Common use of Settlement of Claims Clause in Contracts

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. The claims that are eligible ceding company shall promptly notify The Guardian of any claim submitted on a policy reinsured under this agreement. The Guardian’s liability to the ceding company for reimbursement are only those that reinsurance benefits shall follow the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization ceding company’s liability for such benefits under the terms of the Income Program where such events occurits policies. However, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described The Guardian shall pay death claims in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of settlement provided in the policy, and The Guardian may pay disability waiver of premium claims in one payment made per year regardless of the mode of premium payment specified in the policy. The Guardian shall abide the issue as it is settled by the CEDING COMPANYceding company and shall pay the amount of reinsurance in effect when the ceding company settles with the claimant, including any required interest from date of death to date of payment, subject only to the limitations set forth in paragraphs 1 through 3 below: 1. In every case of loss, copies of proofs obtained by the ceding company shall be taken as sufficient. Unless agreed otherwise, all contestable claims will be routinely investigated. Copies of all proofs of loss, underwriting papers and any investigation shall be furnished to The Guardian upon request. E. With respect 2. The ceding company shall consult with The Guardian before making an admission of liability on any contestable claim on which the ceding company retains less than its full retention. 3. Any claim may be contested or compromised by the ceding company. The Guardian may choose not to Extra-Contractual Damagesparticipate in contesting a claim, and if it so chooses, it shall pay the full amount of the reinsurance at once. If The Guardian joins the ceding company in no a contest or compromise which results in a reduced claim settlement, then the ceding company and The Guardian shall participate in proportion to their respective liabilities before the reduction. If The Guardian has given written consent to participate in defending or investigating a claim or in taking up or rescinding a policy reinsured under this Agreement, any unusual expenses incurred by the ceding company (aside from routine investigations and other incidental claims settlement expenses) shall be shared in the same proportion. In the event will of an increase or decrease in the REINSURER amount of the ceding company’s insurance on any policy reinsured hereunder because of a misstatement of age or sex or other status which is established after the death of the Insured, the ceding company and The Guardian shall share in the change in amount in proportion to their respective net liabilities prior to the increase or decrease. The death benefit shall be recalculated using premiums at the correct age and sex. The Guardian shall not participate in punitive or compensatory exemplary damages or statutory penalties which are awarded assessed against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:ceding company.

Settlement of Claims. A. The claims that are eligible ceding company shall promptly notify The Guardian of any claim submitted on a policy reinsured under this agreement. The Guardian's liability to the ceding company for reimbursement are only those that reinsurance benefits shall follow the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization ceding company's liability for such benefits under the terms of the Income Program where such events occurits policies. However, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described The Guardian shall pay death claims in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of settlement provided in the policy, and The Guardian may pay disability waiver of premium claims in one payment made per year regardless of the mode of premium payment specified in the policy. The Guardian shall abide the issue as it is settled by the CEDING COMPANYceding company and shall pay the amount of reinsurance in effect when the ceding company settles with the claimant, including any required interest from date of death to date of payment, subject only to the limitations set forth in paragraphs 1 through 3 below: 1. In every case of loss, copies of proofs obtained by the ceding company shall be taken as sufficient. Unless agreed otherwise, all contestable claims will be routinely investigated. Copies of all proofs of loss, underwriting papers and any investigation shall be furnished to The Guardian upon request. E. With respect 2. The ceding company shall consult with The Guardian before making an admission of liability on any contestable claim on which the ceding company retains less than its full retention. 3. Any claim may be contested or compromised by the ceding company. The Guardian may choose not to Extra-Contractual Damagesparticipate in contesting a claim, and if it so chooses, it shall pay the full amount of the reinsurance at once. If The Guardian joins the ceding company in no a contest or compromise which results in a reduced claim settlement, then the ceding company and The Guardian shall participate in proportion to their respective liabilities before the reduction. If The Guardian has given written consent to participate in defending or investigating a claim or in taking up or rescinding a policy reinsured under this Agreement, any unusual expenses incurred by the ceding company (aside from routine investigations and other incidental claims settlement expenses) shall be shared in the same proportion. In the event will of an increase or decrease in the REINSURER amount of the ceding company's insurance on any policy reinsured hereunder because of a misstatement of age or sex or other status which is established after the death of the Insured, the ceding company and The Guardian shall share in the change in amount in proportion to their respective net liabilities prior to the increase or decrease. The death benefit shall be recalculated using premiums at the correct age and sex. The Guardian shall not participate in punitive or compensatory exemplary damages or statutory penalties which are awarded assessed against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:ceding company.

Settlement of Claims. A. The claims that are eligible ceding company shall promptly notify The Guardian of any claim submitted on a policy reinsured under this agreement. The Guardian's liability to the ceding company for reimbursement are only those that reinsurance benefits shall follow the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization ceding company's liability for such benefits under the terms of the Income Program where such events occurits policies. However, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described The Guardian shall pay death claims in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of settlement provided in the policy. The Guardian may pay disability waiver of premium claims according to the mode of payment made used by the CEDING COMPANYceding company. The Guardian shall abide the issue as it is settled by the ceding company and shall pay the amount of reinsurance in effect when the ceding company settles with the claimant, including any required interest from date of death to date of payment, subject only to the limitations set forth in paragraphs 1 through 3 following: 1. In every case of loss, copies of proofs obtained by the ceding company shall be taken as sufficient. Unless agreed otherwise, all contestable claims will be routinely investigated. Copies of all proofs of loss, underwriting papers and any investigation shall be furnished to The Guardian upon request. E. With respect 2. The ceding company shall consult with The Guardian before making an admission of liability on any contestable claim on which the ceding company retains less than its full retention. 3. Any claim may be contested or compromised by the ceding company. The Guardian may choose not to Extra-Contractual Damagesparticipate in contesting a claim, and if it so chooses, it shall pay the full amount of the reinsurance at once. If The Guardian joins the ceding company in no a contest or compromise which results in a reduced claim settlement, then the ceding company and The Guardian shall participate in proportion to their respective liabilities before the reduction. If The Guardian has given written consent to participate in defending or investigating a claim or in taking up or rescinding a policy reinsured under this Agreement, any unusual expenses incurred by the ceding company (aside from routine investigations and other incidental claims settlement expenses) shall be shared in the same proportion. In the event will of an increase or decrease in the REINSURER amount of the ceding company's insurance on any policy reinsured hereunder because of a misstatement of age or sex or other status which is established after the death of the Insured, the ceding company and The Guardian shall share in the change in amount in proportion to their respective net liabilities prior to the increase or decrease. The death benefit shall be recalculated using premiums at the correct age and sex. The Guardian shall not participate in punitive or compensatory exemplary damages or statutory penalties which are awarded assessed against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:ceding company.

Settlement of Claims. A. The claims that are eligible ceding company shall promptly notify The Guardian of any claim submitted on a policy reinsured under this agreement. The Guardian’s liability to the ceding company for reimbursement are only those that reinsurance benefits shall follow the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization ceding company’s liability for such benefits under the terms of the Income Program where such events occurits policies. However, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described The Guardian shall pay death claims in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of settlement provided in the policy. The Guardian may pay disability waiver of premium claims according to the mode of payment made used by the CEDING COMPANYceding company. The Guardian shall abide the issue as it is settled by the ceding company and shall pay the amount of reinsurance in effect when the ceding company settles with the claimant, including any required interest from date of death to date of payment, subject only to the limitations set forth in paragraphs 1 through 3 following: 1. In every case of loss, copies of proofs obtained by the ceding company shall be taken as sufficient. Unless agreed otherwise, all contestable claims will be routinely investigated. Copies of all proofs of loss, underwriting papers and any investigation shall be furnished to The Guardian upon request. E. With respect 2. The ceding company shall consult with The Guardian before making an admission of liability on any contestable claim on which the ceding company retains less than its full retention. 3. Any claim may be contested or compromised by the ceding company. The Guardian may choose not to Extra-Contractual Damagesparticipate in contesting a claim, and if it so chooses, it shall pay the full amount of the reinsurance at once. If The Guardian joins the ceding company in no a contest or compromise which results in a reduced claim settlement, then the ceding company and The Guardian shall participate in proportion to their respective liabilities before the reduction. If The Guardian has given written consent to participate in defending or investigating a claim or in taking up or rescinding a policy reinsured under this Agreement, any unusual expenses incurred by the ceding company (aside from routine investigations and other incidental claims settlement expenses) shall be shared in the same proportion. In the event will of an increase or decrease in the REINSURER amount of the ceding company’s insurance on any policy reinsured hereunder because of a misstatement of age or sex or other status which is established after the death of the Insured, the ceding company and The Guardian shall share in the change in amount in proportion to their respective net liabilities prior to the increase or decrease. The death benefit shall be recalculated using premiums at the correct age and sex. The Guardian shall not participate in punitive or compensatory exemplary damages or statutory penalties which are awarded assessed against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:ceding company.

Settlement of Claims. A. The claims claims, calculated as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "PUNITIVE DAMAGES" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute - "STATUTORY PENALTIES" are those amounts awarded as a penalty, but fixed in amount by statute

Settlement of Claims. A. The claims claims, as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "PUNITIVE DAMAGES" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute - "STATUTORY PENALTIES" are those amounts awarded as a penalty, but fixed in amount by statute

Settlement of Claims. A. The claims claims, as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death-benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, except as otherwise provided below, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require [redacted] If the REINSURER, REINSURER declines to be party to the extent permitted by lawcontest, to compromise or litigation of a claim, it will pay its full share proportionately in certain assessed situations in which of the amount reinsured, as if there had been no contest, compromise or litigation. In addition, the REINSURER was an active party and directed, consented to, or ratified will pay its proportionate share of covered expenses incurred to the act, omission or course of conduct of date it notifies the CEDING COMPANY which ultimately resulted in that it declines to be a party to the assessment contest, compromise or litigation of the extra-contractual damages. a claim. F. In such situations, no event will the REINSURER and the CEDING COMPANY shall share such damages so assessed be liable for expenses incurred in equitable proportions. For the purposes connection with a dispute or contest arising out of this provision, the following definitions will apply:conflicting or any other claims of entitlement to policy proceeds or benefits.

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, GMWB Products sold on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty thirty-one (3031) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program GMWB Product benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VIV, for the reinsured benefits. The CEDING COMPANY reserves the right to charge interest if reimbursable claims are not paid within thirty-one (31) days of the Reinsurer's receipt of CEDING COMPANY's report. The interest rate charged shall be based on the ninety (90) day Federal Government Treasury Xxxx as first published by the Wall Street Journal in the month following the due date of the reinsurance premiums plus one hundred (100) basis points. The method of calculation shall be simple interest (360-day year). D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For If the purposes REINSURER declines to be party to the contest, compromise or litigation of this provisiona claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise or litigation. In addition, the following definitions REINSURER will apply:pay its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY that it declines to be a party to the contest, compromise or litigation of a claim. E. In no event will the REINSURER be liable for expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

Settlement of Claims. A. The claims claims, as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "Punitive Damages" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute

Settlement of Claims. A. The claims claims, calculated as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IVIV and the limits as set forth in Article I, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. The REINSURED shall obtain proof of death upon the death of each insured. It shall investigate each death and assert any defenses from liability under the policy in accordance with its normal claims that are eligible for reimbursement are only those procedures. The REINSURED shall notify LINCOLN of each death. The LINCOLN shall pay its share of the net amount at risk under the policy after receiving proof of the deaths of all insureds. Copies of proofs or other documents bearing on such claim or proceeding shall be furnished to the LINCOLN when requested. B. The LINCOLN shall accept the good faith decision of the REINSURED in settling any claim or suit and shall pay, at its Home Office, its share of net reinsurance liability upon receiving proper evidence of the REINSURED'S having settled with the claimant. Payment of net reinsurance liability on account of death shall be made in one lump sum. C. If the REINSURED should contest or compromise any claim or proceeding and the amount of net liability thereby be reduced, or if at any time the REINSURED should recover monies from any third party in connection with or arising out of any claim reinsured by the LINCOLN, the LINCOLN'S reinsurance liability shall be reduced or the LINCOLN shall share in the recovery, as the case may be, in the proportion that the CEDING COMPANY is contractually net liability of the LINCOLN bore to the total net liability existing as of the occurrence of the claim. As used in this section, "recovery" shall include, but not be limited to, settlements, judgments, awards and insurance payments of any kind. D. Any unusual expenses incurred by the REINSURED in defending or investigating a claim for policy liability or in taking up or rescinding a policy reinsured hereunder shall be participated in by the LINCOLN in the same proportion as described in section C, above. E. In no event shall the following categories of expenses or liabilities be considered, for purposes of this Agreement, as "unusual expenses" or items of "net reinsurance liability:" (1) routine investigative or administrative expenses; (2) expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits which the REINSURED admits are payable; (3) expenses, fees, settlements, or judgments arising out of or in connection with claims against the REINSURED for punitive or exemplary damages; in determining the reason for the assessment of any damages, fees, or expenses against the REINSURED, the parties shall not be required to pay follow the reason indicated by the court which awarded such damages, fees, or expenses; rather, the parties shall act in good faith to determine the actual reason for the award; (4) expenses, fees, settlements, or judgments arising out of or in connection with claims made against the REINSURED and based on alleged or actual bad faith, failure to exercise good faith, or tortuous conduct; in determining the reason for the assessment of any damages, fees, or expenses against the REINSURED, the parties shall not be required to follow the reason indicted by the court which awarded such damages, fees, or expenses; rather, the parties shall act in good faith to determine the actual reason for the award; F. For purposes of this Agreement, penalties, attorney's fees, and interest imposed automatically by statute against the REINSURED and arising solely out of a judgment being rendered against the REINSURED in a suit for policy benefits reinsured hereunder shall be considered "unusual expenses." G. In the event that the amount of insurance provided by a policy or policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the expiration death of the waiting period and upon annuitization under insured, the terms net reinsurance liability of the Income Program where LINCOLN shall increase or reduce in the proportion that the net reinsurance liability of the LINCOLN bore to the sum of the net retained liability of the REINSURED and the net liability of other reinsurers immediately prior to the discovery of such events occurmisstatement of age or sex. Reinsurance policies in force with the LINCOLN shall be reformed on the basis of the adjusted amounts, using premiums and reserves applicable to the correct age and sex. Any adjustment in reinsurance premiums shall be made without interest. H. The LINCOLN shall refund to the REINSURED any reinsurance premiums, without interest, unearned as of the date of death of the life reinsured hereunder. I. If the REINSURED pays interest from a specified date, such as the date of death of the insured, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof contractual benefit of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance policy reinsured under this Agreement, the LINCOLN shall indemnify the REINSURED for the LINCOLN'S share of such interest. Interest paid by the LINCOLN under this section shall be computed at the same rate and commencing as of the same date as that paid by the REINSURED. The parties recognize that circumstances may arise in which equity would require computation of interest paid by the REINSURER, to LINCOLN under this section shall cease as of the extent permitted by law, to earlier of (1) the date of payment of the LINCOLN'S share proportionately in certain assessed situations in of reinsurance liability and (2) the date of termination of the period for which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In REINSURED has paid such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:interest.

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATEEffective Date of this Agreement, subject to the liability benefit limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual extracontractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For If the purposes REINSURER declines to be party to the contest, compromise or litigation of this provisiona claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise or litigation. In addition, the following definitions REINSURER will apply:pay its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY that it declines to be a party to the contest, compromise or litigation of a claim. F. In no event will the REINSURER be liable for expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

Settlement of Claims. A. The SPP claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such claim events occur, on the policies reinsured hereunder, that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement subject to the liability benefit limitations described in Article I.below. B. In the event the CEDING COMPANY follows its Claims Adjudication Policy, as set forth in Exhibit II, and provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will shall be taken by the REINSURER as sufficient. Payment, based on the RNAR defined in Article IV, in settlement of the reinsurance under a claim approved and paid by the CEDING COMPANY for a life reinsured hereunder, shall be made by the REINSURER upon receipt of the claim papers referenced in this Paragraph B. C. Should an insured be covered under multiple SPP riders that generate a waiver benefit at the same time, the CEDING COMPANY shall employ its Underwriting Procedures, as set forth in Exhibit I, for the determination of the one SPP rider under which waiver benefits will be paid. C. Within thirty (30) days D. Should the SPP claim involve disability or unemployment, the CEDING COMPANY, upon request of the end REINSURER, shall provide proof of each calendar month, the insured person's continuing disability or unemployment. The CEDING COMPANY shall notify the REINSURER of when the reinsured contractual Income Program benefits paid in that monthinsured person is no longer eligible for such SPP waiver claim, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed resume paying reinsurance premiums on the insured person on the next due date in equitable proportionsaccordance with Article VI. For the purposes of this provisionAgreement, the following definitions date of loss shall be the actual date of the disability or unemployment. E. For claims occurring during the contestable period, the CEDING COMPANY shall provide the REINSURER with prompt notification of the claim and with a complete set of papers for review. The CEDING COMPANY will apply:wait for up to ten business days from the date of submission of papers to the REINSURER for the REINSURER's recommendation before conceding liability or making settlement to the claimant. Such consultation and review shall not impair the CEDING COMPANY's freedom to determine the proper action on the claim. F. The CEDING COMPANY shall immediately notify the REINSURER of its intention to contest, compromise or litigate a claim and shall give the REINSURER the opportunity to review the claim file. If the REINSURER agrees to participate in such a contest, the REINSURER shall share in the expense of any contest or compromise of that claim in the same proportion that the net amount at risk reinsured with the REINSURER bears to the total net risk of the CEDING COMPANY under all policies on that life being contested by the CEDING COMPANY and shall share in the total amount of any reduction in liability in the same proportion. Compensation of salaried officers and employees, including legal counsel, of the CEDING COMPANY shall not be considered claim expenses. -------------------------------------------------------------------------------- GE Life and Annuity Assurance Co., Agreement No. Page 11 Effective February 15, 2002

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATEEffective Date of this Agreement, subject to the liability benefit limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "Punitive Damages" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

Settlement of Claims. A. 2.1. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required Indemnified Parties shall use their best efforts to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, subject give prompt notice to the liability limitations described Representative (as defined in Section 2.6) of claims for which the Indemnitors would have been liable under Article I. B. In 1 but for the event Threshold Amount of Section 1.4. The Indemnified Parties shall provide the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end Representative with a description of each calendar month, claim which they assert is counted against the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, Threshold Amount and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive amount paid or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY asserted in connection with such claim. 2.2. If any claim which is covered by Section 1 above is made against the insurance reinsured Indemnified Parties, they shall give written notice of such claim to the Representative. The Representative shall have 10 days from the receipt of such notice to give written notice to the Indemnified Parties of the Indemnitors' intention to defend or dispute such claim, which notice will acknowledge the obligation of the Indemnitors to indemnify the Indemnified Parties against such claim. If such notice is given by the Representative within the 10-day period, the Indemnitors shall have the right to compromise or defend any such claim through counsel of their own choosing and at their own expense, provided that each of the Indemnitors is in compliance with the retention requirement of Section 9.7 of the Purchase Agreement and provides the Indemnified Parties with evidence reasonably satisfactory to them of such compliance. If any Indemnitor is not then in compliance with such retention requirement, or at any time during the pendency of such claim ceases to be in compliance with the retention requirement, then the right of Indemnitors to compromise or defend such claim shall lapse unless each Indemnitor which is not in compliance shall post any security reasonably required by the Indemnified Parties to protect them fully from any loss or liability. For purposes of the foregoing, the value of any security reasonably required will not exceed the maximum amount of the exposure of the Indemnified Parties to liability in connection with such claims plus a good faith estimate by the Indemnified Parties of reasonable attorneys' fees. The attorney representing the Indemnified Parties in such matter and the attorney representing the noncomplying Indemnitor(s) in such matter shall determine the amount of the required security in accordance with the foregoing standard. If they are unable to agree on the amount, they will appoint a third attorney qualified to practice law in the jurisdiction in which such claim is pending and the attorney so appointed will determine the amount of the required security in accordance with the foregoing standard. The Indemnified Parties agree to cooperate with the Indemnitors in the defense of any claim which the Indemnitors have undertaken to defend under this AgreementSection 2.2. The parties recognize that circumstances may arise Indemnified Parties shall have the right to participate in which equity would require any such defense, at their own expense and through counsel of their own choosing. 2.3. Notwithstanding the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situationsforegoing provisions, the REINSURER and Indemnitors may not control the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes settlement of this provision, the following definitions will apply:a claim which

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, DATE and subject to the liability retention of the CEDING COMPANY and benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof COMPANY'S administrator, DVFS, receives sufficient documentation to verify the death of claim liability to the REINSURERowner or annuitant triggering the payment of a death benefit, the claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by documents shall be provided to the CEDING COMPANY REINSURER and deemed as sufficient. The GMDB will be taken by valued for reinsurance purposes as of the REINSURER date of death regardless of when the claim was reported. All claims will be settled individually. Each will, for reinsurance purposes, be valued as sufficientof the date of death. C. Where the beneficiary of the policy is the owner's spouse, and where the spouse elects to continue the policy in their own name, the REINSURER agrees to pay the MNAR upon the death of the owner, calculated as set forth in Article IV, and valued as of the date of death. Such payment shall not affect the REINSURER'S future liability on the policy, calculated as set forth in Article IV. D. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. E. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. F. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For If the purposes REINSURER declines to be party to the contest, compromise or litigation of this provisiona claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise or litigation. In addition, the following definitions REINSURER will apply:pay its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY that it declines to be a party to the contest, compromise or litigation of a claim.

Settlement of Claims. A. The claims claims, as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY CEDINC Company provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-extra contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "PUNITIVE DAMAGES" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute - STATUTORY PENALTIES" are those amounts awarded as a penalty, but fixed in amount by statute

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that REINSURED shall give the CEDING COMPANY is contractually required to pay _______ prompt notice of any claim submitted on or after the expiration a policy reinsured hereunder and prompt notice of the waiting period instigation of any legal proceedings in connection therewith. Copies of proofs or other documents bearing on such claim or proceeding shall be furnished to the _______ when requested. B. With respect to the administration, negotiation, payment, denial, or settlement of any claim or legal proceeding, the REINSURED shall act with good faith and in accord with its standard practices applicable to all claims, whether reinsured or not. _______ shall pay, at its Home Office, its share of net reinsurance liability upon annuitization under the terms receiving proper evidence of the Income Program where such events occur, REINSURED'S having settled with the claimant. Payment of net reinsurance liability on the policies reinsured hereunder, on account of death or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY dismemberment shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficientmade in one lump sum. C. Within thirty (30) days of Neither _______ nor its agents or employees shall at any time independently investigate, negotiate, or attempt to settle any claims made upon the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, REINSURED for the reinsured policy benefits. D. Settlements If the REINSURED should contest or compromise any claim or proceeding and the amount of net liability thereby be reduced, or if at any time the REINSURED should recover monies from any third party in connection with or arising out of any claim reinsured by the REINSURER _______, the _______'S reinsurance liability shall be reduced or the _______ shall share in a lump sum regardless the recovery, as the case may be, in the proportion that the net liability of the mode _______ bore to the total net liability existing as of payment made by the CEDING COMPANYoccurrence of the claim. As used in this section, "recovery" shall include, but not be limited to, settlements, judgments, awards and insurance payments of any kind. E. With respect to Extra-Contractual DamagesAny unusual expenses incurred by the REINSURED in defending or investigating a claim for policy liability or in taking up or rescinding a policy reinsured hereunder shall be participated in by the _______ in the same proportion as described in section D, in above. F. In no event will shall the REINSURER participate in punitive following categories of expenses or compensatory damages liabilities be considered, for purposes of this Agreement, as "unusual expenses" or statutory penalties which are awarded against the CEDING COMPANY as a result items of an act, omission "net reinsurance liability:" (1) routine investigative or course of conduct committed solely by the CEDING COMPANY administrative expenses; (2) expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits which the REINSURED admits are payable; (3) expenses, fees, settlements, or judgments arising out of or in connection with claims against the REINSURED for punitive or exemplary damages; (4) expenses, fees, settlements, or judgments arising out of or in connection with claims made against the REINSURED and based on alleged or actual bad faith, failure to exercise good faith, or tortious conduct. G. shall not be liable for any extra contractual, punitive, or exemplary damages, penalties, attorney's fees, or interest imposed automatically by statute, unless it breaches the prohibition set forth in section C, above. H. In the event that the amount of insurance provided by a policy or policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of the insured, the net reinsurance liability of the _______ shall increase or reduce in the proportion that the net reinsurance liability of the _______ bore to the sum of the net retained liability of the REINSURED and the net liability of other reinsurers immediately prior to the discovery of such misstatement of age or sex. Reinsurance policies in force with the _______ shall be reformed on the basis of the adjusted amounts, using premiums and reserves applicable to the correct age and sex. Any adjustment in reinsurance premiums shall be made without interest. I. The _______ shall refund to the REINSURED any reinsurance premiums, without interest, unearned as of the date of death of the life reinsured hereunder. J. If the REINSURED pays interest from a specified date, such as the date of death of the insured, on the contractual benefit of a policy reinsured under this Agreement, the _______ shall indemnify the REINSURED for the _______'S share of such interest. Interest paid by the _______ under this section shall be computed at the same rate and commencing as of the same date as that paid by the REINSURED. The parties recognize that circumstances may arise in which equity would require computation of interest paid by the REINSURER, to _______ under this section shall cease as of the extent permitted by law, to earlier of (1) the date of payment of the _______'S share proportionately in certain assessed situations in of reinsurance liability and (2) the date of termination of the period for which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In REINSURED has paid such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:interest.

Settlement of Claims. A. The claims that are Claims eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies Policies reinsured hereunder, on claim events that occur on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I.. B. In The CEDING COMPANY will notify the event REINSURER as soon as reasonably possible after the CEDING COMPANY receives notice of a claim. C. For claims occurring outside the contestable period of any Policy or any Policy with a reinsured amount less than $500,000, and if the CEDING COMPANY provides satisfactory proof of claim liability to liability, as determined by the REINSURER, claim settlements made by the CEDING COMPANY on Policies reinsured hereunder shall be unconditionally binding on the REINSURER. In every case of claim, copies of REINSURER reserves the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficientright to audit complete claim files (including underwriting files) at its sole discretion. C. Within thirty (30) days of D. For claims occurring during the end of each calendar monthcontestable period, the CEDING COMPANY shall notify provide the REINSURER with prompt notification of the claim and with a complete set of papers for review (including the underwriting file) on reinsured amounts of $500,000 or greater. Unless otherwise required by applicable law or contractual Income Program benefits paid in that monthobligation, based on the IBNAR definition set forth in Article IV, and CEDING COMPANY will wait for up to five (5) business days from the date of submission of papers to the REINSURER for the REINSURER's recommendation before conceding liability or making settlement to the claimant. Such consultation and review shall reimburse not impair the CEDING COMPANY, as provided in Article VI, for 's freedom to determine its own position and course of action on the reinsured benefitsclaim. D. E. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. Timing of such payments shall be on a claim by claim basis, as they are incurred and approved for payment by the REINSURER. E. With respect F. If CEDING COMPANY settles a claim for an amount less than the contractually required amount, then the REINSURER's liability will be proportionately reduced so that the Reinsured portion of the total amount at risk on such life will be in the same proportion that the Reinsured portion bore to Extrathe total amount of the CEDING COMPANY's insurance amount at risk on such life. Nothing in this provision shall ever cause the REINSURER's liability to increase. G. On first to die cover-Contractual Damagesages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against will only pay out their share of the death benefit coverage once, even if there is a simultaneous death. H. On claims arising from a suicide of the insured life during the suicide period on a reinsured policy where the death benefit is a return of premium, the REINSURER shall pay the CEDING COMPANY as a result its proportionate share of an act, omission or course of conduct committed solely the actual benefit amount refunded by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURERCOMPANY; otherwise, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of shall discharge its liability by refunding to the CEDING COMPANY which ultimately resulted the sum of reinsurance premiums less applicable allowances paid on that risk. I. If the amount of claim liability changes due to misstatement of age, rate classification or any error causing a change in liability, the assessment REINSURER's share of reinsurance liability shall change proportionately, subject to the extra-contractual damages. In such situationsReinsurance Specifications set forth in Schedule A. J. If the CEDING COMPANY is legally obligated to pay interest on a claim, the REINSURER and shall indemnify the CEDING COMPANY for the REINSURER's proportionate share of such interest. Interest paid by the REINSURER under this provision shall share such damages so assessed in equitable proportionsbe computed at the same rate and for the same period as that paid by the CEDING COMPANY. For the purposes of this provision, the following definitions will apply:Page American National Insurance Co Agreement No. 08-010-TL Effective: April 14,2008

Settlement of Claims. A. 1. The claims that are eligible Accepting Company shall be liable to the Ceding Company for reimbursement are only those that the CEDING COMPANY benefits covered by reinsurance hereunder to the same extent as the Ceding Company is contractually required liable to pay on or after the expiration of the waiting period insured for such benefits, and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, all reinsurance shall be subject to the liability limitations described in Article I. B. In terms and conditions of the event particular form of policy under which the CEDING COMPANY provides satisfactory proof Ceding Company shall be liable. It is understood and agreed, however, that payment of a death claim liability to the REINSURER, claim settlements made by the CEDING COMPANY Accepting Company shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid made in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of payment settlement under the policy of the Ceding Company. 2. Whenever a claim is made under a policy of the Ceding Company which has been reinsured hereunder, it shall be taken and considered by the CEDING COMPANYAccepting Company to be a claim for the amount of reinsurance on such risk, and the Accepting Company shall abide the issue as it shall be settled by the Ceding Company and shall pay the amount of reinsurance covered by the policy of reinsurance when the Ceding company shall settle with the claimant. E. With respect to Extra-Contractual Damages3. Any suit or claim may be contested or compromised by the Ceding company; and in case of a reduction of the claim made upon the Ceding Company, in no event will the REINSURER Accepting Company and the Ceding Company shall participate in punitive such reduction in the ratio that each company's net liability bore to the total net liability prior to the reduction of the claim. Any unusual expenses incurred by the Ceding Company in defending or compensatory damages investigating any claims or statutory penalties which are awarded against taking up or rescinding any policy reinsured hereunder, aside from routine investigations and other expenses incidental to the CEDING COMPANY settlement of the claims, shall be shared in the same proportion. 4. In every case of loss, copies of proofs obtained by the Ceding Company shall likewise be taken as sufficient by the Accepting Company and copies thereof, together with a result statement showing the amount paid on such claim by the Ceding Company, shall be furnished to the Accepting Company before payment shall be demanded of it. 5. In the event of an actincrease or reduction in the amount of the Ceding Company's insurance provided by any policy or policies reinsured hereunder because of a misstatement of age being established after the death of the insured, omission the Ceding Company and the Accepting Company shall share in such increase or course of conduct committed solely by reduction in the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize ratio that circumstances may arise in which equity would require the REINSURER, each company's net liability bore to the extent permitted by law, total net liability prior to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, reduction under such policy or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:policies.

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For If the purposes REINSURER declines to be party to the contest, compromise or litigation of this provisiona claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise or litigation. In addition, the following definitions REINSURER will apply:pay its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY that it declines to be a party to the contest, compromise or litigation of a claim. F. In no event will the REINSURER be liable for expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits. -------------------------------------------------------------------------------- GE Capital of New York, Agreement No.2001-51 Page 8 Effective July 1, 2001

Settlement of Claims. A. The claims claims, calculated as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY Company is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I.below. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claimloss, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient; however, the minimum of a death certificate is required. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. A positive net amount will indicate amount due the REINSURER. A negative net amount will indicate amounts due the CEDING COMPANY. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual extracontractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. 1. The claims that are eligible Accepting Company shall be liable to the Ceding Company for reimbursement are only those that the CEDING COMPANY benefits covered by reinsurance hereunder to the same extent as the Ceding Company is contractually required liable to pay on or after the expiration of the waiting period insured for such benefits, and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, on or after the EFFECTIVE DATE, all reinsurance shall be subject to the liability limitations described in Article I. B. In terms and conditions of the event particular form of policy under which the CEDING COMPANY provides satisfactory proof Ceding Company shall be liable. It is understood and agreed, however, that payment of a death claim liability to the REINSURER, claim settlements made by the CEDING COMPANY Accepting Company shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program benefits paid made in that month, based on the IBNAR definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a one lump sum regardless of the mode of payment settlement under the policy of the Ceding Company. 2. Whenever a claim is made under a policy of the ceding Company which has been reinsured hereunder, it shall be taken and considered by the CEDING COMPANYAccepting Company to be a claim for the amount of reinsurance on such risk, and the Accepting Company shall abide the issue as it shall be settled by the Ceding Company and shall pay the amount of reinsurance covered by the policy of reinsurance when the Ceding Company shall settle with the claimant. E. With respect to Extra-Contractual Damages3. Any suit or claim may be contented or compromised by the Ceding Company; and in case of a reduction of the claim made upon the Ceding Company, in no event will the REINSURER Accepting Company and the Ceding Company shall participate in punitive such reduction in the ratio that each company's net liability bore to the total net liability prior to the reduction of the claim. Any unusual expenses incurred by the Ceding Company in defending or compensatory damages investigating any claims or statutory penalties which are awarded against taking upon or rescinding any policy reinsured hereunder, aside from routine investigations and other expenses incidental to the CEDING COMPANY settlement of the claims, shall be shared in the same proportion. 4. In every case of loss, copies of proof obtained by the Ceding Company shall likewise be taken as sufficient by the Accepting Company and copies thereof, together with a result statement showing the amount paid on such claim by the Ceding Company, shall be furnished to the Accepting Company before payment shall be demanded of it. 5. In the event of an actincrease or reduction in the amount of the Ceding Company's insurance provided by any policy or policies reinsured hereunder because of a misstatement of age being established after the death of the insured, omission the Ceding Company and the Accepting Company shall share in such increase or course of conduct committed solely by reduction in the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize ratio that circumstances may arise in which equity would require the REINSURER, each company's net liability bore to the extent permitted by law, total net liability prior to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, reduction under such policy or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:policies.

Settlement of Claims. A. The claims that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, subject to the liability limitations described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in In Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in no event will the REINSURER participate in punitive or compensatory damages or statutory penalties which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed in equitable proportions. For the purposes of this provision, the following definitions will apply:

Settlement of Claims. A. The claims claims, as set forth in Article IV, that are eligible for reimbursement are only those that the CEDING COMPANY is contractually required to pay on or after the expiration of the waiting period and upon annuitization under the terms of the Income Program where such events occur, on the policies reinsured hereunder, deaths that occur on or after the EFFECTIVE DATE, Effective Date of this Agreement and subject to the liability benefit limitations as described in Article I. B. In the event the CEDING COMPANY provides satisfactory proof of claim liability to the REINSURER, claim settlements made by the CEDING COMPANY shall be unconditionally binding on the REINSURER. In every case of claim, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. C. Within thirty (30) days of the end of each calendar month, the CEDING COMPANY shall notify the REINSURER of the reinsured contractual Income Program death benefits paid in that month, based on the IBNAR net amount at risk definition set forth in Article IV, and the REINSURER shall reimburse the CEDING COMPANY, as provided in Article VI, for the reinsured benefits. D. Settlements by the REINSURER shall be in a lump sum regardless of the mode of payment made by the CEDING COMPANY. E. With respect to Extra-Contractual Damages, in In no event will the REINSURER participate in punitive or compensatory damages or statutory penalties damages, which are awarded against the CEDING COMPANY as a result of an act, omission or course of conduct committed solely by the CEDING COMPANY in connection with the insurance reinsured under this Agreement. The REINSURER shall, however, pay its share of statutory penalties awarded against the CEDING COMPANY in connection with insurance reinsured under this Agreement if the REINSURER elected to join in the contest of the coverage in question. The parties recognize that circumstances may arise in which equity would require the REINSURER, to the extent permitted by law, to share proportionately in certain assessed situations in which the REINSURER was an active party and directed, consented to, or ratified the act, omission or course of conduct of the CEDING COMPANY which ultimately resulted in the assessment of the extra-contractual damages, other than statutory damages. In such situations, the REINSURER and the CEDING COMPANY shall share such damages so assessed assessed, in equitable proportions. For the purposes of this provision, the following definitions will apply:: - "PUNITIVE DAMAGES" are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute