parent, (i) no party to a Parent Reinsurance Contract is insolvent or the General Account Liabilities subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) there are no, and since January 1, 2019 there have been no, disputes under any Parent Reinsurance Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established and (iii) the applicable Parent Insurance Subsidiary is entitled to take credit for reinsurance in the Parent Statutory Statements for all such Parent Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Parent Insurance Subsidiary and are properly reflected in the Parent Statutory Statements and in Parent’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (c) With respect to any Parent Reinsurance Contract for which any Parent Insurance Subsidiary is taking credit on its most recent Parent Statutory Statements, from and after January 1, 2019: (i) there has been no separate written or oral agreement between Parent or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Parent Insurance Subsidiary that is a coinsurance basis party thereto under any such Parent Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Parent Reinsurance Contract; and (ii) the Separate Account Liabilities on a modified coinsurance basis. In additionParent Insurance Subsidiary party thereto complies, on and after the Effective Timehas complied with any applicable requirements set forth in Applicable SAP, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained except, in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf each of the Ceding Company or indemnify the Ceding Company for the payment and dischargeclauses (i) through (ii), as and when duewould not, of all Reinsured Liabilitiesindividually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to Section 3.14(a) of the terms Seller Disclosure Letter sets forth a true, complete and conditions of this Agreementcorrect list, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when dueContract Date, of all Reinsured LiabilitiesContracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such copies are complete in all material respects. (b) Upon Except as set forth in Section 3.14(b) of the reinstatement Seller Disclosure Letter, (i) each of the Ceded Reinsurance Contracts is in full force and effect and constitutes a legal, valid and binding obligation of MONY or reissuance MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) neither MONY nor MLOA, on the one hand, nor the relevant reinsurer, on the other hand, has given notice of termination (provisional or otherwise) in respect of any reducedCeded Reinsurance Contract other than for termination with respect to new business and (iii) neither MONY nor MLOA, terminatedon the one hand, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction ofnor, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer Knowledge of Seller, any Premiums and related interest that such reinsurer, on the Ceding Company receives other hand, is in connection with such reinstatementdefault in any material respect or material breach under any Ceded Reinsurance Contracts. (c) The Ceding Company agrees Since January 1, 2010, (A) there has not been any dispute with respect to solicitany material amounts recoverable or payable by MONY or MLOA pursuant to any Ceded Reinsurance Contract and (B) no reinsurer party to a Ceded Reinsurance Contract has denied coverage with respect to any current or prospective material claim. All amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. No Ceded Reinsurance Contract is currently subject to any pending audit by any reinsurer thereunder, and will cause no reinsurer under any Ceded Reinsurance Contract has the right, as a result of the consummation of the transactions contemplated by this Agreement, to modify the price or other terms of such Ceded Reinsurance Contract. As of and since December 31, 2011, each of MONY and MLOA was entitled under Applicable Accounting Principles to take full financial statement credit for all amounts for which such financial statement credit was taken in the Audited Financial Statements as at and since December 31, 2011 of such company for any amounts recoverable by such company pursuant to any Ceded Reinsurance Contracts to which it was a party. (d) Except as set forth on Section 3.14(d) of the Seller Disclosure Letter, neither MONY nor MLOA is a party to any reinsurance, retrocession or similar Contracts under which any Person cedes to MONY or MLOA any risks included in the Business, whether or not any such Contract is currently accepting new business. (e) Section 3.14(e) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Ceded Reinsurance Contracts under which MLOA has ceded risk included in the Business that (i) by their terms require MLOA or any of its Affiliates to refrain retain unreinsured and for its account any portion of the MLOA Business or (ii) require consent from solicitingany Person in order for MLOA to cede or retrocede all or any portion of its net retention of the MLOA Business. (f) Section 3.14(f) of the Seller Disclosure Letter sets forth a true, ownerscomplete and correct list of all Ceded Reinsurance Contracts under which MONY or MLOA, beneficiaries on the one hand, and any Affiliates of MONY or policyholders under MLOA (other than MONY or MLOA), on the other hand, have ceded or retroceded, or may cede or retrocede, any Covered Insurance Policies through any “program of internal replacement” without risk that is not included in the prior written consent of theBusiness.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance a combination coinsurance/modified coinsurance basis or a combination coinsurance/coinsurance with funds withheld basis, as specified on Schedule 1.1(a), to the ReinsurerReinsurer as of the Amendment Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) reinsure on such basis as of the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Amendment Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Reinsurer hereby assumes and agrees Covered Insurance Contracts; provided, however, that the Reinsurer’s portion of the Reinsured Liabilities shall never exceed the portion of such liabilities assumed by the Company pursuant to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual ObligationsCovered Insurance Contracts. This Agreement is an agreement for indemnity reinsurance solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. a. The parties hereto acknowledge that as of the Amendment Effective Time, SLD effected the SLD Recapture and accordingly the business ceded by the Company hereunder was subject to such recapture. As of the Amendment Effective Time, the accounting for the SLD Recapture as set forth in Schedule 2.1 was effected. b. On and after the Amendment Effective Time, the Reinsurer shall be obligated to make payments has the responsibility for paying to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured LiabilitiesLiabilities arising under or attributable to the Covered Insurance Contracts. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer c. Notwithstanding anything to the contrary herein, Original Treaty (A) shall remain in full force and effect with respect to the parties’ respective rights and obligations thereunder arising prior to the Amendment Effective Time. For the avoidance of doubt, (i) Reinsured Liabilities not paid by the Reinsurer any Premiums and related interest that prior to the Ceding Company receives in connection with such reinstatement. Amendment Effective Time are reinsured under the terms of Original Treaty (cA) The Ceding Company agrees not without giving effect to solicitthe SLD Recapture, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theand

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (i100%) the of all General Account Liabilities on a coinsurance basis and one hundred percent (ii100%) the of all Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at by the direction of, or as consented Reinsurer pursuant to by, the Reinsurerterms of the Administrative Services Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. The Except as set forth in the proviso below, any conversion, exchange or replacement policy or contract issued by the Ceding Company and arising from a Covered Insurance Policy that is converted, exchanged or replaced pursuant to its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement and shall be automatically reinsured hereunder; PROVIDED, HOWEVER, that if a policyholder of a Covered Insurance Policy chooses to convert, exchange or replace such Covered Insurance Policy pursuant to its policy terms with a policy or contract issued by the Ceding Company that does not correspond to (i) a policy form identified on SCHEDULE 1.1(A) or (ii) a new policy form filed by the Reinsurer as permitted under the Administrative Services Agreement, such new policy or contract shall not constitute a Covered Insurance Policy and will not be reinsured hereunder. A terminated policy or contract that would have been a Covered Insurance Policy had it been in force at the Effective Time, that later reinstates pursuant to its policy provisions, will be reinsured by the Reinsurer and become a Covered Insurance Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage that is received for such reinstatement, and the Ceding Company will transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with amount of reserves for such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any reinstated Covered Insurance Policies through any “program Policy calculated as of internal replacement” without the prior written consent Effective Time. The effective date of thereinsurance for such reinstated Covered Insurance Policy shall be the Effective Time.

Reinsurance. (a) Subject DSSC has made available to the terms Acquiror copies of all Reinsurance Agreements to which CBIC is a party and conditions has any existing rights or obligations that are not de minimus in nature or amount. Except as set forth in Section 4.13 of this the Disclosure Schedule, CBIC is not in default under any such Reinsurance Agreement, as nor does there exist any event, condition or omission that would constitute a default (whether by lapse of time or notice, or both). As of the Effective Timedate hereof, except as set forth in Section 4.13 of the Ceding Company hereby cedes on an indemnity reinsurance basis Disclosure Schedule, there are no pending or, to the ReinsurerKnowledge of DSSC, and the Reinsurer hereby accepts and agrees threatened Actions with respect to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basisany such Reinsurance Agreement. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained Except as set forth in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf Section 4.13 of the Ceding Company Disclosure Schedule, none of the material Reinsurance Agreements to which CBIC is a party and has any existing rights or indemnify obligations, contain change in control provisions which would limit or terminate CBIC’s rights under such Reinsurance Agreements upon the Ceding Company for consummation of the payment and discharge, as and when due, of all Reinsured Liabilitiestransactions contemplated hereby. (b) Upon Except as has not had and would not reasonably be expected to have, individually or in the reinstatement aggregate, a Material Adverse Effect, (i) since January 1, 2008, none of the Companies have received any written notice from any party to a Reinsurance Agreement that any amount of reinsurance ceded by CBIC to such counterparty will be uncollectible or reissuance otherwise defaulted upon, (ii) to the Knowledge of DSSC, no party to a Reinsurance Agreement under which CBIC is the cedent is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) from January 1, 2008 to the date hereof, there have been no disputes under any reduced, terminated, lapsed or surrendered Covered Insurance Policy either Reinsurance Agreement other than disputes in the ordinary course for which adequate loss reserves have been established and (iv) CBIC is entitled under applicable Law and applicable SAP to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Agreement and all such amounts recoverable have been properly recorded in its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums books and related interest that the Ceding Company receives records of account (if so accounted therefor) and are properly reflected in connection with such reinstatementits Statutory Statements. (c) The Ceding Company agrees not With respect to solicitany Reinsurance Agreement for which CBIC is taking credit on its most recent Statutory Statements, to the Knowledge of DSSC, from and will cause its Affiliates to refrain from solicitingafter January 1, owners, beneficiaries 2008 there has been no separate written or policyholders oral agreement between CBIC and the assuming reinsurer that would under any Covered Insurance Policies through circumstances reduce, limit, mitigate or otherwise affect any “program of internal replacement” without actual or potential loss to the prior written consent of theparties under any such Reinsurance Agreement.

Reinsurance. (a) Subject to Section 5.17(a) of the terms and conditions Business Disclosure Schedule sets forth, as of the date of this Agreement, as a true, complete and correct list of each reinsurance Contract pursuant to which any Seller has ceded or retroceded risks under any Covered Insurance Policy (each, an “Existing Reinsurance Agreement”). Sellers have made available to Buyer true, complete and correct copies of each Existing Reinsurance Agreement (other than any Terminating Reinsurance Agreement) that is in force on the Effective Timedate of this Agreement (each such Existing Reinsurance Agreement, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurera “Material Existing Reinsurance Agreement”), and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesamendments thereto. (b) Upon Section 5.17(b) of the reinstatement or reissuance Business Disclosure Schedule sets forth, as of any reducedthe date of this Agreement, terminateda true, lapsed or surrendered complete and correct list of each reinsurance Contract whereby a Covered Insurance Policy either pursuant is ceded or retroceded by a non-affiliated third-party to its policy terms or at the direction ofa Seller (each, or as consented an “Underlying Reinsurance Agreement”). Sellers have made available to byBuyer true, the Reinsurercomplete and correct copies of each Underlying Reinsurance Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementall amendments thereto. (c) The Ceding Company agrees Each Material Existing Reinsurance Agreement and each Underlying Reinsurance Agreement is in full force and effect in accordance with its terms and is a valid and binding obligation of the applicable Seller and, to the Knowledge of Sellers, each other party to such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, except for such failures to be valid and binding as have not to solicithad, and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Material Existing Reinsurance Agreement and each Underlying Reinsurance Agreement is enforceable in accordance with its terms against the applicable Seller and, to the Knowledge of Sellers, each other party to such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, subject in each case to the Enforceability Exceptions. No Seller is (or with notice or lapse of time or both, will cause be) in breach or default under any such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, and, to the Knowledge of Sellers, no other party to any such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement is (or with notice or lapse of time or both, will be) in breach or default thereunder, in each case, other than those breaches or defaults as have not had, and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Seller has performed all of its material obligations under the Existing Reinsurance Agreements and Underlying Reinsurance Agreements (in each case, other than any Terminating Reinsurance Agreements) in all material respects. (d) Since January 1, 2016, (i) there has not been any dispute with respect to any material amounts recoverable or payable by a Seller or any of its Affiliates pursuant to refrain from soliciting, owners, beneficiaries or policyholders any Material Existing Reinsurance Agreement and (ii) no Existing Reinsurer under any Covered Insurance Policies through Material Existing Reinsurance Agreement has denied coverage with respect to any “program current or prospective material claim. To the Knowledge of internal replacement” without Sellers, no Material Existing Reinsurance Agreement is currently subject to any pending audit by the prior reinsurer thereunder. Since January 1, 2017, (i) Sellers and their Affiliates have not received any written consent or, to the Knowledge of theSellers, oral notice of any actual or proposed increase in the rate payable under any Material Existing Reinsurance Agreement, and (ii) no such increase has occurred. No Existing Reinsurer has given written notice of termination (provisional or otherwise) under any Material Existing Reinsurance Agreement or has stopped or, to the Knowledge of Sellers, threatened to stop paying claims. To the Knowledge of Sellers, no Existing Reinsurer under any Material Existing Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

Reinsurance. (a) Subject As would not individually or in the aggregate, have or reasonably be expected to the terms and conditions of this Agreementhave a Company Material Adverse Effect, as of the Effective Timedate this Agreement, except as set forth on Schedule 5.1(r)(v) of the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsureDisclosure Letter, (ia) all ceded and assumed reinsurance and retrocession treaties and agreements to which the General Account Liabilities on Company or any of its Subsidiaries is a coinsurance basis and (ii) party, other than reinsurance agreements among the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and its Subsidiaries or among the Reinsurer and shall Company’s Subsidiaries (the “Company Reinsurance Agreements”) that have not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, been terminated or reduced as provided herein. On commuted, are in full force and after the Effective Timeeffect, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon no notice of intended cancellation has been received by the reinstatement Company or reissuance any of its Subsidiaries from any reducedcedent or reinsurer with respect to any such Company Reinsurance Agreement, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding with respect to ceded Company agrees not Reinsurance Agreements, none of the reinsurers of the Company or any of its Subsidiaries has denied coverage with respect to solicitany current or prospective claim, (d) the Company and its Subsidiaries are entitled under applicable Law to take full credit in the Company Statutory Statements for all amounts recoverable by it pursuant to any Company Reinsurance Agreement, and will cause all such amounts have been properly recorded in its Affiliates books and records and are properly reflected in the Company Statutory Statements, (e) the Company Reinsurance Agreements transfer such risk as would be required for such Company Reinsurance Agreements to refrain from solicitingbe properly accounted for as reinsurance, ownersand (f) neither the Company, beneficiaries any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Company Reinsurance Agreements is in breach of or policyholders in default in any material respect under any Covered Insurance Policies through Company Reinsurance Agreement. Except as set forth on Schedule 5.1(r)(v) of the Company Disclosure Letter, as of the date hereof, to the Knowledge of the Company, no party to a Company Reinsurance Agreement has indicated to the Company or any “program of internal replacement” without its Subsidiaries that it intends to terminate a Company Reinsurance Agreement within twelve (12) months after the prior written consent Closing (other than as a result of thenon-renewal).

Reinsurance. (a) Subject to Section 2.22(a) of the terms Seller Disclosure Letter sets forth a true and conditions of this Agreementcomplete list, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when duedate hereof, of all Reinsured Liabilitiesreinsurance and retrocessional treaties and agreements (“Reinsurance Agreements”) entered into since January 1, 2011 to which any Company Insurer is a party and has any existing rights or obligations, each of which treaties and agreements is in full force and effect. True and complete copies of all such treaties and agreements have been made available to Buyer. Except as set forth on Section 2.22(a) of the Seller Disclosure Letter or except as, individually or in the aggregate, would not, or would not reasonably be expected to, have a Material Adverse Effect, all reinsurance premiums due under such reinsurance treaties or agreements have been paid in full or were accrued or reserved for by each of the Company Insurers. Except as set forth on Section 2.22(a) of the Seller Disclosure Letter, to the Knowledge of Seller, all amounts recoverable under reinsurance, coinsurance or other similar contracts to which any of the Company Insurers is a party (including amounts based on paid and unpaid losses) are, as of the date hereof, fully collectible. (b) Upon With respect to all Reinsurance Agreements for which each Company Insurer is taking credit on its most recent Statutory Statements, such Company Insurer has or is the reinstatement beneficiary of all necessary letters of credit or reissuance other security and all such letters of credit or other security comply in all material respects with applicable Law to the extent necessary under applicable Law to enable it to take credit on its Statutory Statements for such reinsurance. Section 2.22(b) of the Seller Disclosure Letter identifies all letters of credit and other security that, as of the date hereof, are held or maintained for the benefit of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant Company Insurer to its policy terms or at the direction of, or as consented to by, the Reinsurer, support receivable balances in respect of such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementreinsurance. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance a coinsurance basis to the ReinsurerReinsurer as of the Trifurcation Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) reinsure on such basis as of the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Trifurcation Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual ObligationsCovered Insurance Contracts. This Agreement is an agreement for 10 indemnity reinsurance solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. . a. On and after the Trifurcation Effective Time, the Reinsurer shall be obligated to make payments will have the responsibility for paying to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured LiabilitiesLiabilities arising under or attributable to the Covered Insurance Contracts. b. Notwithstanding anything to the contrary herein, the Original Reinsurance Agreement shall remain in full force and effect with respect to the parties' respective rights and obligations thereunder arising prior to the Trifurcation Effective Time; provided, for the avoidance of doubt, that (bi) Upon Reinsured Liabilities not paid by the reinstatement Reinsurer prior to the Trifurcation Effective Time are reinsured under this Agreement regardless of whether they arose or reissuance of arise prior to or after the Trifurcation Effective Time, and (ii) neither party shall be required to pay any reduced, terminated, lapsed or surrendered Covered Insurance Policy either amount under this Agreement that it has paid pursuant to its policy terms the Original Reinsurance Agreement or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementvice versa. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the