Common use of Trust Agreement Clause in Contracts

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured’s liabilities for Incomeflex riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's ’s share of premiums returned to the owners of contracts associated with the Policies Incomeflex Contracts reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's ’s share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesIncomeflex Contracts reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured’s liabilities hereunder, which for the Incomeflex Contracts ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to Xxxxx’x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The Xxxxx’x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer’s establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent The Ceding Company and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to will enter into the “Trust Agreement” attached to this Agreement and fund the Trust Accountas Exhibit I, as provided herein, within five (5) working days after this Agreement shall have been signed security for the performance by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than its obligations under this Agreement. Any assets held in the Trustee, in accordance with trust account will be herein referred to as “Trust Assets”. The Ceding Company shall have the terms of right to withdraw the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and . The Trust Assets shall be utilized and applied by the Cedent Ceding Company or any successor of the Company its successors in interest by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the CedentCeding Company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. (i) in the event that the amounts due to the Ceding Company from the Reinsurer are overdue, as described in Article VI, Paragraph 7, to reimburse the Cedent Ceding Company for the Reinsurer's ’s share of premiums returned to the owners of the Policies policies reinsured under this Agreement on account of cancellations of such Policiespolicies; 8 1 16/2009 (ii. ) in the event that the amounts due to the Ceding Company from the Reinsurer are overdue, as described in Article VI Paragraph 7, to reimburse the Cedent Ceding Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Ceding Company pursuant to the terms and provisions of the Policiespolicies reinsured under this Agreement; (iii. ) where the Ceding Company received notification of termination of the trust account and where the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to fund an such termination date, to withdraw the assets held in the trust account with and deposit such assets in a separate account, in the Cedent name of the Ceding Company in an amount at least equal to the ceded reinsurance deduction any United States bank or trust company, apart from the Cedents Policy liabilities hereunderits general assets, which amount shall include, but not be limited to, reserves in trust for benefit claims incurred such uses and purposes specified in (including benefit claims incurred but not reported)i) and (ii) above and in (iv) below; or (iv. ) to pay any other amounts that which are due the Cedent claims to Ceding Company under this Agreement. The Reinsurer shall be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw given a credit towards its obligations under this Agreement for any amounts withdrawn from the Trust Account all or any part of Assets by the assets contained therein and transfer such assets to Ceding Company. In the Reinsurer; provided i. event that the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain Ceding Company draws on the Trust Account at the required Agreement in an amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs items (i), (ii) and and/or (iv) of paragraph 5 orabove, or in the case of subparagraph a draw pursuant to (iii) of paragraph 5above, any amounts that are subsequently determined not to be due, shall be returned to the Reinsurer. The Cedent will pay interest In addition, in the event that the Ceding Company draws on amounts withdrawn in excess of the actual amount required under subparagraph trust account pursuant to item (iii) of paragraph 5 above, the Ceding Company shall pay the Reinsurer interest on the amounts held pursuant to item (iii) above at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently prime rate of interest or the base rate on corporate loans posted permitted by at least 75% an arbitration panel operating under Article X of the nation's 30 largest banks)this Agreement, which rate shall be adjusted on the last day of each month; andwhichever is greater. 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.9 1 16/2009

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent The Ceding Company and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to will enter into the “Trust Agreement” attached to this Agreement and fund the Trust Accountas Exhibit I, as provided herein, within five (5) working days after this Agreement shall have been signed security for the performance by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than its obligations under this Agreement. Any assets held in the Trustee, in accordance with trust account will be herein referred to as “Trust Assets”. The Ceding Company shall have the terms of right to withdraw the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and . The Trust Assets shall be utilized and applied by the Cedent Ceding Company or any successor of the Company its successors in interest by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the CedentCeding Company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. (i) in the event that the amounts due to the Ceding Company from the Reinsurer are overdue, as described in Article VI, Paragraph 7, to reimburse the Cedent Ceding Company for the Reinsurer's ’s share of premiums returned to the owners of the Policies policies reinsured under this Agreement on account of cancellations of such Policiespolicies; (ii. ) in the event that the amounts due to the Ceding Company from the Reinsurer are overdue, as described in Article VI Paragraph 7, to reimburse the Cedent Ceding Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Ceding Company pursuant to the terms and provisions of the Policiespolicies reinsured under this Agreement; (iii. ) where the Ceding Company received notification of termination of the trust account and where the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to fund an such termination date, to withdraw the assets held in the trust account with and deposit such assets in a separate account, in the Cedent name of the Ceding Company in an amount at least equal to the ceded reinsurance deduction any United States bank or trust company, apart from the Cedents Policy liabilities hereunderits general assets, which amount shall include, but not be limited to, reserves in trust for benefit claims incurred such uses and purposes specified in (including benefit claims incurred but not reported)i) and (ii) above and in (iv) below; or (iv. ) to pay any other amounts that which are due the Cedent claims to Ceding Company under this Agreement. The Reinsurer shall be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw given a credit towards its obligations under this Agreement for any amounts withdrawn from the Trust Account all or any part of Assets by the assets contained therein and transfer such assets to Ceding Company. In the Reinsurer; provided i. event that the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain Ceding Company draws on the Trust Account at the required Agreement in an amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs items (i), (ii) and and/or (iv) of paragraph 5 orabove, or in the case of subparagraph a draw pursuant to (iii) of paragraph 5above, any amounts that are subsequently determined not to be due, shall be returned to the Reinsurer. The Cedent will pay interest In addition, in the event that the Ceding Company draws on amounts withdrawn in excess of the actual amount required under subparagraph trust account pursuant to item (iii) of paragraph 5 above, the Ceding Company shall pay the Reinsurer interest on the amounts held pursuant to item (iii) above at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently prime rate of interest or the base rate on corporate loans posted permitted by at least 75% an arbitration panel operating under Article X of the nation's 30 largest banks)this Agreement, which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either partywhichever is greater.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC trust in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except The Issuer will act in its capacity as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Local Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into under the Trust Agreement and fund pursuant to the Trust AccountLaw. The Trust Agreement will be entered into between the Concessionaire, as provided hereinsettlor, within five (5) working days after this and the Issuer. The Indenture Trustee will be the primary beneficiary and the Concessionaire will be the secondary beneficiary under the Trust Agreement. There will not be any other beneficiaries. The Corredor Sur Trust is being created pursuant to the Trust Agreement shall have been signed by both partiesspecifically for the offering of the notes, this which means that, for purposes of Panamanian law, it is not required to adopt principles of good corporate governance. The Trust Agreement will set forth the activities of the Issuer, provide for the creation and maintenance of the Transaction Accounts and set forth specific rights of the beneficiaries. The Issuer will not be permitted to engage in any other business activities. See “Description of the Notes — Certain Covenants of the Issuer — Activities of the Issuer.” Concurrently with the execution of the Trust Agreement, unless the parties otherwise provide, shall be null and void. 3Issuer will establish the Transaction Accounts. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into Under the Trust Account and maintained at all times until Agreement, the Concessionaire, in its dissolution. Assets deposited capacity as Instructor, will be entitled to instruct the Local Trustee regarding a number of operational matters, including investments of funds in the Trust Account shall be valued according Transaction Accounts, subject to their current fair market valuerestrictions provided therein, as determined dealings with counterparties under the statutory accounting rules various Transaction Documents, making foreign exchange decisions and granting powers of the domiciliary state attorney. If an Event of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the TrusteeDefault occurs, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Indenture Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trusteemay, upon the direction of the CedentControlling Party, maydesignate a successor Instructor, wheneverupon delivery of a notice by the Indenture Trustee to the Local Trustee and the Concessionaire. If an Event of Default under the Indenture has occurred and is continuing, necessarythe Issuer will continue to make distributions to the Operating Account, negotiate the Senior Debt Account, the Debt Service Reserve Account, the Litigation Reserve Account and the Excess Cash Flow Account except to the extent otherwise instructed by the Indenture Trustee. The Trust Agreement may not be terminated prior to payment in full of the notes and all other amounts owing thereunder without the written consent of the Indenture Trustee and the Concessionaire. In addition, if the Indenture is not signed within 20 days of the date of execution of the Trust Agreement, the Concessionaire may terminate the Trust Agreement at any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, time. The Trust Agreement will be governed and interpreted in accordance with the terms laws of Panama, and the parties thereto will irrevocably submit to the jurisdiction of the Trust Agreement. 5. Assets competent courts (a) of Panama and (b) of the State of New York and of the United States located in the Trust Account, established hereunder, may be withdrawn by the Cedent at Southern District of New York in respect of any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent action or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approvallegal proceeding thereunder. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Statutory reserves are defined using the regulations required by the Cedent or successor's domicilary state. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, ,but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Upon the execution of this ArticleAgreement by the parties, the Cedent and the Reinsurer shall enter in to establish a Trust Agreement that complies with regulations of trust account (the domicilliary state of the Cedent, establishing a Trust Account "Trust") for the benefit of the Cedent Reinsured at a financial institution and under a trust agreement acceptable to cover the recoverables and/or Statutory Reserves attributable Reinsured. The Reinsured shall promptly reimburse the Reinsurer for the reasonable and customary fees and expenses of the administration of the Trust. The payments of Premium (net of any ceding commissions due) by the Reinsured hereunder shall be made in two parts: (i) an amount equal to 14.67% of any Premium shall be remitted directly to the Reinsurer; and (ii) any remaining Premium due, net of any ceding commission, shall be deposited directly into the Trust. Deposits of Premium into the Trust shall be invested at the discretion of the Reinsurer, provided, however, that at each quarter-end (i) at least ninety-five percent (95%) of the The Reinsured has the right and the obligation to withdraw assets from the Trust at any time and from time to time, as the Reinsured shall elect, in satisfaction of the Reinsurer's obligations hereunder, provided that such obligations have not been previously reimbursed to the Reinsured Policiesby the Reinsurer. The Trustee shall be a bankIn the event that, acceptable to each partyat any time, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate assets of the Cedent or Reinsurer. 2. This Trust Agreement is intended are insufficient to secure Annual Statement credit for reinsurance ceded by satisfy fully the Cedent to obligations of the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trusteehereunder, the Reinsurer shall execute assignmentssatisfy such shortfall directly as provided hereinabove. The Reinsurer may withdraw, endorsements in blank and retain for its own account, all investment income earned on the Trust's assets at any time and from time to time as the Reinsurer shall elect. The trustee shall allow no other withdrawals or transfer legal title substitutions of assets from or to the Trustee of Trust except as permitted hereunder. The trustee shall immediately honor all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, withdrawal requests made in accordance with herewith and take all steps necessary to transfer the terms of applicable assets held under the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; iiappropriate party. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw Any disputes arising from the Trust Account all or any part may not be the subject of an arbitration proceeding between the assets contained therein parties unless both the Reinsured and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of agree in writing to such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approvalan arbitration proceeding. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for HD GRO benefit riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies HD GRO benefit riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesHD GRO benefit riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the HD GRO benefit riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; iixx. to xx reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iiixxx. to xx fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) ivxx. to xx pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1(a) As of September 30, 2021, SPAC had $275,011,745.36 invested in a trust account (the “Trust Account”), maintained by X.X. Xxxxxx Xxxxx Bank, N.A., pursuant to the Investment Management Trust Agreement, dated January 14, 2021 (the “Trust Agreement”), by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), which agreement is on file with the SPAC SEC Documents. Except as may be provided in Section C of this ArticlePrior to the Closing, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations none of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited funds held in the Trust Account shall may be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, released except in accordance with the terms Trust Agreement, SPAC’s Organizational Documents and SPAC’s final prospectus dated January 14, 2021. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement. 5, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. Assets in As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. As of the Closing, established hereunderthe obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, may be withdrawn and, as of the Closing, SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the Cedent at any timeconsummation of the Transactions. To SPAC’s Knowledge, notwithstanding any other provisions as of this Agreementthe date hereof, and following the Closing, no shareholder of SPAC shall be utilized and applied by the Cedent or entitled to receive any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all except to the extent such shareholder shall have elected to have its SPAC Class A Common Shares redeemed pursuant to the SPAC Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and, to the knowledge of SPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters, contracts, arrangements or understandings, whether written or oral, with the Trustee or any part other Person that would (i) cause the description of the assets contained therein and transfer such assets Trust Agreement in the SPAC SEC Documents to be inaccurate, or (ii) entitle any Person (other than the holders of SPAC Shares who shall have elected to redeem their SPAC Class A Common Shares pursuant to the Reinsurer; providedSPAC Shareholder Redemption). i. (b) As of the Reinsurer shalldate hereof, at assuming the time accuracy of such withdrawalthe representations and warranties of the UEC Parties contained herein and the compliance by the UEC Parties with their obligations hereunder, replace SPAC has no reason to believe that any of the withdrawn assets with other qualified assets having a market value equal conditions to the market value use of the assets withdrawn so as to maintain funds in the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of will not be satisfied or funds available in the Trust Account is will not less than 102% of the required amount. The Cedent shall be the sole judge as available to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn SPAC on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either partyClosing Date.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the A. The Reinsurer shall enter in to create and establish a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the sole benefit of the Cedent to cover Company under which the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized mutually agreed financial institution sited in the United States; that is regulated, supervised State of Illinois and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate member of the Cedent or ReinsurerFederal Reserve Banking System of the United States of America. All costs associated with the Trust Agreement shall be borne by the Company. 2. This B. The Trust Agreement is intended to secure Annual Statement credit shall hold assets as security for reinsurance ceded the performance by the Cedent Reinsurer of its obligations under this Contract and shall be funded with net premiums paid less the Reinsurer'smargin as calculated in paragraph (B) of Article X, Reinsurer's Premium and Ceding Commission, cash and/or assets transferred to the Reinsurer under this Contract and 100% of all investment income derived by investing in accordance with regulations financial assets of the domiciliary state of the Cedent and, in the event that the parties fail to enter into type(s) permitted under the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account by the Reinsurer, and all investments and reinvestments thereof, shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, value and shall consist only of cash (United States legal tender) ), U.S. Treasury Bonds, U.S. Treasury Bills, obligations of U.S. government agencies which have been approved by the Company, and such domiciliary state statutorily permitted investments that are not bonds, bills, notes, commercial paper, or preferred shares issued by a solvent corporation organized under the laws of any state in the United States as may have a quality rating of "A" or better, A1/P1, by Standard & Poor's and/or Xxxxx'x; provided however, that such investments are issued by an institution that is not the parent, subsidiary subsidiary, or affiliate of either partythe Company or the Reinsurer. 4. Prior C. The Reinsurer shall, prior to depositing assets with the TrusteeTrustee and as required thereafter, the Reinsurer shall execute assignments, endorsements endorsements, or appropriate stock or bond powers with respect to all assets in blank or transfer legal title to the Trustee of all sharesTrust, obligations or any other assets requiring assignment in order so that the Cedent Company or the Trustee, upon direction of by the CedentCompany, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity. D. Upon paragraph (B) of Article II, other than Term, being invoked and payment by the Trustee, in accordance with Reinsurer of all amounts owed to the terms Company and/or transfer to the Company of Trusteed assets less 5% of the Trust Agreement. 5. accumulated investment income (as provided for in Article XII, Return of Plan Assets and Liabilities), the remainder in the Trust Account, established hereunder, may be withdrawn by being the Cedent at any time, notwithstanding any other provisions 5% of this Agreement, and the accumulated investment income shall be utilized released to the Reinsurer. Following such payment, the Company shall immediately surrender and applied by return to the Cedent or Reinsurer any successor and all Letter(s) of Credit as may have been provided to the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for SLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies SLT5 riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; iixx. to Xx reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesSLT5 riders reinsured under this Agreement; iiixxx. to Xx fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the SLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; ivxx. to Xx pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for SLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies SLT5 riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesSLT5 riders reinsured under this Agreement; iiixxx. to Xx fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the SLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Statutory reserves are defined using the regulations required by the Cedent or successor's domicilary state. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1PAIC and PSIC shall each establish and maintain their quota share of all unearned premium and loss reserves required on the policies subject to this Agreement. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal If either PAIC or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall PSIC would not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended entitled to secure Annual Statement full reserve credit for reinsurance ceded by the Cedent herewith in a jurisdiction in which either party is subject to financial reporting, both parties agree to establish a trust account in an amount equal to the Reinsurer in accordance with regulations Ceding Company's share of the domiciliary state reserves for which credit is sought for all outstanding amounts ceded to the unauthorized reinsurer (the "Unauthorized Reinsurer") at a given date. The trust account shall be established with a bank which is a member of the Cedent and, in Federal Reserve System (herein called "Trustee") for the event that purpose of establishing a trust account for the parties fail to enter into the Trust Agreement exclusive benefit and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% use of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolutionCeding Company. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and Such account shall consist only solely of cash (United States legal tender), and investments of the type specified in subsections (1), (2), (3) and (13) of subsection (a) of Section 1404 of the New York Insurance Law, provided that such domiciliary state statutorily permitted investments that are not issued by a parentqualified reserve investments under the insurance laws of the Commonwealth of Pennsylvania. The trust agreement shall comply with the requirements of Title 11, subsidiary or affiliate Part 126, of either party. 4the New York Code of Rules and Regulations (Insurance Regulation No. 114). Prior to depositing assets with the Trustee, the Unauthorized Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order assignments, so that the Cedent Ceding Company, or the Trustee, Trustee upon the direction of the CedentCeding Company, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Unauthorized Reinsurer or any other entity. The assets deposited in such trust account shall be valued, for the purpose of an determining the extent thereof, according to their current fair market value on the date as of which such valuation is to be made. The Unauthorized Reinsurer may from time to time, while there is no deficiency in the trust account, request the Ceding Company to withdraw from the trust account all or any part of the assets contained therein, and the Ceding Company shall deliver same to the Unauthorized Reinsurer or to its order, if it first replaces the withdrawn assets with other person or entity, other qualified assets of equal value approved by the Ceding Company so that at all times the market value of the trust account is not less than the Trustee, in accordance with the terms of the Trust Agreement. 5amount required to be on deposit. Assets The Ceding Company shall not unreasonably or arbitrarily withhold its approval. So long as there is no deficiency in the Trust Accounttrust account, established hereunderthe Unauthorized Reinsurer shall have the full and unqualified right to vote and execute consents with respect to any shares of voting stock deposited and shall be entitled to receive from time to time from the Trustee payments of any dividends, interest or other income upon any shares of stock or obligations included in the trust account. The Ceding Company or its successor in interest by operation of law or otherwise, including, without limitation, any liquidator, rehabilitator, receiver, or conservator, may be withdrawn by withdraw assets from the Cedent trust account at any time and from time to time, notwithstanding any other provisions of in this Agreement, and such funds shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Unauthorized Reinsurer, only for one or more of the following purposes:purposes only: 6 i. (i) to reimburse the Cedent Ceding Company for the Unauthorized Reinsurer's share of the premiums returned to the owners of the Policies reinsured policies under this Agreement on account of cancellations of such Policiespolicies; (ii. ) to reimburse the Cedent Ceding Company for the Unauthorized Reinsurer's share of benefits claims Losses paid by the Cedent Ceding Company under the terms and provisions of the Policiesreinsured policies under this Agreement; (iii. ) to fund an account with the Cedent Ceding Company in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Ceding Company's liabilities hereunderfor policies ceded under the Agreement, which such amount shall to include, if applicable, (but not be limited to, ) amounts for loss reserves for benefit claims incurred (including benefit claims incurred but not reportedIBNR), loss adjustment expense reserves, and unearned premiums; (iv. ) to pay any other amounts for the Ceding Company claims that the Cedent claims are due under this Agreement; (v) to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets return to the Reinsurer; provided i. the Unauthorized Reinsurer shall, at the time of such withdrawal, replace the withdrawn any assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of 102 percent of the actual amounts amount required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each monthdeposit; and; 8. All (vi) to permit the substitution of the foregoing provisions are to be applied without diminution because of insolvency on the part of either partyassets as authorized hereinabove.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for HDLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies HDLT5 riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesHDLT5 riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the HDLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies LT5WB riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; iixx. to Xx reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesLT5WB riders reinsured under this Agreement; iiixxx. to Xx fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; ivxx. to Xx pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in If the Reinsurer elects to provide the Ceding Company a Credit Trust Account pursuant to Section C of this Article4.3, the Cedent Ceding Company and the Reinsurer agree as follows: (a) The Reinsurer shall enter deposit in the Credit Trust Account, Authorized Investments (as defined below) with a then current fair market value equal to a Trust Agreement that complies with regulations the AFLIAC General Account Reserves in excess of the domicilliary state amount of credit provided by the CedentFunds Withheld Account and the Letter of Credit, establishing a if any, and the trustee shall hold assets in the Credit Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Ceding Company pursuant to the Reinsured Policiesterms of the Trust Agreement. The Trustee Credit Trust Account shall be a bank, acceptable to each party, that is organized established and maintained in the United States; that is regulated, supervised compliance with all requirements of M.G.L. c. 175 or any successor provision and examined by federal or state banking regulatory authorities; and that meets any all other applicable regulatory laws governing the Ceding Company's right to take financial condition standards. The bank shall not be a parentstatement credit for the reinsurance under this agreement, subsidiary or affiliate including, without limitation, 211 CMR 130.09 and 130.10 of the Cedent or ReinsurerCode of Massachusetts Regulations for the Commonwealth of Massachusetts. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5b) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets The assets deposited in the Credit Trust Account shall be valued according to their current fair market value, value as determined under the statutory accounting rules of the domiciliary state date as of the Cedent, which such assets are required to be valued under Section 4.5(d) and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not ), certificates of deposit (issued by a parent, subsidiary or affiliate United States bank and payable in United States legal tender) and investments of either partythe types both permitted by M.G.L. c. 175 ("AUTHORIZED INVESTMENTS"). 4. (c) Prior to depositing assets with in the TrusteeTrust Account, the Reinsurer shall execute assignments, assignments or endorsements in blank blank, or transfer legal title to the Trustee trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent Ceding Company, or the Trustee, trustee upon the direction of the CedentCeding Company, may, whenever, necessary, may whenever necessary negotiate any such these assets without consent or signature from the assuming insurer or any other entity. (d) The Reinsurer shall maintain Authorized Investments in the Credit Trust Account with an aggregate fair market value in the amount required in order for the Ceding Company to receive full financial statement credit for the reinsurance of an other person or entity, other than the Trustee, AFLIAC General Account Reserves hereunder less the aggregate financial statement credit provided by the Funds Withheld Account and Letter of Credit (the "REQUIRED TRUST AMOUNT"). The amount of security provided by the Reinsurer shall be adjusted following the end of each Period in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn related Periodic Report provided by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners Reinsurer in accordance with Section 6.1(a). (i) If the aggregate fair market value of the Policies on account Authorized Investments held in the Credit Trust Account at the end of cancellations of such Policies; ii. to reimburse any Period is less than the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iii. to fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the CedentRequired Trust Amount, the Reinsurer may shall, no later than 10 days following the delivery of the related Periodic Report, transfer additional Authorized Investments to the Credit Trust Account so that the aggregate fair market value of Authorized Investments held in the Credit Trust Account is not less than the Required Trust Amount. (ii) If the aggregate fair market value of the Authorized Investments in the Credit Trust Account exceeds 102% of the Required Trust Amount, calculated based on the most recent Periodic Report, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld) from the Ceding Company to withdraw from the Credit Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approvalexcess. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent or the Trustee, upon direction of the Cedent, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the Cedent, without diminution because of insolvency on the part of the Ceding Company Cedent or the Reinsurer, only for the following purposes: i. to reimburse the Cedent for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; iixx. to xx reimburse the Cedent for the Reinsurer's share of benefits claims paid by the Cedent under the terms and provisions of the Policies; iiixxx. to xx fund an account with the Cedent in an amount at least equal to the ceded reinsurance deduction from the Cedents Cedent's Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) ivxx. to xx pay any other amounts that the Cedent claims to be due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amountamount under applicable law or regulation. The Cedent shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on withdrawn from the LOC Trust in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for HD7 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies HD7 riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesHD7 riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the HD7 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for GRO benefit riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies GRO benefit riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesGRO benefit riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the GRO benefit riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C (a) Pursuant to the provisions of this Articlethe Coinsurance Agreement, the Cedent Company and Reinsurer entered into a trust agreement dated as of April 15, 2004 between Reinsurer, Company and The Bank of New York (the Reinsurer shall enter in to a “2004 Trust Agreement”). The 2004 Trust Agreement that complies established a trust account with regulations The Bank of New York for the sole use and benefit of the domicilliary state Beneficiary, to hold certain assets as security for the payment and performance by Reinsurer of its obligations under the CedentCoinsurance Agreement. In order to assure that the Company receives full statutory financial statement credit for reinsurance provided by Reinsurer in the State of New York, establishing the parties now agree to enter into a new trust agreement, effective as of December 1, 2009, in the form attached as the new Schedule G to the Coinsurance Agreement, which shall replace the prior 2004 Trust Account Agreement (the “Trust Agreement”) and to establish a trust account (the “Trust Account”) for the benefit of the Cedent to cover Company with a bank (the recoverables and/or Statutory Reserves attributable “Trustee”) acceptable to the Reinsured Policies. The Trustee shall be a bank, acceptable Company and to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate Superintendent of Insurance of the Cedent or ReinsurerState of New York. 2. This Trust Agreement is intended (b) In order for the Company to secure Annual Statement receive full statutory financial statement credit for reinsurance ceded by in the Cedent to state of New York the Reinsurer agrees to deposit in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed assets to be held in trust by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% Trustee for the benefit of the Statutory Reserves attributable Company and maintain such assets in accordance with the provision of this Amendment. The initial deposit to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in shall be made after execution of the Trust Account Agreement, but in no event later than December 31, 2009, and shall consist of the assets set forth in Exhibit A to the Trust Agreement in an amount not less than the Required Reserves, as defined herein. (c) The assets so deposited shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, value and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not ), certificates of deposit (issued by a United States bank and payable in United States legal tender) and securities of the types specified in paragraphs (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance Law; provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either partythe Company or the Reinsurer (“Eligible Securities”). 4. Prior (d) The Reinsurer, prior to depositing assets with the Trustee, the Reinsurer shall execute all assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent Company, or the Trustee, Trustee upon direction of the CedentCompany, may, whenever, necessary, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. (e) All settlements of an other person or entity, other than the Trustee, in accordance with the terms of account under the Trust AgreementAgreement between the Company and the Reinsurer shall be made in cash or its equivalent. 5. Assets (f) The Reinsurer and the Company agree that the assets in the Trust Account, established hereunderpursuant to the provisions of the Coinsurance Agreement, may be withdrawn by the Cedent Company at any time, notwithstanding any other provisions of this in the Coinsurance Agreement, and shall be utilized and applied by the Cedent Company or any successor of the Company by operation of lawlaw of the Company, including including, without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the Cedentsuch company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to 1. To reimburse the Cedent Company for the Reinsurer's ’s share of premiums returned to the owners of policies reinsured under the Policies Coinsurance Agreement on account of cancellations of such Policiespolicies; ii2. to To reimburse the Cedent Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Company pursuant to the terms and provisions of the Policiespolicies reinsured under the Coinsurance Agreement; iii3. to To fund an account with the Cedent Company in an amount at least equal to the ceded deduction, for reinsurance deduction ceded, from the Cedents Policy Company’s liabilities hereunder, which amount for policies ceded under the Coinsurance Agreement. Such account shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; and iv4. to To pay any other amounts that the Cedent Company claims are due under the Coinsurance Agreement. (g) The Reinsurer shall have the right to be due hereunder 6. With seek the Company’s approval of the Cedent, the Reinsurer may to withdraw from the Trust Account all or any part of the assets contained therein from the Trust Account and transfer such assets to the Reinsurer; provided, provided that: i. the 1. The Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets of a type permitted hereunder having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all timeswithdrawn; orand ii2. after After such withdrawals withdrawal and transferstransfer, the market value of the Trust Account is not will be no less than 102% of the required amountRequired Reserves, as defined herein. The Cedent shall be In the sole judge as to event that the application of this provisionReinsurer seeks the Company’s approval hereunder, but the Company shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on (h) In the LOC event that the Company withdraws assets from the Trust Account for the purposes set forth in Section F. 1 .-3., above, in excess of the actual amounts required for subparagraphs (i)to meet the Reinsurer’s obligations to the Company, (ii) and (iv) of paragraph 5 or, or in the case of subparagraph (iii) of paragraph 5, Section F.4. any amounts that are subsequently determined not to be due, the Company will return such excess to the Reinsurer; plus interest at the average prime rate of interest applicable to the period during which such amounts were held by the Company, on the amounts held pursuant to Section F.3. (i) The parties shall cause the Trustee to furnish to the Reinsurer and the Company a statement of all Assets in the Trust Account at the end of each calendar month no later than seven (7) business days after month end, which shall include the market value of such Assets as of the end of the calendar month. (j) The Company and the Reinsurer agree the Company will provide the Reinsurer with Company’s calculations of the amounts as outlined in Schedule B (the “Required Reserves”). 1. For each calendar quarter that is not the last calendar quarter of the year, the Company shall provide a report of the non- Additional Actuarial Reserves on a quarterly basis consistent with regulations (including but not limited to Regulation 126), interpretations of such regulations and other direction from the State of New York, Such report shall be provided to the Reinsurer no later than fifteen (15) calendar days after the quarter end. Within fifteen (15) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 2. For the last calendar quarter of the year, the Company shall provide its’ calculation of the Additional Actuarial Reserves, along with the report of non-Additional Actuarial reserves. The Cedent will pay interest Additional Actuarial Reserves are to be calculated once on amounts withdrawn in excess an annual basis as of year-end, subject to Paragraph (n) of this Amendment, consistent with the requirements of the actual amount State of New York using Actuarial Standards of Practice published by the U.S. Actuarial Standards Board, and consistent with regulations (including but not limited to Regulation 126), interpretation of such regulations, and other direction from the State of New York. Reinsurer shall provide all information to Company required under subparagraph (iii) to facilitate Company’s calculation of paragraph 5 at a rate equal Additional Actuarial Reserves set forth on Schedule D hereto, no later that January 15th of the next calendar year. The company shall provide such report of the Additional Actuarial Reserves and of non-Additional Actuarial reserves to the "Prime Rate" published Reinsurer no later than February 8th of the next calendar year. Within ten (10) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 3. Within seven (7) calendar days of receipt of the report of Required Reserves, the Reinsurer shall provide the company with a trust valuation file (the “Trust Valuation File”) containing all of the information set forth in Schedule C hereto. Company shall review the Trust Valuation File and advise the Reinsurer of any disagreement within three (3) calendar days of receipt. The Wall Street Journal Company and Reinsurer shall use best efforts to resolve any disagreements with the report of Required Reserves, In the event Company and Reinsurer are unable to resolve such disagreements by the date upon which the Trust Account is to be adjusted in each calendar quarter, the Required Reserves as calculated by the Company shall be applied and the amount of the Trust Account shall be adjusted accordingly. (currently k) If the base rate on corporate loans posted by at least 75balance in the Trust Account falls below 100% of the nation's 30 largest banksRequired Reserves as of the end of the quarter, the Reinsurer shall secure delivery to the Trustee of additional cash or Eligible Securities having a current fair market value equal to such difference. Reinsurer shall secure delivery no later than fifteen (15) calendar days from receipt of the report of Required Reserves for Required Reserves related to each calendar quarter that is not the last calendar quarter of the year. Reinsurer shall secure delivery no later than ten (10) calendar days from receipt of the report of Required Reserves for Required Reserves related to the last calendar quarter of the year. (l) If the balance in the Trust Account exceeds 102% of the Required Reserves as of the end of the quarter, upon written request by the Reinsurer the Company shall, within fifteen (15) days of receipt of such request, deliver a notice of withdrawal to the Trustee directing the Trustee to withdraw from the Trust Account and deliver to the Reinsurer assets from the Trust Account having a current fair market value equal to such excess amount. (m) For the purposes of paragraphs (j), which rate (k), and (l), above, if an action is to be taken on a calendar day that falls on a Saturday, the action will be due upon the preceding Friday; if an action is to be taken on a calendar day that falls on a Sunday, the action will be due upon the following Monday. (n) The following shall apply to any actuarial calculation for the Additional Actuarial Reserves required under New York regulation, this Amendment and the Coinsurance Agreement: 1. The provision for adverse deviation (PAD) shall be adjusted consistent with levels used in the 2008 Actuarial Memorandum for the Reinsurer (New York version), unless changes are required by new experience studies, external forces (economic or industry trends) or by the State of New York. Any changes shall be clearly communicated to the Reinsurer with supporting documentation regarding the change; 2. The appointed actuary for the Company shall define all base case assumptions and shall share all base case assumptions with the appointed actuary for the Reinsurer, and shall specifically discuss any differences of opinion that remain on the last day of each monthbase case assumptions, provided that, in the event that Company and Reinsurer are unable to reconcile base case assumptions, then the base case assumptions defined by the appointed, actuary for the Company will be applied in any actuarial calculations; and 83. All The specific criteria used to determine the Additional Actuarial Reserves for asset adequacy shall be consistent with the minimum requirements of the foregoing State of New York, as may be amended from time to time. (o) The Reinsurer may, at its sole discretion, substitute as security a letter of credit issued for the benefit of the Company that meets the requirements of 11 NYCRR 79 (Regulation 133) (the “Letter of Credit”). The Reinsurer shall be the applicant for and provide a Letter of Credit to Company, issued by a qualified bank as defined in Regulation 133, specifying the recoverables and/or reserves are covered, and otherwise meeting all of the qualifications and required conditions contained in Regulation 133. Reinsurer and Company agree that a Letter of Credit provided by the Reinsurer pursuant to the provisions are to of the Coinsurance Agreement may be applied drawn upon at any time, notwithstanding any other provisions in the Coinsurance Agreement, and may be utilized by Company or any successor by operation of law of the Company, including without limitation, any liquidator, rehabilitator, receive or conservator of Company, without diminution because of insolvency on the part of either partythe Company or Reinsurer, only for the following purposes: (i) to reimburse Company for Reinsurer’s share of premiums returned to the owners of policies reinsured under the Coinsurance Agreement on account of cancellation of such policies; (ii) to reimburse Company for Reinsurer’s share of surrenders and benefits or losses paid by Company under the terms and provisions of the policies reinsured under the Coinsurance Agreement; (iii) to fund an account with the Company in an amount at least equal to the deduction, for reinsurance ceded from Company’s liabilities for policies ceded under the Coinsurance Agreement, Such account shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; and (iv) to pay any other amounts the Company claims are due under the Coinsurance Agreement. The Letter of Credit may be used to reduce any liability for reinsurance ceded to Reinsurer, in an amount which is the lesser of: (i) the amount available under the letter of credit (ii) the amount of reinsurance recoverables under the Coinsurance Agreement; or (iii) the amount of reinsurance recoverables permitted in accordance with 11 NYCRR 125.5 (Regulation 20) (p) The amount of any Letter of Credit issued by the Reinsurer for the benefit of Company shall be included in the calculations stated in Paragraphs (k) and (l) of this Section to reduce the amount of Required Reserves to be held in the Trust Account. (q) In the event the Reinsurer becomes authorized in the State of New York such that the Company is eligible to receive reserve credit for the Company’s liabilities for policies ceded under the Coinsurance Agreement in the State of New York or the Company becomes unauthorized in the State of New York, the Parties shall convert the Trust Agreement back to a security trust substantially in the form of the original 2004 Trust Agreement for the benefit of the Company. In all other respects, the Coinsurance Agreement shall remain unchanged and in full force and effect. This Amendment may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies LT5WB riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesLT5WB riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to MOODY's 30-Day AAA Rate, but no greater than the Prime Rate of xxxxxxst as published in Federal Reserve Bulletin. The MOODY's 30-Day AAA Rate and the Prime Rate shall be determined xx xxx first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies LT5WB riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesLT5WB riders reinsured under this Agreement; iii. to To fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the LT5WB riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to MOODY's 30-Day AAA Rate, but no greater than the Prime Rate of xxxxxxst as published in Federal Reserve Bulletin. The MOODY's 30-Day AAA Rate and the Prime Rate shall be determined xx xxx first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C (a) Pursuant to the provisions of this Articlethe Retrocession Agreement, the Cedent Company and Reinsurer entered into a trust agreement dated as of April 15, 2004 between Reinsurer, Company and The Bank of New York (the Reinsurer shall enter in to a “2004 Trust Agreement”). The 2004 Trust Agreement that complies established a trust account (the “2004 Trust Account”) with regulations The Bank of New York for the sole use and benefit of the domicilliary state Beneficiary, to hold certain assets as security for the payment and performance by Reinsurer of its obligations under the CedentRetrocession Agreement. In order to assure that the Company receives full statutory financial statement credit for reinsurance provided by Reinsurer in the State of New York, establishing the parties now agree to enter into a new trust agreement, effective as of December 1, 2009, in the form attached as the new Schedule G to the Retrocession Agreement, which shall replace the prior 2004 Trust Account Agreement (the “Trust Agreement”) and to establish a trust account (the “Trust Account”) for the benefit of the Cedent to cover Company with a bank (the recoverables and/or Statutory Reserves attributable “Trustee”) acceptable to the Reinsured Policies. The Trustee shall be a bank, acceptable Company and to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate Superintendent of Insurance of the Cedent or ReinsurerState of New York. 2. This Trust Agreement is intended (b) In order for the Company to secure Annual Statement receive full statutory financial statement credit for reinsurance ceded by in the Cedent to state of New York the Reinsurer agrees to deposit in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed assets to be held in trust by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% Trustee for the benefit of the Statutory Reserves attributable Company and maintain such assets in accordance with the provision of this Amendment. The initial deposit to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in shall be made after execution of the Trust Account Agreement, but in no event later than December 31, 2009, and shall consist of the assets set forth in Exhibit A to the Trust Agreement in an amount not less than the Required Reserves, as defined herein. (c) The assets so deposited shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, value and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not ), certificates of deposit (issued by a United States bank and payable in United States legal tender) and securities of the types specified in paragraphs (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance Law; provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either partythe Company or the Reinsurer (“Eligible Securities”). 4. Prior (d) The Reinsurer, prior to depositing assets with the Trustee, the Reinsurer shall execute all assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent Company, or the Trustee, Trustee upon direction of the CedentCompany, may, whenever, necessary, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. (e) All settlements of an other person or entity, other than the Trustee, in accordance with the terms of account under the Trust AgreementAgreement between the Company and the Reinsurer shall be made in cash or its equivalent. 5. Assets (f) The Reinsurer and the Company agree that the assets in the Trust Account, established hereunderpursuant to the provisions of the Retrocession Agreement, may be withdrawn by the Cedent Company at any time, notwithstanding any other provisions of this in the Retrocession Agreement, and shall be utilized and applied by the Cedent Company or any successor of the Company by operation of lawlaw of the Company, including including, without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the Cedentsuch company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to 1. To reimburse the Cedent Company for the Reinsurer's ’s share of premiums returned to the owners of policies reinsured under the Policies Retrocession Agreement on account of cancellations of such Policiespolicies; ii2. to To reimburse the Cedent Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Company pursuant to the terms and provisions of the Policiespolicies reinsured under the Retrocession Agreement; iii3. to To fund an account with the Cedent Company in an amount at least equal to the ceded deduction, for reinsurance deduction ceded, from the Cedents Policy Company’s liabilities hereunder, which amount for policies ceded under the Retrocession Agreement. Such account shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; and iv4. to To pay any other amounts that the Cedent Company claims are due under the Retrocession Agreement. (g) The Reinsurer shall have the right to be due hereunder 6. With seek the Company’s approval of the Cedent, the Reinsurer may to withdraw from the Trust Account all or any part of the assets contained therein from the Trust Account and transfer such assets to the Reinsurer; provided, provided that: i. the 1. The Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets of a type permitted hereunder having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all timeswithdrawn; orand ii2. after After such withdrawals withdrawal and transferstransfer, the market value of the Trust Account is not will be no less than 102% of the required amountRequired Reserves, as defined herein. The Cedent shall be In the sole judge as to event that the application of this provisionReinsurer seeks the Company’s approval hereunder, but the Company shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on (h) In the LOC event that the Company withdraws assets from the Trust Account for the purposes set forth in Section F. 1.-3., above, in excess of the actual amounts required for subparagraphs (i)to meet the Reinsurer’s obligations to the Company, (ii) and (iv) of paragraph 5 or, or in the case of subparagraph (iii) of paragraph 5, Section F.4. any amounts that are subsequently determined not to be due, the Company will return such excess to the Reinsurer; plus interest at the average prime rate of interest applicable to the period during which such amounts were held by the Company, on the amounts held pursuant to Section F.3. (i) The parties shall cause the Trustee to furnish to the Reinsurer and the Company a statement of all Assets in the Trust Account at the end of each calendar month no later than seven (7) business days after month end, which shall include the market value of such Assets as of the end of the calendar month. (j) The Company and the Reinsurer agree the Company will provide the Reinsurer with Company’s calculations of the amounts as outlined in Schedule B (the “Required Reserves”). 1. For each calendar quarter that is not the last calendar quarter of the year, the Company shall provide a report of the non- Additional Actuarial Reserves on a quarterly basis consistent with regulations (including but not limited to Regulation 126), interpretations of such regulations and other direction from the State of New York. Such report shall be provided to the Reinsurer no later than fifteen (15) calendar days after the quarter end. Within fifteen (15) calendar days of receipt the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 2. For the last calendar quarter of the year, the Company shall provide its’ calculation of the Additional Actuarial Reserves, along with the report of non-Additional Actuarial reserves. The Cedent will pay interest Additional Actuarial Reserves are to be calculated once on amounts withdrawn in excess an annual basis as of year-end, subject to Paragraph (n) of this Amendment, consistent with the requirements of the actual amount State of New York using Actuarial Standards of Practice published by the U.S. Actuarial Standards Board, and consistent with regulations (including but not limited to Regulation 126), interpretation of such regulations, and other direction from the State of New York, Reinsurer shall provide all information to Company required under subparagraph (iii) to facilitate Company’s calculation of paragraph 5 at a rate equal Additional Actuarial Reserves set forth on Schedule D hereto, no later that January 15th of the next calendar year. The company shall provide such report of the Additional Actuarial Reserves and of non-Additional Actuarial reserves to the "Prime Rate" published Reinsurer no later than February 8th of the next calendar year. Within ten (10) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 3. Within seven (7) calendar days of receipt of the report of Required Reserves, the Reinsurer shall provide the company with a trust valuation file (the “Trust Valuation File”) containing all of the information set forth in Schedule C hereto. Company shall review the Trust Valuation File and advise the Reinsurer of any disagreement within three (3) calendar days of receipt. The Wall Street Journal Company and Reinsurer shall use best efforts to resolve any disagreements with the report of Required Reserves, In the event Company and Reinsurer are unable to resolve such disagreements by the date upon which the Trust Account is to be adjusted in each calendar quarter, the Required Reserves as calculated by the Company shall be applied and the amount of the Trust Account shall be adjusted accordingly. (currently k) If the base rate on corporate loans posted by at least 75balance in the Trust Account falls below 100% of the nation's 30 largest banksRequired Reserves as of the end of the quarter, the Reinsurer shall secure delivery to the Trustee of additional cash or Eligible Securities having a current fair market value equal to such difference. Reinsurer shall secure delivery no later than fifteen (15) calendar days from receipt of the report of Required Reserves for Required Reserves related to each calendar quarter that is not the last calendar quarter of the year. Reinsurer shall secure delivery no later than ten (10) calendar days from receipt of the report of Required Reserves for Required Reserves related to the last calendar quarter of the year. (l) If the balance in the Trust Account exceeds 102% of the Required Reserves as of the end of the quarter, upon written request by the Reinsurer the Company shall, within fifteen (15) days of receipt of such request, deliver a notice of withdrawal to the Trustee directing the Trustee to withdraw from the Trust Account and deliver to the Reinsurer assets from the Trust Account having a current fair market value equal to such excess amount. (m) For the purposes of paragraphs (j), which rate (k), and (1), above, if an action is to be taken on a calendar day that falls on a Saturday, the action will be due upon the preceding Friday; if an action is to be taken on a calendar day that fails on a Sunday, the action will be due upon the following Monday. (n) The following shall apply to any actuarial calculation for the Additional Actuarial Reserves required under New York regulation, this Amendment and the Retrocession Agreement: 1. The provision for adverse deviation (PAD) shall be adjusted consistent with levels used in the 2008 Actuarial Memorandum for the Reinsurer (New York version), unless changes are required by new experience studies, external forces (economic or industry trends) or by the State of New York. Any changes shall be clearly communicated to the Reinsurer with supporting documentation regarding the change; 2. The appointed actuary for the Company shall define all base ease assumptions and shall share all base case assumptions with the appointed actuary for the Reinsurer, and shall specifically discuss any differences of opinion that remain on the last day of each monthbase case assumptions, provided that, in the event that Company and Reinsurer are unable to reconcile base case assumptions, then the base case assumptions defined by the appointed actuary for the Company will be applied in any actuarial calculations; and 83. All The specific criteria used to determine the Additional Actuarial Reserves for asset adequacy shall be consistent with the minimum requirements of the foregoing State of New York, as may be amended from time to time. (o) The Reinsurer may, at its sole discretion, substitute as security a letter of credit issued for the benefit of the Company that meets the requirements of 11 NYCRR 79 (Regulation 133) (the “Letter of Credit”). The Reinsurer shall be the applicant for and provide a Letter of Credit to Company, issued by a qualified bank as defined in Regulation 133, specifying the recoverables and/or reserves are covered, and otherwise meeting all of the qualifications and required conditions contained in Regulation 133. Reinsurer and Company agree that a Letter of Credit provided by the Reinsurer pursuant to the provisions are to of the Retrocession Agreement may be applied drawn upon at any time, notwithstanding any other provisions in the Retrocession Agreement, and my be utilized by Company or any successor by operation of law of the Company, including without limitation, any liquidator, rehabilitator, receive or conservator of Company, without diminution because of insolvency on the part of either partythe Company or Reinsurer, only for the following purposes: (i) to reimburse Company for Reinsurer’s share of premiums returned to the owners of policies reinsured under the Retrocession Agreement on account of cancellation of such policies; (ii) to reimburse Company for Reinsurer’s share of surrenders and benefits or losses paid by Company under the terms and provisions of the policies reinsured under the Retrocession Agreement; (iii) to fund an account with the Company in an amount at least equal to the deduction, for reinsurance ceded from Company’s liabilities for policies ceded under the Retrocession Agreement, Such account shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; and (iv) to pay any other amounts the Company claims are due under the Retrocession Agreement. The Letter of Credit may be used to reduce any liability for reinsurance ceded to Reinsurer, in an amount which is the lesser of: (i) the amount available under the letter of credit (ii) the amount of reinsurance recoverables under the Retrocession Agreement; or (iii) the amount of reinsurance recoverables permitted in accordance with 11NYCRR 125.5 (Regulation 20) (p) The amount of any Letter of Credit issued by the Reinsurer for the benefit of Company shall be included in the calculations stated in Paragraphs (k) and (1) of this Section to reduce the amount of Required Reserves to be held in the Trust Account. (q) In the event the Reinsurer becomes authorized in the State of New York such that the Company is eligible to receive reserve credit for the Company’s liabilities for policies ceded under the Retrocession Agreement in the State of New York or the Company becomes unauthorized in the State of New York, the Parties shall convert the Trust Agreement back to a security trust substantially in the form of the original 2004 Trust Agreement for the benefit of the Company. In all other respects, the Retrocession Agreement shall remain unchanged and in full force and effect. This Amendment may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Trust Agreement. 1. Except as may be provided in Section C (a) Pursuant to the provisions of this Articlethe Coinsurance Agreement, the Cedent Company and Reinsurer entered into a trust agreement dated as of April 15, 2004 between Reinsurer, Company and The Bank of New York (the Reinsurer shall enter in to a “2004 Trust Agreement”). The 2004 Trust Agreement that complies established a trust account (the “2004 Trust Account”) with regulations The Bank of New York for the sole use and benefit of the domicilliary state Beneficiary, to hold certain assets as security for the payment and performance by Reinsurer of its obligations under the CedentCoinsurance Agreement. In order to assure that the Company receives full statutory financial statement credit for reinsurance provided by Reinsurer in the State of New York, establishing the parties now agree to enter into a new trust agreement, effective as of December 1, 2009, in the form attached as the new Schedule G to the Coinsurance Agreement, which shall replace the prior 2004 Trust Account Agreement (the “Trust Agreement”) and to establish a trust account (the “Trust Account”) for the benefit of the Cedent to cover Company with a bank (the recoverables and/or Statutory Reserves attributable “Trustee”) acceptable to the Reinsured Policies. The Trustee shall be a bank, acceptable Company and to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate Superintendent of Insurance of the Cedent or ReinsurerState of New York. 2. This Trust Agreement is intended (b) In order for the Company to secure Annual Statement receive full statutory financial statement credit for reinsurance ceded by in the Cedent to state of New York the Reinsurer agrees to deposit in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed assets to be held in trust by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% Trustee for the benefit of the Statutory Reserves attributable Company and maintain such assets in accordance with the provision of this Amendment. The initial deposit to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in shall be made after execution of the Trust Account Agreement, but in no event later than December 31, 2009, and shall consist of the assets set forth in Exhibit A to the Trust Agreement in an amount not less than the Required Reserves, as defined herein. (c) The assets so deposited shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, value and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not ), certificates of deposit (issued by a United States bank and payable in United States legal tender) and securities of the types specified in paragraphs (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance Law; provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either partythe Company or the Reinsurer (“Eligible Securities”). 4. Prior (d) The Reinsurer, prior to depositing assets with the Trustee, the Reinsurer shall execute all assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent Company, or the Trustee, Trustee upon direction of the CedentCompany, may, whenever, necessary, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. (e) All settlements of an other person or entity, other than the Trustee, in accordance with the terms of account under the Trust AgreementAgreement between the Company and the Reinsurer shall be made in cash or its equivalent. 5. Assets (f) The Reinsurer and the Company agree that the assets in the Trust Account, established hereunderpursuant to the provisions of the Coinsurance Agreement, may be withdrawn by the Cedent Company at any time, notwithstanding any other provisions of this in the Coinsurance Agreement, and shall be utilized and applied by the Cedent Company or any successor of the Company by operation of lawlaw of the Company, including including, without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the Cedentsuch company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to 1. To reimburse the Cedent Company for the Reinsurer's ’s share of premiums returned to the owners of policies reinsured under the Policies Coinsurance Agreement on account of cancellations of such Policiespolicies; ii2. to To reimburse the Cedent Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Company pursuant to the terms and provisions of the Policiespolicies reinsured under the Coinsurance Agreement; iii3. to To fund an account with the Cedent Company in an amount at least equal to the ceded deduction, for reinsurance deduction ceded, from the Cedents Policy Company’s liabilities hereunder, which amount for policies ceded under the Coinsurance Agreement. Such account shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; and iv4. to To pay any other amounts that the Cedent Company claims are due under the Coinsurance Agreement. (g) The Reinsurer shall have the right to be due hereunder 6. With seek the Company’s approval of the Cedent, the Reinsurer may to withdraw from the Trust Account all or any part of the assets contained therein from the Trust Account and transfer such assets to the Reinsurer; provided, provided that: i. the 1. The Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets of a type permitted hereunder having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all timeswithdrawn; orand ii2. after After such withdrawals withdrawal and transferstransfer, the market value of the Trust Account is not will be no less than 102% of the required amountRequired Reserves, as defined herein. The Cedent shall be In the sole judge as to event that the application of this provisionReinsurer seeks the Company’s approval hereunder, but the Company shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on (h) In the LOC event that the Company withdraws assets from the Trust Account for the purposes set forth in Section F. 1.-3., above, in excess of the actual amounts required for subparagraphs (i)to meet the Reinsurer’s obligations to the Company, (ii) and (iv) of paragraph 5 or, or in the case of subparagraph (iii) of paragraph 5, Section F.4. any amounts that are subsequently determined not to be due, the Company will return such excess to the Reinsurer; plus interest at the average prime rate of interest applicable to the period during which such amounts were held by the Company, on the amounts held pursuant to Section F.3. (i) The parties shall cause the Trustee to furnish to the Reinsurer and the Company a statement of all Assets in the Trust Account at the end of each calendar month no later than seven (7) business days after month end, which shall include the market value of such Assets as of the end of the calendar month. (j) The Company and the Reinsurer agree the Company will provide the Reinsurer with Company’s calculations of the amounts as outlined in Schedule B (the “Required Reserves”). 1. For each calendar quarter that is not the last calendar quarter of the year, the Company shall provide a report of the non-Additional Actuarial Reserves on a quarterly basis consistent with regulations (including but not limited to Regulation 126), interpretations of such regulations and other direction from the State of New York. Such report shall be provided to the Reinsurer no later than fifteen (15) calendar days after the quarter end. Within fifteen (15) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 2. For the last calendar quarter of the year, the Company shall provide its’ calculation of the Additional Actuarial Reserves, along with the report of non-Additional Actuarial reserves. The Cedent will pay interest Additional Actuarial Reserves are to be calculated once on amounts withdrawn in excess an annual basis as of year-end, subject to Paragraph (n) of this Amendment, consistent with the requirements of the actual amount State of New York using Actuarial Standards of Practice published by the U.S. Actuarial Standards Board, and consistent with regulations (including but not limited to Regulation 126), interpretation of such regulations, and other direction from the State of New York. Reinsurer shall provide all information to Company required under subparagraph (iii) to facilitate Company’s calculation of paragraph 5 at a rate equal Additional Actuarial Reserves set forth on Schedule D hereto, no later that January 15th of the next calendar year. The company shall provide such report of the Additional Actuarial Reserves and of non-Additional Actuarial reserves to the "Prime Rate" published Reinsurer no later than February 8th of the next calendar year. Within ten (10) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 3. Within seven (7) calendar days of receipt of the report of Required Reserves, the Reinsurer shall provide the company with a trust valuation file (the “Trust Valuation File”) containing all of the information set forth in Schedule C hereto. Company shall review the Trust Valuation File and advise the Reinsurer of any disagreement within three (3) calendar days of receipt. The Wall Street Journal Company and Reinsurer shall use best efforts to resolve any disagreements with the report of Required Reserves. In the event Company and Reinsurer are unable to resolve such disagreements by the date upon which the Trust Account is to be adjusted in each calendar quarter, the Required Reserves as calculated by the Company shall be applied and the amount of the Trust Account shall be adjusted accordingly. (currently k) If the base rate on corporate loans posted by at least 75balance in the Trust Account falls below 100% of the nation's 30 largest banksRequired Reserves as of the end of the quarter, the Reinsurer shall secure delivery to the Trustee of additional cash or Eligible Securities having a current fair market value equal to such difference. Reinsurer shall secure delivery no later than fifteen (15) calendar days from receipt of the report of Required Reserves for Required Reserves related to each calendar quarter that is not the last calendar quarter of the year. Reinsurer shall secure delivery no later than ten (10) calendar days from receipt of the report of Required Reserves for Required Reserves related to the last calendar quarter of the year. (l) If the balance in the Trust Account exceeds 102% of the Required Reserves as of the end of the quarter, upon written request by the Reinsurer the Company shall, within fifteen (15) days of receipt of such request, deliver a notice of withdrawal to the Trustee directing the Trustee to withdraw from the Trust Account and deliver to the Reinsurer assets from the Trust Account having a current fair market value equal to such excess amount. (m) For the purposes of paragraphs (j), which rate (k), and (l), above, if an action is to be taken on a calendar day that falls on a Saturday, the action will be due upon the preceding Friday; if an action is to be taken on a calendar day that falls on a Sunday, the action will be due upon the following Monday. (n) The following shall apply to any actuarial calculation for the Additional Actuarial Reserves required under New York regulation, this Amendment and the Coinsurance Agreement: 1. The provision for adverse deviation (PAD) shall be adjusted consistent with levels used in the 2008 Actuarial Memorandum for the Reinsurer (New York version), unless changes are required by new experience studies, external forces (economic or industry trends) or by the State of New York. Any changes shall be clearly communicated to the Reinsurer with supporting documentation regarding the change; 2. The appointed actuary for the Company shall define all base case assumptions and shall share all base case assumptions with the appointed actuary for the Reinsurer, and shall specifically discuss any differences of opinion that remain on the last day of each monthbase case assumptions, provided that, in the event that Company and Reinsurer are unable to reconcile base case assumptions, then the base case assumptions defined by the appointed actuary for the Company will be applied in any actuarial calculations; and 83. All The specific criteria used to determine the Additional Actuarial Reserves for asset adequacy shall be consistent with the minimum requirements of the foregoing State of New York, as may be amended from time to time. (o) The Reinsurer may, at its sole discretion, substitute as security a letter of credit issued for the benefit of the Company that meets the requirements of 11 NYCRR 79 (Regulation 133) (the “Letter of Credit”). The Reinsurer shall be the applicant for and provide a Letter of Credit to Company, issued by a qualified bank as defined in Regulation 133, specifying the recoverables and/or reserves are covered, and otherwise meeting all of the qualifications and required conditions contained in Regulation 133. Reinsurer and Company agree that a Letter of Credit provided by the Reinsurer pursuant to the provisions are to of the Coinsurance Agreement may be applied drawn upon at any time, notwithstanding any other provisions in the Coinsurance Agreement, and my be utilized by Company or any successor by operation of law of the Company, including without limitation, any liquidator, rehabilitator, receive or conservator of Company, without diminution because of insolvency on the part of either partythe Company or Reinsurer, only for the following purposes: (i) to reimburse Company for Reinsurer’s share of premiums returned to the owners of policies reinsured under the Coinsurance Agreement on account of cancellation of such policies; (ii) to reimburse Company for Reinsurer’s share of surrenders and benefits or losses paid by Company under the terms and provisions of the policies reinsured under the Coinsurance Agreement; (iii) to fund an account with the Company in an amount at least equal to the deduction, for reinsurance ceded from Company’s liabilities for policies ceded under the Coinsurance Agreement. Such account shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; and (iv) to pay any other amounts the Company claims are due under the Coinsurance Agreement. The Letter of Credit may be used to reduce any liability for reinsurance ceded to Reinsurer, in an amount which is the lesser of: (i) the amount available under the letter of credit (ii) the amount of reinsurance recoverables under the Coinsurance Agreement; or (iii) the amount of reinsurance recoverables permitted in accordance with 11 NYCRR 125.5 (Regulation 20). (p) The amount of any Letter of Credit issued by the Reinsurer for the benefit of Company shall be included in the calculations stated in Paragraphs (k) and (l) of this Section to reduce the amount of Required Reserves to be held in the Trust Account. (q) In the event the Reinsurer becomes authorized in the State of New York such that the Company is eligible to receive reserve credit for the Company’s liabilities for policies ceded under the Coinsurance Agreement in the State of New York or the Company becomes unauthorized in the State of New York, the Parties shall convert the Trust Agreement back to a security trust substantially in the form of the original 2004 Trust Agreement for the benefit of the Company. In all other respects, the Coinsurance Agreement shall remain unchanged and in full force and effect. This Amendment may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent Ceding Company and the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary domiciliary state of the CedentCeding Company, establishing a Trust Account for the benefit of the Cedent Ceding Company to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent Ceding Company or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent Ceding Company to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent Ceding Company and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the CedentCeding Company, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent Ceding Company or the Trustee, upon direction of the CedentCeding Company, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent Ceding Company at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent Ceding Company or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the CedentCeding Company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent Ceding Company for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent Ceding Company for the Reinsurer's share of benefits claims paid by the Cedent Ceding Company under the terms and provisions of the Policies; iii. to fund an account with the Cedent Ceding Company in an amount at least equal to the ceded reinsurance deduction from the Cedents Ceding Company's Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent Ceding Company claims to be due hereunder 6. With the approval of the CedentCeding Company, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent Ceding Company shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent Ceding Company will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent Ceding Company will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.

Trust Agreement. 1. Except as may be provided in Section C Any Trust Agreement to establish a trust account securing the Credit Amount must satisfy the requirements below. a. Fifteen days prior to the end of this Articleeach calendar quarter or at any other time, the Cedent Reinsured will determine and communicate the Reinsurer shall enter in to a Trust Agreement that complies with regulations of the domicilliary state of the Cedent, establishing a Trust Account for the benefit of the Cedent to cover the recoverables and/or Statutory Reserves attributable Credit Amount to the Reinsured PoliciesReinsurer. The Trustee Credit Amount shall be a bank, acceptable an amount at least equal to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit deduction for reinsurance ceded by from the Cedent Reinsured's liabilities for HDLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The Reinsured will determine and communicate this amount to the Reinsurer in accordance order to enable the Reinsurer to ensure that the Trust is maintained with regulations a sufficient balance. All costs and expenses of maintaining the trust will be borne by the Reinsurer and will not be paid by any of the domiciliary state Assets held in the Trust. b. The Reinsurer will deposit into the trust on or before a date agreed to by the parties Assets that cause the market value of the Cedent and, in the event that the parties fail trust to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to meet or exceed 102% of the Statutory Reserves attributable most recently communicated Credit Amount immediately prior to the Reinsured Policies shall be deposited date for the deposit of Assets into the Trust Account and maintained at all times until its dissolution. Assets Trust. c. The assets deposited in the Trust Account trust account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, and shall consist of only of cash (United States legal tender) and those instruments detailed within the Trust Agreement, provided that such domiciliary state statutorily permitted investments that are not issued by an institution that is not a parent, subsidiary subsidiary, or an affiliate of either partythe Reinsured or the Reinsurer. Within 3 days of a request from the Reinsured, the Reinsurer shall provide a report setting forth the current fair market value of the trust assets. 4. Prior d. The Reinsurer shall, prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent or the Trustee, upon direction of the CedentReinsured, may, whenever, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer of an or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets e. The Reinsurer and the Reinsured agree that the assets in the Trust Account, established hereunder, trust account may be withdrawn by the Cedent drawn upon at any time, notwithstanding any other provisions of in this Agreement, and shall be utilized and applied by the Cedent Reinsured or any successor of the Company by operation of lawlaw of the Reinsured including, including without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the CedentReinsured, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to To reimburse the Cedent Reinsured for the Reinsurer's share of premiums returned to the owners of contracts associated with the Policies HDLT5 riders reinsured under this Agreement on account of cancellations cancellation of such Policiescontracts; ii. to To reimburse the Cedent Reinsured for the Reinsurer's share of benefits claims or losses paid by the Cedent Reinsured under the terms and provisions of the PoliciesHDLT5 riders reinsured under this Agreement; iiixxx. to Xx fund an account with the Cedent Reinsured in an amount at least equal to the deduction for reinsurance ceded reinsurance deduction from the Cedents Policy Reinsured's liabilities hereunder, which for the HDLT5 riders ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; iv. to To pay any other amounts that the Cedent Reinsured claims to be are due hereunder 6. With the approval of the Cedent, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent shall be the sole judge as to the application of under this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent will return any amounts drawn on the LOC in excess of the actual amounts required for subparagraphs (i), (ii) and (iv) of paragraph 5 or, in the case of subparagraph (iii) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent will pay interest on amounts withdrawn in excess of the actual amount required under subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8Agreement. All of the foregoing provisions are to will be applied without diminution because of insolvency on the part of either partythe Reinsured or the Reinsurer or the inability of the Reinsured to pay all or any part of a claim. The Reinsured agrees to return to the Reinsurer any amounts withdrawn which are in excess of the actual amounts required for i, ii and iii above, or in the case of iv, such amounts that are in excess of the amounts ultimately determined to be due under this Agreement. In addition, the Reinsured shall make interest payments to the Reinsurer on amounts withdrawn pursuant to item (iii) above, to the extent such interest is not needed to be retained to maintain the account at the Credit Amount. The rate of interest charged will be equal to XXXXX'x 30-Day AAA Rate, but no greater than the Prime Rate of interest as published in Federal Reserve Bulletin. The XXXXX'x 30-Day AAA Rate and the Prime Rate shall be determined on the first business day of each month in which interest is payable. Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, the Reinsurer shall have the right to seek approval from the Reinsured to withdraw from the trust account a portion of the assets contained therein and to transfer such assets to the Reinsurer, provided that after such withdrawal and transfer, the market value of the trust account is no less than one hundred and two percent (102%) of the Credit Amount most recently determined and communicated by the Reinsured to the Reinsurer. The Reinsured shall be the sole judge of the application of this provision, but shall not unreasonably nor arbitrarily withhold its approval. f. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by the Reinsurer to the Reinsured, unless the Reinsurer and the Reinsured mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any provision contained in the Trust Agreement, the Reinsurer shall not seek to terminate the trust unless it has written permission from the Reinsured. The Reinsured shall not arbitrarily or unreasonably withhold such permission if another form of collateral acceptable to the Reinsured is provided by the Reinsurer for the Credit Amount. g. Prior to the Reinsurer's establishing or funding the Trust, the Reinsured shall submit a copy of the Trust Agreement to applicable state regulatory authorities for approval, if such approval is required by state insurance law or regulations. The Reinsured shall promptly inform the Reinsurer of such approval or of any changes to such documents required by regulatory authorities.

Trust Agreement. 1. Except as may be provided in Section C (a) Pursuant to the provisions of this Articlethe Reinsurance Agreement, the Cedent Company and Reinsurer entered into a trust agreement dated as of April 15, 2004 between Reinsurer, Company and The Bank of New York (the Reinsurer shall enter in to a “2004 Trust Agreement”). The 2004 Trust Agreement that complies established a trust account (the “2004 Trust Account”) with regulations The Bank of New York for the sole use and benefit of the domicilliary state Beneficiary, to hold certain assets as security for the payment and performance by Reinsurer of its obligations under the CedentReinsurance Agreement. In order to assure that the Company receives full statutory financial statement credit for reinsurance provided by Reinsurer in the State of New York, establishing the parties now agree to enter into a new trust agreement, effective as of December 1, 2009, in the form attached as the new Schedule H to the Reinsurance Agreement, which shall replace the prior 2004 Trust Account Agreement (the “Trust Agreement”) and to establish a trust account (the “Trust Account”) for the benefit of the Cedent to cover Company with a bank (the recoverables and/or Statutory Reserves attributable “Trustee”) acceptable to the Reinsured Policies. The Trustee shall be a bank, acceptable Company and to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate Superintendent of Insurance of the Cedent or ReinsurerState of New York. 2. This Trust Agreement is intended (b) In order for the Company to secure Annual Statement receive full statutory financial statement credit for reinsurance ceded by in the Cedent to state of New York the Reinsurer agrees to deposit in accordance with regulations of the domiciliary state of the Cedent and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed assets to be held in trust by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% Trustee for the benefit of the Statutory Reserves attributable Company and maintain such assets in accordance with the provision of this Amendment. The initial deposit to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in shall be made after execution of the Trust Account Agreement, but in no event later than December 31, 2009, and shall consist of the assets set forth in Exhibit A to the Trust Agreement in an amount not less than the Required Reserves, as defined herein. (c) The assets so deposited shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the Cedent, value and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments that are not ), certificates of deposit (issued by a United States bank and payable in United States legal tender) and securities of the types specified in paragraphs (1), (2), (3), (8) and (10) of Section 1404 (a) of the New York Insurance Law; provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either partythe Company or the Reinsurer (“Eligible Securities”). 4. Prior (d) The Reinsurer, prior to depositing assets with the Trustee, the Reinsurer shall execute all assignments, endorsements in blank blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment assignments, in order that the Cedent Company, or the Trustee, Trustee upon direction of the CedentCompany, may, whenever, necessary, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. (e) All settlements of an other person or entity, other than the Trustee, in accordance with the terms of account under the Trust Agreement.Agreement between the Company and the Reinsurer shall be made in cash or its equivalent, 5. Assets (f) The Reinsurer and the Company agree that the assets in the Trust Account, established hereunderpursuant to the provisions of the Reinsurance Agreement, may be withdrawn by the Cedent Company at any time, notwithstanding any other provisions of this in the Reinsurance Agreement, and shall be utilized and applied by the Cedent Company or any successor of the Company by operation of lawlaw of the Company, including including, without limitation limitation, any liquidator, rehabilitator, receiver or conservator of the Cedentsuch company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to 1. To reimburse the Cedent Company for the Reinsurer's ’s share of premiums returned to the owners of policies reinsured under the Policies Reinsurance Agreement on account of cancellations of such Policiespolicies; ii2. to To reimburse the Cedent Company for the Reinsurer's ’s share of surrenders and benefits claims or losses paid by the Cedent under Company pursuant to the terms and provisions of the Policiespolicies reinsured under the Reinsurance Agreement; iii3. to To fund an account with the Cedent Company in an amount at least equal to the ceded deduction, for reinsurance deduction ceded, from the Cedents Policy Company’s liabilities hereunderfor policies ceded under the Reinsurance Agreement, which amount Such account shall include, but not be limited to, amounts for policy reserves, reserves for benefit claims and losses incurred (including benefit claims losses incurred but not reported), loss adjustment expenses, and unearned premiums; and iv4. to To pay any other amounts that the Cedent Company claims are due under the Reinsurance Agreement. (g) The Reinsurer shall have the right to be due hereunder 6. With seek the Company’s approval of the Cedent, the Reinsurer may to withdraw from the Trust Account all or any part of the assets contained therein from the Trust Account and transfer such assets to the Reinsurer; provided, provided that: i. the 1. The Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets of a type permitted hereunder having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all timeswithdrawn; orand ii2. after After such withdrawals withdrawal and transferstransfer, the market value of the Trust Account is not Account, will be no less than 102% of the required amountRequired Reserves, as defined herein. The Cedent shall be In the sole judge as to event that the application of this provisionReinsurer seeks the Company’s approval hereunder, but the Company shall not unreasonably or arbitrarily withhold its approval, (h) In the event that the Company withdraws assets from the Trust Account for the purposes set forth in Section F. 1.-3. 7. The Cedent will return any amounts drawn on the LOC , above, in excess of the actual amounts required for subparagraphs (i)to meet the Reinsurer’s obligations to the Company, (ii) and (iv) of paragraph 5 or, or in the case of subparagraph (iii) of paragraph 5, Section F.4. any amounts that are subsequently determined not to be due, the Company will return such excess to the Reinsurer; plus interest at the average prime rate of interest applicable to the period during which such amounts were held by the Company, on the amounts held pursuant to Section F.3. (i) The parties shall cause the Trustee to furnish to the Reinsurer and the Company a statement of all Assets in the Trust Account at the end of each calendar month no later than seven (7) business days after month end, which shall include the market value of such Assets as of the end of the calendar month. (i) The Company and the Reinsurer agree the Company will provide the Reinsurer with Company’s calculations of the amounts as outlined in Schedule B (the “Required Reserves”). 1. For each calendar quarter that is not the last calendar quarter of the year, the Company shall provide a report of the non- Additional Actuarial Reserves on a quarterly basis consistent with regulations (including but not limited to Regulation 126), interpretations of such regulations and other direction from the State of New York. Such report shall be provided to the Reinsurer no later than fifteen (15) calendar days after the quarter end. Within fifteen (15) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 2. For the last calendar quarter of the year, the Company shall provide its’ calculation of the Additional Actuarial Reserves, along with the report of non-Additional Actuarial reserves. The Cedent will pay interest Additional Actuarial Reserves are to be calculated once on amounts withdrawn in excess an annual basis as of year-end, subject to Paragraph (n) of this Amendment, consistent with the requirements of the actual amount State of New York using Actuarial Standards of Practice published by the U.S. Actuarial Standards Board, and consistent with regulations (including but not limited to Regulation 126), interpretation of such regulations, and other direction from the State of New York. Reinsurer shall provide all information to Company required under subparagraph (iii) to facilitate Company’s calculation of paragraph 5 at a rate equal Additional Actuarial Reserves set forth on Schedule D hereto, no later that January 15th of the next calendar year. The company shall provide such report of the Additional Actuarial Reserves and of non-Additional Actuarial reserves to the "Prime Rate" published Reinsurer no later than February 8th of the next calendar year. Within ten (10) calendar days of receipt, the Reinsurer shall advise the Company of any disagreement with the report of Required Reserves. 3. Within seven (7) calendar days of receipt of the report of Required Reserves, the Reinsurer shall provide the company with a trust valuation file (the “Trust Valuation File”) containing all of the information set forth in Schedule C hereto. Company shall review the Trust Valuation File and advise the Reinsurer of any disagreement within three (3) calendar days of receipt The Wall Street Journal Company and Reinsurer shall use best efforts to resolve any disagreements with the report of Required Reserves. In the event Company and Reinsurer are unable to resolve such disagreements by the date upon which the Trust Account is to be adjusted in each calendar quarter, the Required Reserves as calculated by the Company shall be applied and the amount of the Trust Account shall be adjusted accordingly. (currently k) If the base rate on corporate loans posted by at least 75balance in the Trust Account falls below 100% of the nation's 30 largest banksRequired Reserves as of the end of the quarter, the Reinsurer shall secure delivery to the Trustee of additional cash or Eligible Securities having a current fair market value equal to such difference. Reinsurer shall secure delivery no later than fifteen (15) calendar days from receipt of the report of Required Reserves for Required Reserves related to each calendar quarter that is not the last calendar quarter of the year. Reinsurer shall secure delivery no later than ten (10) calendar days from receipt of the report of Required Reserves for Required Reserves related to the last calendar quarter of the year. (l) If the balance in the Trust Account exceeds 102% of the Required Reserves as of the end of the quarter, upon written request by the Reinsurer the Company shall, within fifteen (15) days of receipt of such request, deliver a notice of withdrawal to the Trustee directing the Trustee to withdraw from the Trust Account and deliver to the Reinsurer assets from the Trust Account having a current fair market value equal to such excess amount. (m) For the purposes of paragraphs (j), which rate (k), and (l), above, If an action is to be taken on a calendar day that falls on a Saturday, the action will be due upon the preceding Friday; if an action is to be taken on a calendar day that falls on a Sunday, the action will be due upon the following Monday. (n) The following shall apply to any actuarial calculation for the Additional Actuarial Reserves required under New York regulation, this Amendment and the Reinsurance Agreement: 1. The provision for adverse deviation (PAD) shall be adjusted consistent with levels used in the 2008 Actuarial Memorandum for the Reinsurer (New York version), unless changes are required by new experience studies, external forces (economic or industry trends) or by the State of New York. Any changes shall be clearly communicated to the Reinsurer with supporting documentation regarding the change; 2. The appointed actuary for the Company shall define all base case assumptions and shall share all base case assumptions with the appointed actuary for the Reinsurer, and shall specifically discuss any differences of opinion that remain on the last day of each monthbase case assumptions, provided that, in the event that Company and Reinsurer are unable to reconcile base case assumptions, then the base case assumptions defined by the appointed actuary for the Company will be applied in any actuarial calculations; and 83. All The specific criteria used to determine the Additional Actuarial Reserves for asset adequacy shall be consistent with the minimum requirements of the foregoing State of New York, as may be amended from time to time. (o) The Reinsurer may, at its sole discretion, substitute as security a letter of credit issued for the benefit of the Company that meets the requirements of 11 NYCRR 79 (Regulation 133) (the “Letter of Credit”). The Reinsurer shall be the applicant for and provide a Letter of Credit to Company, issued by a qualified bank as defined in Regulation 133, specifying the recoverables and/or reserves are covered, and otherwise meeting all of the qualifications and required conditions contained in Regulation 133. Reinsurer and Company agree that a Letter of Credit provided by the Reinsurer pursuant to the provisions are to of the Reinsurance Agreement may be applied drawn upon at any time, notwithstanding any other provisions in the Reinsurance Agreement, and may be utilized by Company or any successor by operation of law of the Company, including without limitation, any liquidator, rehabilitator, receive or conservator of Company, without diminution because of insolvency on the part of either partythe Company or Reinsurer, only for the following purposes: (i) to reimburse Company for Reinsurer’s share of premiums returned to the owners of policies reinsured under the Reinsurance Agreement on account of cancellation of such policies; (ii) to reimburse Company for Reinsurer’s share of surrenders and benefits or losses paid by Company under the terms and provisions of the policies reinsured under the Reinsurance Agreement; (iii) to fund an account with the Company in an amount at least equal to the deduction, for reinsurance ceded from Company’s liabilities for policies ceded under the Reinsurance Agreement. Such account shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported)) loss adjustment expenses, and unearned premiums; and (iv) to pay any other amounts the Company claims are due under the Reinsurance Agreement. The Letter of Credit may be used to reduce any liability for reinsurance ceded to Reinsurer, in an amount which is the lesser of: (i) the amount available under the letter of credit (ii) the amount of reinsurance recoverables under the Reinsurance Agreement; or (iii) the amount of reinsurance recoverables permitted in accordance with 11NYCRR 125.5 (Regulation 120) (p) The amount of any Letter of Credit issued by the Reinsurer for the benefit of Company shall be included in the calculations stated in Paragraphs (k) and (1) of this Section to reduce the amount of Required Reserves to be held in the Trust Account. (q) In the event the Reinsurer becomes authorized in the State of New York such that the Company is eligible to receive reserve credit for the Company’s liabilities for policies ceded under the Reinsurance Agreement in the State of New York or the Company becomes unauthorized in the State of New York, the Parties shall convert the Trust Agreement back to a security trust substantially in the form of the original 2004 Trust Agreement for the benefit of the Company. In all other respects, the Reinsurance Agreement shall remain unchanged and in full force and effect. This Amendment may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Trust Agreement. 1. Except as may be provided in Section C of this Article, the Cedent Ceding Company and the Reinsurer shall enter in to a Trust Agreement that complies with regulations the requirements of the domicilliary state of the CedentNew York Regulation 114, establishing a Trust Account for the benefit of the Cedent Ceding Company to cover the recoverables and/or Statutory Reserves attributable to the Reinsured Policies. The Trustee shall be a bank, acceptable to each party, that is organized in the United States; that is regulated, supervised and examined by federal or state banking regulatory authorities; and that meets any other applicable regulatory financial condition standards. The bank shall not be a parent, subsidiary or affiliate of the Cedent Ceding Company or Reinsurer. 2. This Trust Agreement is intended to secure Annual Statement credit for reinsurance ceded by the Cedent Ceding Company to the Reinsurer in accordance with regulations of the domiciliary state of the Cedent Ceding Company and, in the event that the parties fail to enter into the Trust Agreement and fund the Trust Account, as provided herein, within five (5) working days after this Agreement shall have been signed by both parties, this Agreement, unless the parties otherwise provide, shall be null and void. 3. Assets having a value at least equal to 102% of the Statutory Reserves attributable to the Reinsured Policies shall be deposited into the Trust Account and maintained at all times until its dissolution. Assets deposited in the Trust Account shall be valued according to their current fair market value, as determined under the statutory accounting rules of the domiciliary state of the CedentCeding Company, and shall consist only of cash (United States legal tender) and such domiciliary state statutorily permitted investments of the types specified in paragraphs (1), (2), (3), (8) and (10) of subsection (a) of Section 1404 of the New York Insurance Law that are not issued by a parent, subsidiary or affiliate of either party. 4. Prior to depositing assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment in order that the Cedent Ceding Company or the Trustee, upon direction of the CedentCeding Company, may, whenever, necessary, negotiate any such assets without consent or signature from the Reinsurer of an other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. 5. Assets in the Trust Account, established hereunder, may be withdrawn by the Cedent Ceding Company at any time, notwithstanding any other provisions of this Agreement, and shall be utilized and applied by the Cedent Ceding Company or any successor of the Company by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of the CedentCeding Company, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer, only for the following purposes: i. to reimburse the Cedent Ceding Company for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations of such Policies; ii. to reimburse the Cedent Ceding Company for the Reinsurer's share of benefits claims paid by the Cedent Ceding Company under the terms and provisions of the Policies; iii. to fund an account with the Cedent Ceding Company in an amount at least equal to the ceded reinsurance deduction from the Cedents Ceding Company's Policy liabilities hereunder, which amount shall include, but not be limited to, reserves for benefit claims incurred (including benefit claims incurred but not reported) iv. to pay any other amounts that the Cedent Ceding Company claims to be due hereunder 6. With the approval of the CedentCeding Company, the Reinsurer may withdraw from the Trust Account all or any part of the assets contained therein and transfer such assets to the Reinsurer; provided i. the Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with other qualified assets having a market value equal to the market value of the assets withdrawn so as to maintain the Trust Account at the required amount at all times; or ii. after such withdrawals and transfers, the market value of the Trust Account is not less than 102% of the required amount. The Cedent Ceding Company shall be the sole judge as to the application of this provision, but shall not unreasonably or arbitrarily withhold its approval. 7. The Cedent Ceding Company will return any amounts drawn on withdrawn from the LOC Trust in excess of the actual amounts required for subparagraphs (i), (ii) and (iviii) of paragraph 5 or, in the case of subparagraph (iiiiv) of paragraph 5, any amounts that are subsequently determined not to be due. The Cedent Ceding Company will pay interest on amounts withdrawn in excess of the actual amount required under held pursuant to subparagraph (iii) of paragraph 5 at a rate equal to the "Prime Rate" published in The Wall Street Journal (currently the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), which rate shall be adjusted on the last day of each month; and 8. All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either party.