Amendment #1
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE March 1, 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 5, JUMBO LIMIT, shall be replaced by the following:
For any policy to be reinsured under automatic reinsurance, the total amount of insurance in force and applied
for in all companies will not exceed the following amounts:
US/Canadian Residents- No Foreign Travel
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Pref. Best - Class D Class E - H
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Ages: 18 - 80 $75,000,000 $75,000,000
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81 - 85 $30,000,000 $30,000,000
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86 - 90 $10,000,000 $10,000,000
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Note: When a policy is reinsured under automatic reinsurance and the total amount in force and applied for in
all companies exceeds $50,000,000, THE REINSURER must be notified.
US/Canadian Residents - Foreign Travel
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No Substandard Rating Class A - E Greater than Class
E
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Ages: 18 - 75 $35,000,000 $35,000,000 None
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00 - 00 Xxxx Xxxx Xxxx
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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, and is effective for policies issued as of June 23, 2003.
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PRUCO LIFE INSURANCE COMPANY SCOTTISH RE (U.S.), INC.
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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Amendment #2
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE March 1, 2003
Between
PRUCO LIFE INSURANCE COMPANY
And
SCOTTISH RE (U.S.), INC.
This is an ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (the "Assignment"), dated as of December 1, 2004, by and
among PRUCO LIFE INSURANCE COMPANY (the "Assignor"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the "Assignee"), and
SCOTTISH RE (U.S.), INC. (the "Reinsurer").
WHEREAS, the Reinsurer provides reinsurance coverage to the Assignor in accordance with the terms of the
reinsurance agreement referenced above (the "Reinsurance Treaty"); and
WHEREAS, the parties hereto desire to execute this Assignment to evidence the assignment by the Assignor and
assumption by the Assignee of the Assignor's rights and obligations under the Reinsurance Treaty and to effect a full and
final release of the Assignor's rights and obligations under the Reinsurance Treaty effective as of 12:00 a.m., Eastern
Time, December 1, 2004 (the "Effective Time").
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto
agree to the following:
1.Assignor Assignment of Interests to Assignee. The Assignor hereby transfers, conveys, assigns and sets over to the Assignee,
its successors and assigns, all of its rights, obligations, liabilities, title and interest in the Reinsurance Treaty,
all effective as of the Effective Time, including those incurred, accrued, or otherwise occurring or arising prior to the
Effective Time.
2. Assignee Assumption of Interests from Assignor. Effective as of the Effective Time, the Assignee hereby assumes all
of the rights and interests of the Assignor under the Reinsurance Treaty and undertakes to pay, perform and discharge, or
cause to be paid, performed or discharged, all of the liabilities and obligations of the Assignor under the Reinsurance
Treaty, including those rights, interests, obligations, and liabilities incurred, accrued, or otherwise occurring or
arising prior to the Effective Time. It is the intention of the parties that:
a. The Assignee shall be substituted for the Assignor under the Reinsurance Treaty, in the Assignor's name,
place and stead; and
b. The Assignor shall be deemed to have ceased to be a party to, or the ceding company under, the Reinsurance Treaty and shall
have released all of its rights and interests, and shall have been discharged from all obligations and
liabilities thereunder to the Reinsurer; and
c. The Reinsurer will conduct business solely with the Assignee, or its designee, with respect to the
performance of any and all obligations and liabilities under the Reinsurance Treaty.
3. Reinsurer Consent. Notwithstanding anything to the contrary set forth in the Reinsurance Treaty, the Reinsurer
consents to the assignment and assumption set forth in Sections 1 and 2 above.
4.Reinsurer Release of Assignor. Without altering, diminishing or in any other way affecting any or all of the rights, interests,
liabilities and obligations of the Assignor under the Reinsurance Treaty assigned to the Assignee hereunder, and
effective immediately after such assignment to the Assignee, as of the Effective Time, the Reinsurer, in consideration of
the assumption by the Assignee set forth above and other valuable consideration, the receipt and adequacy whereof is
hereby acknowledged, irrevocably and unconditionally releases and discharges the Assignor and the Assignor's successors
and assigns from all liabilities, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and demands whatsoever, known or unknown, in law or equity, against the Assignor,
which the Reinsurer and the Reinsurer's predecessors, successors and assigns ever had, now have or hereafter can, shall
or may have, for, upon, or by reason of any rights of the Reinsurer under the Reinsurance Treaty, including any and all
of the Assignor's obligations incurred, accrued, or otherwise occurring or arising prior to the Effective Time. This
release under this Section 4 may not be changed orally.
5.Assignor Release of Reinsurer. Without altering, diminishing or in any other way affecting any or all of the rights, title
and interest of the Assignor under the Reinsurance Treaty assigned to the Assignee hereunder, and effective immediately
after such assignment to the Assignee, as of the Effective Time, the Assignor, in consideration of the consent by the
Reinsurer set forth above and other valuable consideration, the receipt and adequacy whereof is hereby acknowledged,
irrevocably and unconditionally releases and discharges the Reinsurer and the Reinsurer's predecessors, successors and
assigns from all liabilities, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, known or unknown, in law or equity, against the Reinsurer, which the
Assignor ever had, now has or hereafter can, shall or may have, for, upon, or by reason of any rights of the Assignor
under the Reinsurance Treaty. This release under this Section 5 may not be changed orally.
6. Further Assurances. At any time and from time to time after the Effective Time, at the request of the Assignee, or
of the Reinsurer with the consent of the Assignee, which consent shall not be unreasonably withheld or delayed, and
without further consideration, the Assignor shall execute and deliver such other instruments of sale, transfer,
conveyance, assignment and confirmation and take such other action as either the Assignee or the Reinsurer (with such
consent) may reasonably request as necessary or desirable in order to more effectively transfer, convey and assign to the
Assignee the Reinsurance Treaty.
7.Amendment of Reinsurance Treaty. The Reinsurer and the Assignee agree that the Reinsurance Treaty is amended as of the Effective
Time as provided in Exhibit A attached hereto.
8. Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of the Reinsurer, the
Assignor and the Assignee and their respective predecessors, successors and assigns, if any. The parties do not intend
to create any third party beneficiaries under this Assignment
9.Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the state of New Jersey without
giving effect to its principles or rules of conflict of laws thereof. Any amendment to the Reinsurance Treaty set forth
herein shall be subject to the arbitration provision of the Reinsurance Treaty.
10. Counterparts. This Assignment may be signed in multiple counterparts. Each counterpart shall be considered an
original instrument, but all of them in the aggregate shall constitute one agreement.
In witness of the above, the Assignor, the Assignee, and the Reinsurer have by their respective officers executed and
delivered this Assignment in triplicate on the dates indicated below, with an effective date of December 1, 2004.
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PRUCO LIFE INSURANCE COMPANY SCOTTISH RE (U.S.), INC.
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By:_/s/_______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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By:_/s/______________________________ By:_/s/_____________________________
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Title:_______________________________ Title:_____________________________
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Date:_______________________________ Date:_____________________________
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
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By:_/s/_______________________________
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Title:_______________________________
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Date:_______________________________
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By:_/s/_______________________________
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Title:_______________________________
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Exhibit A
1. The INSOLVENCY provision of this Agreement is deleted in its entirety and is replaced by the following:
INSOLVENCY:
For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if one or more of the
following occurs:
a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer
takes possession of the property or assets of either THE COMPANY or THE REINSURER; or
b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation,
bankruptcy or similar status pursuant to the laws of any state or of the United States; or
c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as
defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the
case may be.
In the event of the insolvency of THE COMPANY, all recoverables under all reinsurance ceded, renewed or otherwise
becoming effective under this Agreement shall be payable by THE REINSURER directly to THE COMPANY or to its
liquidator, receiver, or statutory successor on the basis of the liability of THE COMPANY under the contract or
contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that
in the event of the insolvency of THE COMPANY, the liquidator or receiver or statutory successor of the insolvent
Company shall give written notice of the pendency of a claim against THE COMPANY on the policy reinsured within a
reasonable time after such claim is filed in the insolvency proceeding, and during the pendency of such claim THE
REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to
be adjudicated any defense or defenses which it may deem available to THE COMPANY or is liquidator or receiver or
statutory successor.
In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by
its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions,
THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after
the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE
REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE
COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded
business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall
be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor.
If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY's
right of recapture in Section 19 of this Agreement will be triggered unless THE REINSURER elects to, and does,
provide, on a timely basis, security in the form of a trust for the benefit of THE COMPANY. If THE REINSURER
elects to furnish security in the form of a trust, to avoid THE COMPANY's right of recapture under Section 19 of
this Agreement, the trust must meet the requirements set forth in Section 15 of Schedule A attached hereto.
2. Any and all references in this Agreement to the jurisdiction in which THE COMPANY is domiciled or organized shall
read as if to refer to the State of New Jersey.
3. If the GOVERNING LAW provision of this Agreement does not provide for the application of New Jersey law, that
provision shall be changed to read as follows:
GOVERNING LAW:
This Agreement shall be governed by the laws of the State of New Jersey without giving effect to the
principles of conflicts of laws thereof.
4. Any and all references in this Agreement to THE REINSURER being licensed or authorized in a given jurisdiction
shall be read as if to refer to the State of New Jersey. If this Agreement contains no such reference, then THE
REINSURER hereby represents that it is authorized to do business in the State of New Jersey.
