Amendment #1
to the
AUTOMATIC
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE December 15, 2003
Between
PRUCO LIFE INSURANCE COMPANY
(THE COMPANY)
And
SCOTTISH RE (U.S.), INC.
(THE REINSURER)
The parties hereby agree to the following:
1. SCHEDULE A, Section 2, AUTOMATIC PORTION REINSURED, shall be replaced by the following:
US/Canadian Residents
For policy risk amounts where the M Life Insurance Company has capacity to retain a 10% share of the
mortality risk under the Modco Agreement described in the Preamble, THE REINSURER will automatically
reinsure under this Agreement an amount equal to 26.66% times 50% of the policy risk amount. Once the
M Life Insurance Company has reached its retention limit, THE REINSURER will automatically reinsure
under this Agreement an amount equal to 33.32% times 50% of the policy risk amount. M Life Insurance
Company's retention limit is $1 million per life. The portion reinsured with THE REINSURER under this
Agreement (26.66% or 33.32%) is known as the YRT Percentage.
For policy risk amounts where the M Life Insurance Company has capacity, THE COMPANY will also reinsure
under one or more Other YRT Agreements with THIRD-PARTY REINSURERS amounts up to 53.34% times 50% of the
policy risk amount. For policy risk amounts where the M Life Insurance Company has exceeded its
retention limit, THE COMPANY will reinsure under one or more Other YRT Agreements with THIRD-PARTY
REINSURERS amounts up to 66.68% times 50% of the policy risk amount. The total policy risk amount to be
reinsured through this Agreement and all Other YRT Agreements will not exceed 50% of the First Layer of
Coverage amounts shown in Schedule A, Section 5.
Example 1 - (M Life has full capacity of $1 million available) - If the policy risk amount is $10
million, the M Life Insurance Company will retain $1 million (i.e., 10% times $10 million) under
the Modco Agreement and THE REINSURER will reinsure $1.333 million (i.e., 26.66% times 50% times
$10 million) under this Agreement.
Example 2 - (M Life has capacity of $200,000 available) - If the policy risk amount is $10 million,
the M Life Insurance Company will retain $200,000 (i.e., 10% of the first $2 million) under the
Modco Agreement and THE REINSURER will reinsure $1,599,400 (i.e., 26.66% times 50% of the first $2
million plus 33.32% times 50% of the policy risk amount in excess of $2 million) under this
Agreement.
Example 3 - (M Life has no capacity) - If the policy risk amount is $10 million, THE REINSURER will
reinsure $1.666 million (i.e., 33.32% times 50% of the policy risk amount) under this Agreement.
2. SCHEDULE B, Section 6, NET AMOUNT AT RISK, shall be replaced by the following:
The policy net amount at risk is equal to the excess of the death benefit over the contract fund. The
portion of the net amount at risk reinsured under this Agreement is equal to the product of the YRT
Percentage times 50% of the policy net amount at risk.
Changes in the net amount at risk can result from increases, as well as decreases in the face amount.
These changes can also result from changes in the contract fund, i.e., changes due to unit value
fluctuations, the assessment of contract fees and charges, the crediting of interest and the addition or
withdrawal of funds. Changes in the net amount at risk can also result from changes in the death
benefit needed to meet the definition of life insurance once a policy enters the "corridor."
Changes in the reinsured portion of the net amount at risk will depend on whether the retention limit of
M Life Insurance Company has been reached. These changes will operate as follows:
a. Increase in Policy Net Amount at Risk - (Assumes M Life Insurance Company has capacity to retain its 10%
share up to its retention limit) - An amount equal to the YRT Percentage, as defined in Schedule
A, times 50% of the new policy net amount at risk will be reinsured under this Agreement. In
addition, an amount equal to X% times 50% of the new policy net amount at risk will be reinsured
under one or more Other YRT Agreements with THIRD-PARTY REINSURERS, where X is derived as follows:
1. For the portion of the policy whereby M Life Insurance Company can retain its 10% share up to its
retention limit, X% is equal to 80% minus the YRT Percentage.
2. For the portion of the policy whereby M Life Insurance Company has exceeded its retention limit, X% is
equal to 100% minus the YRT Percentage.
Example 1 - The policy amount is $1 million, the contract fund is $400,000 and the net amount
at risk is $600,000. With respect to 50% of the policy risk amount addressed by this
Agreement, $60,000 is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $79,980 i.e., ($600,000 x 26.66% x 50%) is reinsured under this
Agreement, and $160,020 i.e., ($600,000 x (80% - 26.66%) x 50%) is reinsured under one or more
Other YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the
policy risk amount, $60,000 is retained by THE COMPANY and $240,000 is ceded to the THIRD-PARTY
REINSURERS.
There is no other insurance retained by M Life Insurance Company on the same insured. If the
face amount is increased to $2 million, the net amount at risk is increased to $1.6 million.
In this instance, with respect to 50% of the policy risk amount addressed by this Agreement,
$160,000 is reinsured with M Life Insurance Company under the Modco Agreement as described in
the Preamble, $213,280 i.e., ($1.6 million x 26.66% x 50%) is reinsured under this Agreement,
and $426,720 i.e., ($1.6 million x (80% - 26.66%) x 50%) is reinsured under one or more Other
YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy
risk amount, $160,000 is retained by THE COMPANY and $640,000 is ceded to the THIRD-PARTY
REINSURERS.
Example 2 - The policy amount is $35 million, the contract fund is $5 million and the net
amount at risk is $30 million. With respect to 50% of the policy risk amount addressed by this
Agreement, $1 million is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $4,665,000 i.e., [($10 million x 26.66% x 50%) + ($20 million x
33.32% x 50%)] is reinsured under this Agreement, and $9,335,000 i.e., [($10 million x (80% -
26.66%) x 50%) + ($20 million x (100% - 33.32%) x 50%)] is reinsured under one or more Other
YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy
risk amount, $3,000,000 is retained by THE COMPANY and $12,000,000 is ceded to the THIRD-PARTY
REINSURERS.
If the face amount is increased to $40 million, the net amount at risk is increased to $35
million. In this instance, with respect to 50% of the policy risk amount addressed by this
Agreement, $1 million is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $5,498,000 i.e., [($10 million x 26.66% x 50%) + ($25 million x
33.32% x 50%)] is reinsured under this Agreement, and $11,002,000 i.e., [($10 million x (80% -
26.66%) x 50%) + ($25 million x (100% - 33.32%) x 50%)] is reinsured under one or more Other
YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy
risk amount, $3,500,000 is retained by THE COMPANY and $14,000,000 is ceded to the THIRD-PARTY
REINSURERS.
Example 3 - The policy amount is $10.5 million, the contract fund is $500,000 and the net
amount at risk is $10 million. With respect to 50% of the policy risk amount addressed by this
Agreement, $1 million is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $1,333,000 i.e., ($10 million x 26.66%) x 50%) is reinsured under
this Agreement, and $2,667,000 i.e., ($10 million x (80% - 26.66%) x 50%) is reinsured under
one or more Other YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining
50% of the policy risk amount, $1 million is retained by THE COMPANY and $4 million is ceded to
the THIRD-PARTY REINSURERS.
There is no other insurance retained by M Life Insurance Company on the same insured. If the
face amount is increased to $11 million, the net amount at risk is increased to $10.5 million.
In this instance, with respect to 50% of the policy risk amount addressed by this Agreement, $1
million is reinsured with M Life Insurance Company under the Modco Agreement as described in
the Preamble, $1,416,300 i.e., [($10 million x 26.66% x 50%) + ($500,000 x 33.32% x 50%)] is
reinsured under this Agreement, and $2,833,700 i.e., [($10 million x (80% - 26.66%) x 50%) +
($500,000 x (100% - 33.32%) x 50%)] is reinsured under one or more Other YRT Agreements with
THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy risk amount,
$1,050,000 is retained by THE COMPANY and $4,200,000 is ceded to the THIRD-PARTY REINSURERS.
b. Decrease in Policy Net Amount at Risk - (Assumes M Life Insurance Company has capacity to retain its 10%
share up to its retention limit) - An amount equal to the YRT Percentage, as defined in
Schedule A, times 50% of the new policy net amount at risk will be reinsured under this
Agreement. In addition, an amount equal to X% times 50% of the new policy net amount at risk
will be reinsured under one or more Other YRT Agreements with THIRD-PARTY REINSURERS, where X
is derived as defined in Section 6a above.
Example 4 - The policy amount is $2 million, the contract fund is $400,000 and the net amount
at risk is $1.6 million. With respect to 50% of the policy risk amount addressed by this
Agreement, $160,000 is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $213,280 i.e., ($1.6 million x 26.66% x 50%) is reinsured under this
Agreement, and $426,720 i.e., ($1.6 million x (80% - 26.66%) x 50%) is reinsured under one or
more Other YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of
the policy risk amount, $160,000 is retained by THE COMPANY and $640,000 is ceded to the
THIRD-PARTY REINSURERS.
If the face amount is decreased to $1 million, the net amount at risk is decreased to
$600,000. In this instance, with respect to 50% of the policy risk amount addressed by this
Agreement, $60,000 is reinsured with M Life Insurance Company under the Modco Agreement, as
described in the Preamble, $79,980 i.e., ($600,000 x 26.66% x 50%) is reinsured under this
Agreement, and $160,020 i.e., ($600,000 x (80% - 26.66%) x 50%) is reinsured under one or more
Other YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the
policy risk amount, $60,000 is retained by THE COMPANY and $240,000 is ceded to the THIRD-PARTY
REINSURERS.
Example 5 - The policy amount is $40 million, the contract fund is $5 million and the net
amount at risk is $35 million. With respect to 50% of the policy risk amount addressed by this
Agreement, $1 million is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $5,498,000 i.e., [($10 million x 26.66% x 50%) + ($25 million x
33.32% x 50%)] is reinsured under this Agreement, and $11,002,000 i.e., [($10 million x (80% -
26.66%) x 50%) + ($25 million x (100% - 33.32%) x 50%)] is reinsured under one or more Other
YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy
risk amount, $3,500,000 is retained by THE COMPANY and $14,000,000 is ceded to the THIRD-PARTY
REINSURERS.
If the face amount is decreased to $35 million, the net amount at risk is decreased to $30
million. In this instance, with respect to 50% of the policy risk amount addressed by this
Agreement, $1 million is reinsured with M Life Insurance Company under the Modco Agreement as
described in the Preamble, $4,665,000 i.e., [($10 million x 26.66% x 50%) + ($20 million x
33.32% x 50%)] is reinsured under this Agreement, and $9,335,000 i.e., [($10 million x (80% -
26.66%) x 50%) + ($20 million x (100% - 33.32%) x 50%)] is reinsured under one or more Other
YRT Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy
risk amount, $3,000,000 is retained by THE COMPANY and $12,000,000 is ceded to the THIRD-PARTY
REINSURERS.
Example 6 - The policy amount is $11 million, the contract fund is $500,000
and the net amount at risk is $10.5 million. With respect to 50% of the policy risk amount,
$1 million is reinsured with M Life Insurance Company under the Modco Agreement as described in
the Preamble, $1,416,300 i.e., [($10 million x 26.66% x 50%) + ($500,000 x 33.32% x 50%)] is
reinsured under this Agreement, and $2,833,700 i.e., [($10 million x (80% - 26.66%) x 50%) +
($500,000 x (100% - 33.32%) x 50%)] is reinsured under one or more Other YRT Agreements with
THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy risk amount,
$1,050,000 is retained by THE COMPANY and $4,200,000 is ceded to the THIRD-PARTY REINSURERS.
If the face amount is decreased to $10.5 million, the net amount at risk is decreased to $10
million. In this instance, with respect to 50% of the policy risk amount, $1 million is
reinsured with M Life Insurance Company under the Modco Agreement as described in the Preamble,
$1,333,000 i.e., ($10 million x 26.66% x 50%) is reinsured under this Agreement, and
$2,667,000 i.e., ($10 million x (80% - 26.66%)x 50%) is reinsured under one or more Other YRT
Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy risk
amount, $1 million is retained by THE COMPANY and $4 million is ceded to the THIRD-PARTY
REINSURERS.
c. Termination of a non-MPVUL Policy which Results in Additional Capacity at M Life Insurance Company - The
portion of the policy net amount at risk reinsured under this Agreement will be decreased by
the amount of additional capacity at the M Life Insurance Company made available by the
termination of the non-MPVUL policy.
Example 7 - The policy amount is $2 million, the contract fund is $400,000 and the net amount
at risk is $1.6 million. With respect to 50% of the policy risk amount, $0 is reinsured with M
Life Insurance Company under the Modco Agreement as described in the Preamble (because the M
Life Insurance Company retention limit was reached entirely as a result of a non-MPVUL policy),
$266,560 i.e., ($1.6 million x 33.32% x 50%) is reinsured under this Agreement, and $533,440
i.e., ($1.6 million x (100% - 33.32%) x 50%) is reinsured under one or more Other YRT
Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy risk
amount, $160,000 is retained by THE COMPANY and $640,000 is ceded to the THIRD-PARTY REINSURERS.
If the non-MPVUL policy is terminated, thereby making available an additional 10% capacity at
the M Life Insurance Company, then that capacity will be utilized for the $2 million MPVUL
policy. In that instance, the policy amount is $2 million, the contract fund is $400,000 and
the net amount at risk is $1.6 million. With respect to 50% of the policy risk amount $160,000
is reinsured with the M Life Insurance Company under the Modco Agreement as described in the
Preamble, $213,280 i.e., ($1.6 million x 26.66% x 50%) is reinsured under this Agreement and
$426,720 i.e., ($1.6 million x (80% - 26.66%) x 50%) is reinsured under one or more Other YRT
Agreements with THIRD-PARTY REINSURERS. With respect to the remaining 50% of the policy risk
amount, $160,000 is retained by THE COMPANY and $640,000 is ceded to the THIRD-PARTY REINSURERS.
In witness of the above, THE COMPANY and THE REINSURER have by their respective officers executed and delivered
this Agreement in duplicate on the dates indicated below, with an effective date of January 1, 2006 .
------------------------------------------------------------ -------------------------------------------------------
PRUCO LIFE INSURANCE COMPANY SCOTTISH RE (U.S.) INC.
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
----------------------------------------------------------- --------------------------------------------------------
Amendment #2
to the
AUTOMATIC
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE December 15, 2003
Between
PRUCO LIFE INSURANCE COMPANY
(THE COMPANY)
And
SCOTTISH RE (U.S.), INC.
(THE REINSURER)
The parties hereby agree to the following:
1. Section 18, CLAIMS, shall be replaced by the following:
a. NOTIFICATION OF CLAIMS. THE COMPANY will notify THE REINSURER as soon as reasonably possible after THE
COMPANY receives a claim for a policy reinsured under this Agreement. In addition, THE COMPANY will
provide THE REINSURER with identification of contestable claims along with the relevant
documentation, including but not limited to, claim proofs, for all claims incurred within the first
two policy years and on incontestable policies where THE REINSURER's net amount at risk is in
excess of $25,000.
After THE COMPANY has received all proper claim proofs and paid the claim, THE COMPANY will notify
THE REINSURER that a claim is due under this Agreement. THE COMPANY will send to THE REINSURER an
itemized statement of amounts due THE COMPANY under this Agreement along with all relevant
information with respect to the claim, including the claim proofs not already provided. However,
for incontestable claims, claim proofs will not be required by THE REINSURER if THE REINSURER's net
amount at risk is less than or equal to $25,000 and THE COMPANY has paid the claim. In such cases,
THE COMPANY will provide THE REINSURER with the cause of death.
b. AMOUNT AND PAYMENT OF BENEFITS As soon as THE REINSURER receives proper claim notice and any required
proof of the claim, reinsurance benefits are due and payable to THE COMPANY. THE REINSURER is
bound by THE COMPANY's decisions regarding settlement of all claims. Payment of the benefits by
THE REINSURER will be made in a single sum, regardless of THE COMPANY's settlement options. The
maximum benefit payable to THE COMPANY under each reinsured policy is the amount specifically
reinsured with THE REINSURER. In the event that THE REINSURER has not paid reinsurance benefits to
THE COMPANY within sixty days of the due date, THE COMPANY may charge interest on the amount due at
an interest rate equal to the London Interbank Offer Rate, U.S. denomination-Fixed Three-month,
(LIBOR), as of when the payment was due. In addition, in the event that reinsurance benefits are
sixty days past due, THE COMPANY may recapture the reinsurance as described in Section 21.
c. LIVING NEEDS BENEFITS. Living Needs Benefit claims will be administered in the same way as a death
claim and Living Needs Benefit claims, both full and partial, will be specifically identified as
such on the lists of claims paid.
d. CLAIM SETTLEMENTS. THE REINSURER agrees that THE COMPANY will use its standard claim practices and
guidelines, as updated from time to time, in the adjudication of all claims on policies reinsured
under this Agreement. THE REINSURER has the right to inspect, at the COMPANY's offices, the
COMPANY's written claims practices and guidelines. Once THE REINSURER has been notified of a
contstable claim in accordance with subsection a. of this 'CLAIMS' section, THE REINSURER will have
two business days to review the information and offer its advice to THE COMPANY as to whether the
claim should be paid or denied. If there is a disagreement between THE COMPANY and THE REINSURER
as to whether THE COMPANY should pay or deny the claim, THE COMPANY will make a reasonable effort
to secure mutual agreement between the parties. Any advice offered by THE REINSURER will not be
binding on THE COMPANY.
THE COMPANY will advise THE REINSURER of any intention to contest a claim involving a policy
reinsured hereunder and provide THE REINSURER with copies of all relevant documents. THE REINSURER
may choose not to participate in the contest of a contestable claim. THE REINSURER will have 10
business days to communicate its decision whether to participate in the contested claim. If THE
REINSURER chooses not to participate, it will discharge its liability by immediately paying to THE
COMPANY the full amount of THE REINSURER's liability on the portion of the policy reinsured under
this Agreement, regardless of any subsequent outcome of such contest.
f. CLAIM EXPENSES. THE REINSURER will pay its share of any interest paid by THE COMPANY on any claim
payment. In addition, THE REINSURER will not pay its share of the unusual expense of THE COMPANY
of investigating and adjudicating contestable claims, including investigation expenses and
compensation expenses charged by THE COMPANY's Special Investigation Unit. Such Special
Investigation Unit expenses will not increase more than 5% per year of the current hourly rate ($39
for 2005) of contestable claim investigation. The term "unusual expense" shall mean all expenses
of THE COMPANY associated with the contestable claim other than normal and customary claim
administration expenses that are commonly incurred with the normal and customary settlement of
non-contestable claims. Also, expenses incurred in connection with a dispute or contest arising out
of conflicting claims of entitlement to policy proceeds or benefits that THE COMPANY admits are
payable are not a claim expense under this Agreement. Notwithstanding the above, THE REINSURER
will not be liable for any portion of interest or unusual expenses for any period of time after THE
REINSURER has notified THE COMPANY of its decision not to participate in a contested, compromised
or litigated claim.
g. EXTRACONTRACTUAL DAMAGES. In no event will THE REINSURER participate in extra-contractual damages or
penalties that are awarded against THE COMPANY as a result of an act, omission or course of conduct
committed by THE COMPANY in connection with the reinsurance or a claim covered under this
Agreement. The parties recognize that circumstances may arise in which equity would require THE
REINSURER, to the extent permitted by law, to share proportionately in certain assessed damages.
Such circumstances are difficult to define in advance, but would generally be those situations in
which THE REINSURER was an active party and agreed in writing with the act or course of conduct of
THE COMPANY that ultimately resulted in the assessment of damages. If, however, extra-contractual
damages are awarded solely or partly as a result of THE COMPANY having contested the claim, and THE
REINSURER had agreed to participate in that contest, then THE REINSURER will reimburse THE COMPANY
for its share of the portion of the damages awarded as a result of THE COMPANY having contested the
claim. The Reinsurer will not be responsible for reimbursing THE COMPANY for the portion of the
damages awarded for any other reason. When the damages awarded are shared, THE COMPANY and THE
REINSURER would share such damages assessed in equitable proportions.
In witness of the above, THE COMPANY and THE REINSURER have by their respective officers executed and delivered
this Agreement in duplicate on the dates indicated below, with an effective date of April 11, 2005.
------------------------------------------------------------ -------------------------------------------------------
PRUCO LIFE INSURANCE COMPANY SCOTTISH RE (U.S.) INC.
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
----------------------------------------------------------- --------------------------------------------------------
Amendment #3
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE December 15, 2003
Between
PRUCO LIFE INSURANCE COMPANY
(THE COMPANY)
And
SCOTTISH RE (U.S.), INC.
(THE REINSURER)
The parties hereby agree to the following:
Section 28, CONFIDENTIALITY, shall be replaced by the following:
28. CONFIDENTIALITY
THE REINSURER and THE COMPANY agree to regard and preserve as confidential all information and
material which is related to the reinsured business and/or customers that may be obtained by
either party from any source as a result of this Agreement. Neither party will, without first
obtaining the other party's prior written consent disclose to any person, firm or enterprise,
or use for its own benefit or for the benefit of any third party any Confidential Information
or Personal Information (as defined below). "Confidential Information" includes, but is not
limited to any and all financial data, statistics, programs, research, developments,
information relating to insurance and financial products, planned or existing computer systems
architecture and software, data, and information of either party as well as third party
confidential information to which THE COMPANY has access. "Personal Information" includes all
information provided by or at the direction of THE COMPANY about a customer of THE COMPANY or
an affiliate of THE COMPANY, including but not limited to name, address, telephone number,
email address, account or policy information, and any list or grouping of customers.
Notwithstanding the foregoing, the provisions of this 'CONFIDENTIALITY' section shall not apply
with respect to disclosing of the Product, the Specifications and/or Confidential Information
which is already known to the other party or becomes publicly known through no wrongful act of
either party; or is received from a third party without similar restriction and without breach
of this Agreement; or is independently developed by either party; or is approved for release by
written authorization of the other party; or is placed in or becomes part of the public domain
pursuant to or by reason of operation of law. The foregoing exceptions do not apply to the
disclosure of Personal Information, which may not be disclosed without THE COMPANY's prior
written consent, except as noted elsewhere in this 'CONFIDENTIALITY' section.
The provisions of this 'CONFIDENTIALITY' section regarding Confidential Information shall
survive the termination of the parties' obligations under this Agreement for a period of two
years, and the provisions of this 'CONFIDENTIALITY' section regarding Personal Information
shall survive the termination of the parties' obligations under this Agreement up to and
including destruction of the Personal Information.
THE REINSURER acknowledges that in the course of its engagement by THE COMPANY, THE REINSURER
may receive or have access to Personal Information. In recognition of the foregoing, THE
REINSURER covenants and agrees that:
o It will keep and maintain all Personal Information in strict confidence, using such degree of
care as is appropriate to avoid unauthorized use or disclosure:
o It will use and disclose Personal Information solely for the purposes for which such
information, or access to it, is provided pursuant to the terms of this Agreement, and
will not use or disclose such information for THE REINSURER's own purposes or for the
benefit of anyone other than THE COMPANY, except that THE REINSURER may use Personal
Information for its own internal risk management;
o It will not, directly or indirectly, disclose Personal Information to anyone outside THE
REINSURER, except with THE COMPANY's prior written consent as permitted under the
terms of this Agreement. However, THE REINSURER shall be permitted to disclose
Personal Information, without the COMPANY's prior written consent, if the proposed
recipient of Personal Information has agreed in writing to protect the Personal
Information to substantially similar standards as the standards of this section, in
the following circumstances: (1) for purposes of retrocession or securitization of the
reinsured business; (2) during the course of external audits; (3) to consult any tax
advisor regarding the U.S. federal income tax treatment or tax structure of this
Agreement; or (4) to subcontractors or affiliates of THE REINSURER that require
Personal Information in order to provide services to THE REINSURER.
o It shall, upon the earlier of (i) completion of an engagement or termination of this Agreement,
(ii) determination that it has no need for Personal Information, or (iii) at any time
THE COMPANY requests, dispose of all records, electronic or otherwise (including all
backup records and/or other copies thereof) regarding or including any Personal
Information that THE REINSURER may then possess or control. Notwithstanding the
preceding sentence, THE REINSURER may retain one copy of the Personal Information if
it is required to do so by applicable law, regulation, or its written records
retention program. All such Personal Information shall be protected as required by
this section, which shall survive termination of this Agreement. Disposal may be
achieved, at THE COMPANY's option, through prompt delivery of the records to THE
COMPANY or destruction pursuant to THE REINSURER'S written policy governing such
destruction and in a manner that renders the records unreadable and undecipherable by
any means. THE REINSURER agrees to destroy all such Personal Information at
expiration of period for which it is required to retain Personal Information to the
standard of this Agreement. Upon any occurrence of (i), (ii), or (iii) above, THE
REINSURER shall promptly certify in writing to THE COMPANY, in a form acceptable to
THE COMPANY and executed by an authorized officer of THE REINSURER, that all such
Personal Information has been destroyed or returned.
THE REINSURER certifies that its treatment of Personal Information is in compliance with
applicable laws and/or regulations with respect to privacy and data security and that it has
implemented and currently maintains an effective information security program to protect
Personal Information. The information security program shall seek to reasonably:
(a) to protect the security and confidentiality of Personal Information;
(b) to protect against any anticipated threats or hazards to the security or integrity of such
Personal Information; and
(c) to protect against unauthorized access to, destruction, modification, disclosure, or use of
Personal Information which could result in substantial harm or inconvenience to THE
COMPANY or its affiliates, or to any person who may be identified by such Personal
Information.
In the event that THE REINSURER is in material breach of any provisions of this provision, it
shall immediately advise THE COMPANY and take steps to remedy such breach.
Except as required by law, THE REINSURER will not disclose Information to third parties without
the consent of THE COMPANY; however, THE COMPANY agrees that THE REINSURER may, in the normal
course of its business, share Information with other insurance and reinsurance companies
("Retrocessionaires") to the extent necessary to retrocede risk to the Retrocessionaires, so
long as the Retrocessionaires have agreed to maintain the confidentiality of the Information on
terms substantially similar to this Agreement.
In the event THE REINSURER is required by court order or other legislative, judicial, or
administrative process to disclose Information, THE REINSURER agrees to provide THE COMPANY
with prompt notice of the order or process so THE COMPANY has an opportunity to obtain a
protective order or other relief.
In witness of the above, THE COMPANY and THE REINSURER have by their respective officers executed and
delivered this Agreement in duplicate on the dates indicated below, with an effective date of October
1, 2007.
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PRUCO LIFE INSURANCE COMPANY SCOTTISH RE (U.S.), INC.
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
By:________________________________ By:______________________________
Title:_______________________________ Title:_____________________________
Date:_______________________________ Date:_____________________________
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