Exhibit 7(h)
Amendment No. 2
Effective as of May 1, 2007, American Skandia Life Assurance Corporation
("Reinsured") and Pruco Reinsurance Ltd. ("Reinsurer") amend the Amended and
Restated Automatic Coinsurance Agreement effective as of December 31, 2004 (the
"Agreement"), reinsuring the Guaranteed Return Option (GRO) benefit riders
written by the Reinsured as indicated below. This Amendment shall be attached
to and become a part of the Agreement. All terms not otherwise defined herein
are defined in the Agreement.
Article V - Payments by Reinsurer is deleted and replaced with the following:
Benefits: As more fully described on Schedule B, the Reinsurer will pay the
Reinsured the remaining obligation under the GRO benefit rider on the
maturity date of the guarantee, to the extent that the guarantee exceeds the
contract's account value, subject to the limits defined in Schedule A (2).
Article IX - General Provisions, paragraph 5 is amended to include the
following at the end:
No assignment or transfer shall be effective unless such assignment or
transfer is (i) filed with the Reinsured's appropriate domiciliary
regulator(s) at least 30 days prior to the proposed effective date, (ii) not
disapproved, (iii) made in writing, and (iv) signed by the parties hereto.
Article IX - General Provisions, paragraph 8 is amended to include the
following at the end of the second paragraph:
Failure to give such notice shall not excuse the obligation of the Reinsurer
unless it is substantially prejudiced thereby.
Article XIII - Duration of Agreement, paragraph 1 is amended to include the
following at the end:
No termination shall be effective unless such termination is (i) filed with
the Reinsured's appropriate domiciliary regulator(s) at least 30 days prior
to the proposed effective date, (ii) not disapproved, (iii) made in writing,
and (iv) signed by the parties hereto.
SCHEDULE B - Monthly Settlement Report, paragraph B - Due Reinsured is amended
to read as follows:
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This Amendment does not alter, amend or modify the Agreement other than as set
forth herein, and it is otherwise subject to all the terms and conditions of
the Agreement together with all amendments and supplements thereto. This
Amendment may be executed in counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same agreement.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
BY: -------------------------
NAME: -------------------------
TITLE: -------------------------
DATE: -------------------------
PRUCO REINSURANCE LTD
BY: -------------------------
NAME: -------------------------
TITLE: -------------------------
DATE: -------------------------
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