Amendment #1
to the
AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT
EFFECTIVE September 30, 2002
Between
PRUCO LIFE INSURANCE COMPANY
And
MUNICH AMERICAN REASSURANCE COMPANY
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 MUNICH AMERICAN REASSURANCE
COMPANY (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. 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. 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, including any and all of the Reinsurer's obligations
incurred, accrued, or otherwise occurring or arising prior to the Effective Time. 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 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 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 MUNICH AMERICAN REASSURANCE COMPANY
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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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Date:_______________________________
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Exhibit A
1. The INSOLVENCY provision of the Reinsurance Treaty 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 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. The expense thus incurred by THE REINSURER shall be payable, subject to court approval,
out of the estate of the insolvent company as part of the expense of the receivership to the extent of a proportionate share
of the benefit which may accrue to the ceding insurer in receivership, solely as a result of the defense undertaken by THE
REINSURER.
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.
2. Any and all references in the Reinsurance Treaty 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 the Reinsurance Treaty 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 the Reinsurance Treaty 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 the Reinsurance Treaty contains no such reference, then THE REINSURER
hereby represents that it is authorized to do business in the State of New Jersey.
