Exhibit 10.9






Exhibit
10.9



AUTOMATIC YRT REINSURANCE

AGREEMENT




(hereinafter referred to as the “Agreement”)




between




CICA Life Insurance Company of America




of




Denver, Colorado




(hereinafter referred to as the “Company” and “you”)




and




Mapfre Re Compania de Reaseguros, S.A.




of




Madrid, Spain




(hereinafter referred to as the “Reinsurer”, “we”, and “us”)




Mapfre
— CICA Life Reinsurance 1-1-09 FINAL

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TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I — PREAMBLE

	 	 	4	 
	1. PARTIES TO THIS AGREEMENT

	 	 	4	 
	2. EFFECTIVE DATE

	 	 	4	 
	3. REGULATORY COMPLIANCE

	 	 	4	 
	4. CONSTRUCTION

	 	 	4	 
	5.  ENTIRE AGREEMENT

	 	 	4	 
	6. SEVERABILITY

	 	 	5	 
	7. SURVIVAL

	 	 	5	 
	8. NON-WAIVER

	 	 	5	 
	 
	 	 	 	 
	ARTICLE II — REINSURANCE COVERAGE

	 	 	6	 
	1. SCOPE OF COVERAGE

	 	 	6	 
	2. AUTOMATIC REINSURANCE

	 	 	6	 
	3. FOREIGN RISKS

	 	 	7	 
	4. FACULTATIVE REINSURANCE

	 	 	8	 
	5.  BASIS OF REINSURANCE

	 	 	8	 
	 
	 	 	 	 
	ARTICLE III — PROCEDURES

	 	 	9	 
	1. AUTOMATIC REINSURANCE

	 	 	9	 
	2. FACULATATIVE REINSURANCE

	 	 	9	 
	3. POLICY EXPENSES

	 	 	9	 
	4. REFERENCE MATERIALS

	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV — LIABILITY

	 	 	10	 
	1. LIABILITY

	 	 	10	 
	2. COMMENCEMENT OF AUTOMATIC LIABILITY

	 	 	10	 
	3. COMMENCEMENT OF FACULATIVE LIABILITY

	 	 	10	 
	4. CONDITIONAL RECEIPT LIABILITY

	 	 	10	 
	5.  CONTINUATION OF LIABILITY

	 	 	11	 
	6. SALE, ASSIGNMENT, OR TRANSFER OF COVERAGE

	 	 	11	 
	 
	 	 	 	 
	ARTICLE V — REINSURANCE RATES AND PAYMENTS

	 	 	12	 
	1. REINSURANCE RATES

	 	 	12	 
	2. CURRENCY

	 	 	12	 
	3. PAYMENTS

	 	 	12	 
	4. PREMIUM TAX

	 	 	13	 
	5.  DACTAXELECTION

	 	 	13	 
	6. EXPERIENCE REFUND

	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI — CHANGES TO THE REINSURANCE

	 	 	15	 
	1. CHANGES TO THE UNDERLYING POLICY

	 	 	15	 
	2. INCREASES

	 	 	15	 
	3. EXTENDED TERM AND REDUCED PAID-UP INSURANCE

	 	 	15	 
	4. REDUCTIONS AND TERMINATIONS

	 	 	15	 
	5.  REINSTATEMENTS

	 	 	16	 
	6. CONVERSIONS, EXCHANGES, AND REPLACEMENTS

	 	 	16	 






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	ARTICLE VII — RECAPTURE

	 	 	18	 
	1. RETENTION LIMIT INCREASES

	 	 	18	 
	2. BASIS OF RECAPTURE

	 	 	18	 
	3. METHOD OF RECAPTURE

	 	 	18	 
	 
	 	 	 	 
	ARTICLE VIII — CLAIMS

	 	 	20	 
	1. NOTICE OF CLAIM

	 	 	20	 
	2. SETTLEMENT OF CLAIMS

	 	 	20	 
	3. CONTESTED CLAIMS

	 	 	20	 
	4. CLAIM EXPENSES

	 	 	21	 
	5.  OTHER NON-CLAIM LITIGATION EXPENSES

	 	 	21	 
	6. MISSTATEMENT OF AGE OR SEX

	 	 	22	 
	7. EXTRA-CONTRACTUAL DAMAGES

	 	 	22	 
	 
	 	 	 	 
	ARTICLE IX — OFFSET

	 	 	23	 
	 
	 	 	 	 
	ARTICLE X — ERRORS AND OMISSIONS

	 	 	24	 
	 
	 	 	 	 
	ARTICLE XI — DISPUTE RESOLUTION AND ARBITRATION

	 	 	25	 
	1. DISPUTE RESOLUTION

	 	 	25	 
	2. BASIS FOR ARBITRATION

	 	 	25	 
	3. ARBITARTION PROCEEDINGS

	 	 	25	 
	 
	 	 	 	 
	ARTICLE XII — INSOLVENCY

	 	 	27	 
	 
	 	 	 	 
	ARTICLE XIII — INSPECTION OF RECORDS

	 	 	28	 
	 
	 	 	 	 
	ARTICLE XIV — LETTER OF CREDIT

	 	 	29	 
	1.  RESERVE CREDIT

	 	 	29	 
	2. LETTER OF CREDIT DRAW

	 	 	29	 
	 
	ARTICLE XV — CONFIDENTIALITY

	 	 	30	 
	 
	 	 	 	 
	ARTICLE XVI — HOMICIDE BENEFIT LIMITATION

	 	 	31	 
	 
	 	 	 	 
	ARTICLE XVII — DURATION OF AGREEMENT

	 	 	32	 
	 
	 	 	 	 
	ARTICLE XVIII — INTERMEDIARY CLAUSE

	 	 	33	 
	 
	 	 	 	 
	ARTICLE XIX — EXECUTION OF THE AGREEMENT

	 	 	34	 






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ARTICLE I — PREAMBLE





	1.	 	PARTIES TO THIS AGREEMENT
	 
	 	 	This Agreement is for indemnity reinsurance and is solely between the Company and the Reinsurer (hereinafter referred to
collectively as the “parties”). The acceptance of risks under this Agreement will create no right or legal relationship
whatsoever between the Reinsurer and the insured, owner, beneficiary, or any other person having an interest of any kind in
any insurance policy or other contract reinsured under this Agreement.



This Agreement will be binding upon the parties and their respective successors and assigns.
	 
	2.	 	EFFECTIVE DATE
	 
	 	 	This Agreement is effective at 12:01 A.M. on the Effective Date shown in Exhibit A.I and
covers policies issued on and after that date. You may backdate policy issue dates for no more
than six months prior to the Effective Date.
	 
	3.	 	REGULATORY COMPLIANCE
	 
	 	 	Each party warrants that, to the best of its knowledge, it has secured all necessary federal and
state licenses and approvals and that it is operating in compliance with federal and state
insurance laws and regulations.
	 
	 	 	The parties intend that the Company will receive full statutory reserve credit in its state of
domicile for the business reinsured hereunder. The parties agree to make all reasonable efforts
to ensure that this is accomplished.
	 
	 	 	The Company represents that to the best of its knowledge and belief it is, and shall use its
best efforts to continue to be, in substantial compliance in all material respects with all
laws, regulations, and judicial and administrative orders applicable to the business reinsured
under this Agreement, including but not limited to the maintenance of an effective anti-money
laundering policy (hereinafter referred to collectively as the “Law”). Neither party shall be
required to take any action that would result in it being in violation of the Law, which for
purposes of companies subject to U.S. regulation shall include requirements enforced by the U.S.
Treasury Department Office of Foreign Asset Control. The parties acknowledge and agree that a
claim under this Agreement is not payable if payment would cause the Reinsurer to be in
violation of the Law. Should either party discover that a reinsurance payment has been made in
violation of the Law, it shall notify the other party and the parties shall cooperate in order
to take all necessary corrective actions, including but not limited to the return of payment to
the Reinsurer.
	 
	4.	 	CONSTRUCTION
	 
	 	 	The rights and obligations under this Agreement will be construed and administered in accordance
with the laws of your state of domicile stated in Exhibit A.II.
	 
	5.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement constitutes the entire agreement between the parties with respect to the business
reinsured hereunder. There are no other understandings or agreements between the parties
regarding the terms of reinsurance other than as expressed herein.




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	 	 	Any change or modification to this Agreement will be null and void unless made by written
amendment, attached to this Agreement and signed by both parties.
	 
	6.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is determined to be invalid or unenforceable, such
determination will not impair or affect the validity or the enforceability of the remaining
provisions of this Agreement.
	 
	7.	 	SURVIVAL
	 
	 	 	All provisions of this Agreement will survive its’ termination to the extent necessary to carry
out its purposes or to ascertain and enforce both parties’ rights or obligations hereunder
existing at the time of termination.
	 
	8.	 	NON-WAIVER
	 
	 	 	No waiver by either party of any violation or default by the other party in the performance of
any term or condition of this Agreement will be construed to be a waiver by such party of any
subsequent violation or default in the performance of the same or any other term or condition of
this Agreement. The failure of either party to enforce any part of this Agreement will not
constitute a waiver by such party of its rights to do so, nor will it be deemed to be an act of
ratification or consent.




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ARTICLE II — REINSURANCE COVERAGE





	1.	 	SCOPE OF COVERAGE
	 
	 	 	This Agreement applies to the individually underwritten ordinary life insurance policies and
supplementary benefits and riders attached thereto (hereinafter referred to collectively as
“policies”) listed in Exhibit A.III, Business Covered. You must have directly issued such
policies in accordance with your normal new business underwriting guidelines, including a
statement of good health, as shown in Exhibit A-I, Forms, Manuals, & Issue Rules, in accordance
with your normal conditional receipt guidelines as shown in Exhibit D-I, Internal Conditional
Receipt Procedures, and in accordance with the premium rates and policy forms as provided to us.
	 
	 	 	This Agreement does not cover the following unless specified elsewhere in this Agreement:






	 	1.1	 	Non-contractual conversions, rollovers, exchanges, or group conversions as provided in
Article VI.6, Conversions, Exchanges, and Replacements;
	 
	 	1.2	 	Business issued under any special program that you offer, including but not limited to
experimental underwriting or limited retention programs (e.g. cancer, diabetes, aviation,
or coronary risks) or under a program where full current evidence of insurability,
consistent with the amount of insurance, is not obtained, or where conventional
selection criteria are not applied in underwriting the risk (e.g. simplified issue, guaranteed
issue, COLI-type products, etc.);
	 
	 	1.3	 	Any conversion of a previously issued policy that had been reinsured with another
reinsurer; and
	 
	 	1.4	 	Any business issued to an insured who is not a citizen or permanent resident of the
United States, its possessions, or Canada, except as specified in Article II.3, Foreign
Risks below.






	2.	 	AUTOMATIC REINSURANCE
	 
	 	 	On or after the Effective Date of this Agreement, you will automatically cede to us our share of
the policies covered under this Agreement. We will automatically accept such reinsurance
provided that:






	 	2.1	 	You have retained the amount stipulated under Retention Limits shown in Exhibit A.VI
according to the age and mortality rating of the insured at the time of underwriting;
	 
	 	2.2	 	The total of the new reinsurance required, and the amount already reinsured on that life
under this Agreement and all other life agreements between the parties, does not exceed
the Automatic Acceptance Limits shown in Exhibit A.VII;
	 
	 	2.3	 	The risk is not characterized as a jumbo risk as defined in Exhibit A.VIII, Jumbo Risk;
	 
	 	2.4	 	The application is on a life for which you have not submitted an application on a
facultative basis (excluding facultative applications you submitted for excess of your
automatic binding capacity) to us or any other reinsurer unless the original reason for
submitting the application facultatively no longer applies; and




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	 	2.5	 	The policy has been issued using your normal new business underwriting guidelines. A
policy which has been issued as a “business decision” is not eligible for automatic
reinsurance unless the parties have agreed in advance to the basis for making such
business decisions. A “business decision” is any situation where a policy is issued
outside of your normal new business underwriting guidelines and includes, but is not
limited to:






a. Issuing a policy at a rating or risk class that is lower than would be justified by your
normal new business underwriting guidelines;




b. Issuing a policy for an amount of insurance that is higher than would be justified by
your normal new business underwriting guidelines and cash with application procedures;




c. issuing a policy that would be a decline or postpone according to your normal new
business underwriting guidelines.




	 	 	You may submit policies not meeting the above criteria to us for our consideration on a
facultative basis.
	 
	 	 	You will notify us in writing if you modify your Retention Limits shown in Exhibit A.VI. We
reserve the right to amend the Automatic Acceptance Limits shown in Exhibit A.VII if this
occurs, or if you participate in other arrangements to secure additional automatic binding
capacity. You may not reinsure the amount you retain on business covered by this Agreement, on
any basis, without prior notification to us.
	 
	 	 	This Agreement is based on information which you have provided to us. You agree to give us prior
written notice of changes in your issue limits, underwriting guidelines and other information
that directly affects reinsurance hereunder. We reserve the right to modify our reinsurance
terms as a result of such changes, as specified in Exhibit A-I, Forms, Manuals, & Issue Rules.
	 
	3.	 	FOREIGN RISKS
	 
	 	 	We will accept reinsurance automatically on policies issued to United States citizens living or working in
foreign countries outside of the United States, to foreign nationals residing in foreign countries, and to
non-U.S. citizens of foreign countries who are visiting the United States on temporary visas of at least two (2)
years duration, provided the following conditions are met:






	 	3.1	 	The parties have reached prior agreement on the foreign countries (i.e. countries other
than the United States, its possessions, or Canada) to ,be included, as well as whether
reinsurance will be accepted with or without a surcharge per the agreed guidelines shown
in Exhibit A-I, Forms, Manuals, & Issue Rules;
	 
	 	3.2	 	The total of the new reinsurance required, and the amount already reinsured on the life
under this Agreement and all other life agreements between the parties, does not exceed
the Automatic Acceptance Limits for foreign risks shown in Exhibit A.VII;
	 
	 	3.3	 	The risk is not characterized as a jumbo risk as defined in Exhibit A.VIII, Jumbo Risk;




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	 	3.4	 	The insured is not involved in private aviation outside of the United States; and
	 
	 	3.5	 	The insured is not a member of the armed forces, a government official, an editor
or journalist, a missionary, a political figure or a member of a political figure’s family, a
security personnel, a member of the judiciary, nor a trade union official.






	 	 	You may submit risks not meeting the above criteria to us for our consideration on a facultative
basis.
	 
	4.	 	FACULTATIVE REINSURANCE
	 
	 	 	If you receive an application for a policy covered under this
Agreement that does not meet the automatic coverage criteria listed in
Articles 11.2, Automatic Reinsurance, and rr.3, Foreign Risks, above,
you may submit the application to us facultatively for our
consideration. Such facultative applications will be limited to the
plans listed in Exhibit A.IX, Facultative Submissions.
	 
	 	 	Other relevant terms and conditions of this Agreement will apply to
those facultative offers we make which are accepted by you.
	 
	5.	 	BASIS OF REINSURANCE
	 
	 	 	Life reinsurance will be ceded on the Yearly Renewable Term plan for
the net amount at risk on the portion of the original policy that is
reinsured with us. The policies we accept either automatically or
facultatively will hereinafter be referred to as the “reinsured
policies.” The net amount at risk for any policy period will be
calculated as shown in Exhibit C.II, Net Amount at Risk.
	 
	 	 	Any differences in the basis of reinsurance or calculation of the net
amount at risk for riders or supplementary benefits ceded with life
benefits will be shown in Exhibit C.II, Net Amount at Risk.
	 
	 	 	You will not require us to participate in policy loans, dividends or
cash values on any policies reinsured under this Agreement.





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ARTICLE III — PROCEDURES





	1.	 	AUTOMATIC REINSURANCE
	 
	 	 	New reinsurance ceded, or changes to existing reinsurance, will be
shown on your periodic billing report(s), subject to Article V,
Reinsurance Rates and Payments and Exhibit B, Reinsurance
Administration, and therefore, no individual cession notification will
be necessary for placing automatic reinsurance.
	 
	 	 	Upon our request, you will send to us copies of the application,
underwriting papers and other papers on a life reinsured automatically
under this Agreement.
	 
	2.	 	FACULTATIVE REINSURANCE
	 
	 	 	To submit a risk for facultative consideration, you must send ns a
copy of your reinsurance application form. Unless specified elsewhere
in this Agreement, you must also send us copies of all underwriting
evidence that is available for risk assessment including, but not
limited to, copies of the application for insurance, medical
examiners’ reports, attending physicians’ statements, inspection
reports, and any other papers having a bearing on the insurability of
the risk. You will also notify us of any outstanding underwriting
requirements at the time of the facultative submission. Any subsequent
information you receive that is pertinent to the risk assessment will
be transmitted to us immediately.
	 
	 	 	After considering the reinsurance application and related papers, we
will promptly inform you of our underwriting decision. If we give you
an unconditional offer to reinsure a risk, you must notify our
underwriting department of your acceptance of our offer during the
lifetime of the insured and before the expiration date of our offer,
followed by documentation of such placement on your periodic billing
report. Our offer will remain open until the expiry date shown in our
offer. All offers of reinsurance made by us will terminate one hundred
and twenty (120) days from the date on which the offer was made,
unless otherwise specified by us in the facultative offer or if we
have extended the offer in writing for a further period. You may
request an extension of the expiry date, but a decision to extend will
be made at our sole discretion.
	 
	 	 	If you submit any risk to more than one reinsurer for consideration,
facultative placement will be based on the order of the responses
received from the reinsurers to whom the risk is submitted, first
offer in, taking into consideration the amount and rating you
requested.
	 
	3.	 	POLICY EXPENSES
	 
	 	 	You will bear the expenses of all medical examinations, inspection fees and other
charges incurred in connection with policy issues, reinstatements or reentries.
	 
	4.	 	REFERENCE MATERIALS
	 
	 	 	Upon request, you will provide us with any reference materials, which we may require for
proper administration of reinsurance ceded under this Agreement, as specified in Exhibit A-I,
Forms, Manuals, and Issue Rules.










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ARTICLE IV — LIABILITY





	1.	 	LIABILITY
	 
	 	 	Unless specified elsewhere in this Agreement, our liability for
reinsured policies is restricted to our share of your liability as
limited by the terms and conditions of the particular policy under
which you are liable.
	 
	 	 	Our liability to you on a reinsured policy will be based on the total
net amount at risk at the time of the insured’s death. Our liability
shall be equal to the total net amount at risk under the policy,
multiplied by the ratio of our liability to the total net amount at
risk under the policy at the time the reinsurance is placed. The
parties will share proportionately in any decrease in the net amount
at risk under the policy.
	 
	 	 	We may terminate our liability for any policies for which reinsurance
premium payments are in arrears, according to the terms set out in
Article V, Reinsurance Rates and Payments.
	 
	2.	 	COMMENCEMENT OF AUTOMATIC LIABILITY
	 
	 	 	Our liability for reinsurance placed automatically with us will begin and end
simultaneously with your liability for the underlying policy on which reinsurance is based,
subject to the provisions of Article VI, Changes to the Reinsurance and Article VII,
Recapture.
	 
	3.	 	COMMENCEMENT OF FACULTATIVE LIABILITY
	 
	 	 	If you have submitted a facultative application to us, our liability
will begin simultaneously with yours if (i) our underwriting
department has received notice from you, during the lifetime of the
insured and before the expiry date of our offer, that our offer has
been accepted, and (ii) you have placed the policy with the
insured/owner in accordance with your normal new business placement
practices and guidelines before the expiry date of our offer. You will
have until the expiry date shown in our final offer to place the
policy with the insured/owner, after which time our offer will expire
unless we explicitly state in writing that the offer is extended for
some further period.
	 
	 	 	If our offer depends on your approval of further information about the
risk, we will have no liability unless you have requested and approved
the information and documented your policy file accordingly.
	 
	4.	 	CONDITIONAL RECEIPT LIABILITY
	 
	 	 	Reinsurance coverage under a Conditional Receipt or a Temporary
Insurance Agreement will be limited to amounts you accept which are
within your usual cash-with-application procedures. A copy of your
Conditional Receipt or Temporary Insurance Agreement form is included
as Exhibit B-l.
	 
	 	 	Our liability for losses under the terms of any Conditional Receipt or
Temporary Insurance Agreement is subject to the limits shown in
Exhibit D, Conditional Receipt Liability.
	 
	 	 	We will have no liability for Conditional Receipts or Temporary
Insurance Agreements which are issued or administered outside of your
normal guidelines and procedures as specified in Exhibit D-l, Internal
Conditional Receipt Procedures.




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	5.	 	CONTINUATION OF LIABILITY
	 
	 	 	Notwithstanding any other provision in this Agreement, continuation of our liability is
conditioned on your payment of reinsurance rates as shown in Article V, Reinsurance Rates and
Payments and is subject to Article VI, Changes to the Reinsurance and Article VII, Recapture.
	 
	6.	 	SALE, ASSIGNMENT, OR TRANSFER OF COVERAGE
	 
	 	 	You may sell, assign or transfer policies reinsured under this
Agreement to another insurer. Should the sale, assignment or transfer
occur, you agree to require that the other insurer assume all of your
rights and obligations under this Agreement. We may object to any such
transfer, assumption or sale that would result in a material adverse
economic impact to us. If we so object, then the parties agree to
mutually calculate a termination charge that shall be paid upon the
sale, assignment or transfer, and this Agreement shall be terminated
with respect to all policies so sold, assigned, or transferred.
	 
	 	 	If we sell, assign, or transfer reinsurance under this Agreement to
another reinsurer, we agree to require that the other reinsurer assume
all of our rights and obligations under this Agreement. You may object
to any such transfer, assumption, or sale that would result in a
material adverse economic impact to you. If you so object, then you
may recapture all reinsurance on policies sold, assigned, or
transferred without penalty to you. The parties agree to mutually
calculate an amount to transfer at recapture. The provisions of this
section are not intended to preclude us from retroceding the
reinsurance on an indemnity basis.





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ARTICLE V — REINSURANCE RATES AND PAYMENTS





	1.	 	REINSURANCE RATES
	 
	 	 	Reinsurance premium rates for life insurance and other benefits
reinsured under this Agreement are shown in Exhibit C, Reinsurance
Rates & Allowances. The reinsurance premium payable for any cession
for any accounting period will be calculated on the basis of the net
amount at risk reinsured as of that period. The calculation of net
amount at risk is described in Exhibit C.II.
	 
	 	 	For reasons relating to deficiency reserve requirements, the
reinsurance rates shown in Exhibit C, Reinsurance Rates & Allowances
cannot be guaranteed for more than one year. Although we anticipate
that reinsurance rates shown in Exhibit C will apply indefinitely, we
reserve the right to increase them after the first year, but not above
the statutory net premium based on the applicable minimum valuation
mortality table and maximum valuation interest rate. Any such increase
in the reinsurance rates will be based solely on a change in
anticipated mortality and will be applied on a consistent basis among
all in force business being reinsured on a yearly renewable term
basis, where permitted by the terms of the individual agreements.
	 
	 	 	If we increase the reinsurance rates on inforce business as described
above, and you have not increased your retail premiums or cost of
insurance charges on these policies or contracts and you have not
changed statutory reserving assumptions (e.g. a change in the “X”
factors used to calculate deficiency reserves), you may recapture the
business to which the rate increase applies as of the effective date
of the rate increase. Such recapture will be subject to a recapture
fee to be negotiated by the parties.
	 
	 	 	If the original policy is issued with interim insurance, you will pay
us a reinsurance rate for the interim period that is the same
percentage of the first year premium that the interim period bears to
twelve months. The rate that you pay us for the first policy year
after the interim period will be calculated on the basis of the full
annual reinsurance rate.
	 
	2.	 	CURRENCY
	 
	 	 	All transactions under this Agreement will be in United States dollars, unless the
parties mutually agree otherwise.
	 
	3.	 	PAYMENTS
	 
	 	 	You will self-administer the reporting of your statements of account
and the payment of balances due to us as shown in Exhibit B,
Reinsurance Administration.
	 
	 	 	Your timely payment of reinsurance premiums is a condition precedent
to our continued liability for reinsurance covered under this
Agreement. Your statements of account and reinsurance premium payments
are due within thirty (30) days of the close of each reporting period.
If the balance is due you, we will pay you within thirty (30) days of
our receipt of the statement.
	 
	 	 	We have the right to terminate reinsurance coverage for all policies
having reinsurance premiums in arrears. If we elect to exercise this
right of termination, we will give you thirty (30) days written notice
of our intent to terminate. Such notice will be sent by certified
mail. If all reinsurance premiums in arrears, including any that
become in arrears during the thirty (30) day notice period, are




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	 	 	not paid before the expiration of the notice period, we will be relieved of all liability under
those policies as of the last date for which premiums have been paid for each policy. You will
continue to be liable for the payment of premiums for the period during which reinsurance was in
force prior to the expiration of the thirty (30) day notice period with interest calculated from
the due date to the date of payment. The interest rate will be the same rate that you charge for
delinquent premiums on your individual life insurance policies.
	 
	 	 	You may reinstate coverage on terminated policies at any time within sixty (60) days of the
termination date by paying us all balances due with interest, as specified above. Reinstatement
will be effective on the date that we receive payment. However, we will have no liability for
claims incurred between the termination date and the reinstatement date.
	 
	 	 	You will not force termination under the provisions of this Article solely to avoid the
provisions regarding recapture in Article VII, Recapture, or for the purpose of transferring the
reinsured policies to another Reinsurer.
	 
	4.	 	PREMIUM TAX
	 
	 	 	Details of any reimbursement that we will pay to you for our share of premium taxes that
you are required to pay on business reinsured under this Agreement, if applicable, are shown
in Exhibit C.XIII.
	 
	5.	 	DAC TAX ELECTION
	 
	 	 	The parties agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations
effective December 29, 1992 under Section 848 of the Internal Revenue Code of 1986, as amended. This election
will be effective at the inception of this Agreement and for all subsequent taxable years for which this
Agreement remains in effect.
	 
	 	 	The terms used in this Section are defined in Regulation Section 1.848-2. The term “net consideration” will
refer to either net consideration as defined in Section 1.848-2(f) or “gross premium and other consideration”
as defined in Section 1.848-3(b), as appropriate. The following provisions will apply:






	 	5.1	 	The party with the net positive consideration for this Agreement for each taxable year
will capitalize specified policy acquisition expenses with respect to this Agreement

without regard to the general deductions limitation of Section 848(c)(1);
	 
	 	5.2	 	The parties agree to exchange information pertaining to the amount of net consideration
under this Agreement each year to ensure consistency. The parties also agree to exchange
information otherwise required by the Internal Revenue Service;
	 
	 	5.3	 	Each year you will submit a schedule to us by May I with your calculation of the net
consideration for the preceding calendar year. This schedule will be accompanied by a
statement signed by an officer of the Company stating that you will report such net
consideration in your tax return for the preceding calendar year;




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	 	5.4	 	We may contest such calculations by providing an alternative calculation to you by May
31. If we do not so notify you, you will report the net consideration as determined by you
in your tax return for the previous calendar year; and
	 
	 	5.5	 	If we contest your calculation of the net consideration, the parties will act in good
faith to reach an agreement as to the correct amount within thirty (30) days of the date we submit
our alternative calculation. If the parties reach agreement on the amount of the net
consideration, each party shall report such amount in its respective tax return for the
previous calendar year.






	 	 	Each party represents and warrants that it is subject to United States taxation under either the
provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of
Chapter 1 of the Internal Revenue Code of 1986, as amended.
	 
	6.	 	EXPERIENCE REFUND
	 
	 	 	Details of any experience refund payable to you, if applicable, are shown in Exhibit
C.XV.





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ARTICLE VI — CHANGES TO THE REINSURANCE





	1.	 	CHANGES TO THE UNDERLYING POLICY
	 
	 	 	You will give us prompt written notification of any policy changes which affect the
reinsurance provided under this Agreement. Our approval is required if the underwriting
classification of a risk reinsured on a facultative basis is changed. Our approval is also
required for any other changes that are not specifically covered under this Agreement.
	 
	2.	 	INCREASES
	 
	 	 	If the amount of insurance on a plan reinsured under this Agreement is
increased as a result of a noncontractual change and you underwrite
the increase in accordance with your customary standards and
procedures, the increase will be considered new reinsurance under this
Agreement. Our approval is required if the original policy was
reinsured on a facultative basis or if the new amount will cause the
reinsured amount on the life to exceed either the Automatic Acceptance
Limits or the Jumbo Limit shown in Exhibit A, Reinsurance Coverage.
	 
	 	 	For policies reinsured on an automatic basis, increases in amount
resulting from contractual policy provisions will be reinsured only up
to the Automatic Acceptance Limits shown in Exhibit A.VII.
	 
	 	 	For policies reinsured on a facultative basis, increases in amount
resulting from contractual policy provisions will be reinsured only up
to the ultimate amount shown in our facultative offer.
	 
	 	 	Reinsurance premiums for contractual increases will be on a
point-in-scale basis from the original issue date and issue age of the
policy.
	 
	3.	 	EXTENDED TERM AND REDUCED PAID-UP INSURANCE
	 
	 	 	If any policy reinsured under this Agreement lapses and either extended term insurance
or reduced paid-up insurance is elected under the terms of the policy, reinsurance will be
continued in accordance with the provisions of the underlying policy. Reinsurance payments for
the adjusted policy will be calculated on the basis of the original issue age of the insured
and the duration of the original policy at the time the adjustment became effective.
	 
	4.	 	EDUCTIONS AND TERMINATIONS
	 
	 	 	If the amount of insurance on a reinsured policy is reduced and






	 	4.1	 	Reinsurance is on an excess of retention basis, the amount of reinsurance on that life
will be reduced, effective on the same date, by the full amount of the reduction under the
original policy. If the amount of the insurance terminated equals or exceeds the amount
of reinsurance, the full amount of reinsurance will be terminated; or
	 
	 	4.2	 	Reinsurance is on a first-dollar quota share basis, the amount of reinsurance on that life
will be reduced, effective on the same date, by the same proportion as the reduction under
the original policy.




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	 	 	The reduction will first apply to any reinsurance on the policy being reduced and then, if
applicable, in chronological order starting with the earliest policy date to any reinsurance on
the other policies in force on the life. However, you will not be required to assume a risk for
an amount in excess of your regular retention for the age at issue and the mortality rating of
the policy under which reinsurance is being terminated.
	 
	 	 	If reinsurance is in force with more than one reinsurer, the reduction will be applied to all
reinsurers on a pro rata basis according to the amounts of reinsurance originally ceded.
	 
	 	 	If a reinsured policy is lapsed or terminated, the reinsurance will also terminate effective on
the same date. If any in force policy is lapsed or terminated and the lapse or termination
results in your maintaining less than your full retention, then the procedures specified above
for reductions will apply.
	 
	 	 	We will refund, without interest, all unearned reinsurance premiums resulting from reductions,
terminations or changes.
	 
	5.	 	REINSTATEMENTS
	 
	 	 	If a policy reinsured automatically is reinstated in accordance with
its terms and in accordance with your rules and procedures,
reinsurance will be reinstated automatically under the terms of this
Agreement. You will notify us of the reinstatement on your periodic
statement of account. You will send us copies of your reinstatement
papers only upon request.
	 
	 	 	You will need our prior review and approval for reinstatement of any
facultative reinsurance unless all of the following apply:






	 	5.1	 	You have kept your full retention as shown in Exhibit A.VI, Retention Limits on the
policy;
	 
	 	5.2	 	The reinsured amount falls within the Automatic Acceptance Limits shown in Exhibit
A.VII; and
	 
	 	5.3	 	The reinstatement occurs within ninety (90) days of the lapse date.






	 	 	To request our approval, you must send us prompt written notice of your intention to reinstate
the policy along with copies of the reinstatement papers required by your standard rules and
procedures. The reinsurance will be reinstated at the same time as the policy, subject to our
written approval of the reinstatement.
	 
	 	 	You will notify us of all reinstatements on your periodic statement of account, and you will pay
all reinsurance rates due from the date of reinstatement to the date of the current statement of
account, including a proportionate share of any interest collected. Thereafter, payment of
reinsurance rates will be in accordance with Article V, Reinsurance Rates and Payments.
	 
	6.	 	CONVERSIONS, EXCHANGES, AND REPLACEMENTS
	 
	 	 	You will promptly notify us if a reinsured policy is converted, exchanged, or internally
replaced. If the conversion, exchange, or replacement is not considered to be new business, as
defined below, we will continue to reinsure the new policy (hereinafter referred to as a
“continuation”) in an amount determined on the same basis as, but not to exceed, the amount
reinsured on the original policy as of




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	 	 	the date of conversion, exchange, or replacement, unless mutually agreed otherwise. If we
reinsure the plan to which the original policy is converting, either under this Agreement or
under a different agreement, reinsurance premium rates for the continuation will be those
contained in the agreement that covers the plan to which the original policy is converting.
However, if we do not reinsure the new plan, reinsurance will be on a YRT basis using rates to
be mutually agreed upon between the parties. Reinsurance premiums and any expense allowances for
continuations will be based on the issue date of the original policy and the original issue age
of the insured, i.e. on a point-in-scale basis.
	 
	 	 	A conversion, exchange, or replacement will be considered to be new business provided all of the
following criteria are met:






	 	6.1	 	The new policy is underwritten in accordance with your normal new business guidelines
and procedures;
	 
	 	6.2	 	A full first-year commission is paid on the new policy; and
	 
	 	6.3	 	The new policy provides for the maximum normal periods of suicide and contestability
protection permitted in the state in which the new policy is issued.






	 	 	Unless mutually agreed otherwise, any policies that had been reinsured with another reinsurer
and which convert to a plan covered under this Agreement will not be reinsured with us.
	 
	7.	 	LAST SURVIVOR
	 
	 	 	With respect to any joint and last survivor policy covered hereunder, your retention shall be equal to the
lowest amount which you could have retained according to the retention limits shown in Exhibit A.VI, Retention
Limits and taking into account amounts issued and retained on either of the lives insured under the joint and
last survivor policy.
	 
	 	 	You may reinsure the policy automatically if both insureds fall within the appropriate age limits and
underwriting classes as specified in Exhibit A.
	 
	 	 	In the event the joint and last survivor policy permits the insureds to split the joint and last survivor
policy into separate policies on the life of each insured, the new policies shall be considered continuations
as described in Section 6 above. The reinsured premiums for the individual policies shall be in accordance
with the terms specified in Exhibit C, Reinsurance Rates & Allowances.
	 
	 	 	In the event one life is determined to be uninsurable, as described in the guidelines shown in Exhibit A-I,
Forms, Manuals, and Issue Rules, the provisions of this Article will continue to apply with the following
exceptions:






	 	7.1	 	You may reinsure the policy automatically only if the insurable life falls within the
Automatic Acceptance Limits for the appropriate age and underwriting class as specified

in Exhibit A.VII, Automatic Limits.
	 
	 	7.2	 	You need only apply your standard underwriting rules and practices to the insurable
life.






	 	 	The reinsurance premium shall be computed on the age and premium rates applicable to the insured
risk.




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ARTICLE VII — RECAPTURE





	1.	 	RETENTION LIMIT INCREASES
	 
	 	 	If you change your retention limits as shown in Exhibit A.VI, you will
provide us with written notice of the new retention limits and the
effective date.
	 
	 	 	A change in your retention limits will not affect the reinsured
policies in force at the time of the change except as specifically
provided elsewhere in this Agreement. Furthermore, such a change will
not affect the Automatic Acceptance Limits shown in Exhibit A.VII,
unless agreed between the patties.
	 
	2.	 	BASIS OF RECAPTURE
	 
	 	 	If you increase your Dollar Retention Limit as shown in Exhibit A.VI, you may reduce the amount of reinsurance in
force through recapture. Reinsured policies are eligible for recapture if:






	 	2.1	 	You give us written notice of your intention to recapture within ninety (90) days of the
effective date of the retention increase;
	 
	 	2.2	 	You have maintained your full retention for the age and mortality rating of the insured
from the time that the policy was issued. No recapture shall be allowed for polices for
which you established special or reduced retention limits unless you have retained your
full retention on existing or concurrent polices on the insured life;
	 
	 	2.3	 	You retain all business that is recaptured under the terms of this Article; and
	 
	 	2.4	 	The policy has been in force under this Agreement for the Recapture Period shown in
Exhibit C.XN. The recapture period will always be measured from the original policy
issue date. For converted policies the recapture period will be the greater of the
recapture period in the original reinsurance agreement, or the recapture period in the
agreement to which the policy has converted, measured from the effective date of the

original policy.






	3.	 	METHOD OF RECAPTURE
	 
	 	 	If you have given us written notice of your intent to recapture, and the date when recapture will begin, you may
reduce the amount of reinsurance on eligible policies on the next following policy anniversary date, subject to
the following:






	 	3.1	 	All eligible policies must be recaptured;
	 
	 	3.2	 	The amount eligible for recapture is equal to the difference between (i) the amount you
originally retained, and (ii) the amount you would have retained, based on the Percentage
Retention Limit in effect at the time of issue, had the new Dollar Retention Limit been in
effect at the time of issue;
	 
	 	3.3	 	If you increase the Percentage Retention Limit shown in Exhibit A.VI, but not the
Dollar Retention Limit, recapture will not be allowed;




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	 	3.4	 	If portions of a reinsured policy eligible for recapture were placed with more than one
reinsurer, you must allocate the amount recaptured on a pro rata basis to the total

outstanding reinsurance; and
	 
	 	3.5	 	If at the time of recapture the insured is disabled and premiums are being waived under
any type of Disability Benefit Rider, only the life benefit will be recaptured. The
reinsured portion of the Disability Benefit Rider will remain in force until the policy is
returned to premium-paying status, at which time it will be eligible for recapture.






	 	 	If you omit or overlook the recapture of any eligible policy or policies, our acceptance of your
reinsurance premium payments after the date the recapture should have taken place will not cause
us to be liable under this Agreement for the amount of the risk that should have been
recaptured. We will be liable only for a refund of those payments received, without interest.
	 
	 	 	If your retention increase is due to your acquisition of, or by another company, or your merger
or other organizational affiliation with another company, no immediate recapture will be
allowed. However, you may recapture eligible policies once the Recapture Period set out in
Exhibit C.XIV has expired.




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ARTICLE VIII — CLAIMS





	1.	 	NOTICE OF CLAIM
	 
	 	 	When you receive notice that a claim has been incurred on a policy
reinsured under this Agreement, you must promptly notify us. You will
also forward copies of the death certificate, proof of payment, and
the claimant’s statement when the amount reinsured with us exceeds
$250,000. For a claim incurred during the contestable period of the
policy, you will forward copies of the application, underwriting
papers, and any investigative reports. You will provide copies of
other claim documents upon our request.
	 
	 	 	For joint and last survivor business, if you are notified of first
death under a reinsured policy, you must in turn notify us
immediately.
	 
	 	 	We will have no liability for claims on policies not meeting the
coverage requirements of the applicable sections of Article II,
Reinsurance Coverage.
	 
	2.	 	SETTLEMENT OF CLAIMS
	 
	 	 	For us to have any liability, reinsured claims must meet the following conditions.






	 	2.1	 	The total reinsurance recoverable will not exceed your total contractual liability
under the terms of the policy less the amount you have retained;
	 
	 	2.2	 	The claim will be adjudicated according to the standard procedures you apply to all
claims, whether reinsured or not, and on all foreign risk claims whether contestable or not;
	 
	 	2.3	 	You will conduct a routine investigation on all contestable claims and you will
promptly advise us if there are any exceptions; and
	 
	 	2.4	 	You have not made a business decision to pay a claim that normal claim adjudication
practices would indicate is not payable.






	 	 	For the settlement of Waiver of Premium Disability or other Disability Rider benefits, we will
pay you our proportional share of the gross premium waived annually. Refunds of unearned
reinsurance premiums less applicable expense allowances or discounts will be reflected on your
billing statement.
	 
	 	 	We will accept your good faith decision on any non-contestable claim. We reserve the right to
request copies of the application, underwriting files, and any investigative reports for any
non-contestable claim.
	 
	 	 	You will consult with us on all contestable claims where the amount reinsured with us exceeds
the amount you have retained for the risk. We will notify you promptly of our decision.
	 
	3.	 	CONTESTED CLAIMS
	 
	 	 	You will notify us within fifteen (15) days of your decision if you intend to contest,
compromise, or litigate a claim involving reinsurance under this Agreement. You will also
provide us with all information relating to the claim. We will notify you within fifteen (15)
days of our receipt of all documents requested whether we will participate or not in the
contest. If we decline to participate in




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	 	 	the contest, we will immediately pay you the full amount of reinsurance due. Once we have paid
our reinsurance liability, we will not be liable for legal and/or investigative expenses
associated with the contest, compromise, or litigation, nor will we share in any refund that you
may receive due to the contesting of the claim.
	 
	 	 	If we agree to participate in a contest, compromise, or litigation involving reinsurance, you
will give us prompt notice of the commencement of any legal proceedings involving the contested
policy and you will promptly furnish us with copies of all documents pertaining to a lawsuit or
notice of intent to file a lawsuit by any of the claimants or parties to the policy. We will
share in the payment of legal or investigative expenses relating to a contested claim in the
same proportion as our liability bears to your liability. We will not reimburse expenses
associated with non-reinsured policies.
	 
	 	 	If we participate and your contest, compromise, or litigation results in a reduction in the
liability of the contested policy, we will share in the reduction in the same proportion that
the amount of reinsurance bore to the amount payable under the terms of the policy on the date
of death of the insured. If we participate and your contest, compromise, or litigation results
in a dismissal of the claim and a return of the premiums, we will refund all reinsurance
premiums that you have paid to us.
	 
	4.	 	CLAIM EXPENSES
	 
	 	 	We will pay our proportionate share of the
following expenses arising out of the settlement
or litigation of a claim, providing that the
expenses are reasonable:






	 	4.1	 	Investigative expenses;
	 
	 	4.2	 	Attorneys’ fees;
	 
	 	4.3	 	Penalties and interest imposed automatically against you by statute and rising solely
out of a judgment rendered against you in a suit for policy benefits; and
	 
	 	4.4	 	Interest paid to the claimant on death benefit proceeds according to your practices.






	 	 	Our share of claim expenses will be in the same proportion that our liability bears to your liability.
	 
	 	 	You will be solely responsible for payment of the following claim expenses, which are not considered items of net reinsurance liability:






	 	4.5	 	Routine administrative expenses for the home office or elsewhere, including your
employees’ salaries; and
	 
	 	4.6	 	Expenses incurred in connection with any dispute or contest arising out of a conflict in
claims of entitlement to policy proceeds or benefits which you admit are payable.






	5.	 	OTHER NON-CLAIM LITIGATION EXPENSES
	 
	 	 	This Agreement does not provide for reimbursement of legal expenses other than as
specified in Article VIIIA. It is recognized that non-claim related legal actions involving
reinsured policies may occur. These may include, but are not limited to, live rescissions,
market/agent conduct, or class action suits. No reimbursement will be made for these actions
without our prior written consent.




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	6.	 	MISSTATEMENT OF AGE OR SEX
	 
	 	 	If the amount of insurance on any policy reinsured under this Agreement is adjusted due
to a misstatement of age or sex being established after the death of an insured life, the
parties will share in such adjustment in proportion to their respective net amounts at risk
under the policy.
	 
	7.	 	EXTRA-CONTRACTUAL DAMAGES
	 
	 	 	We will not be liable for nor will we pay any extra-contractual
damages, including but not limited to compensatory or punitive damages
which are awarded against you, or which you pay voluntarily, in
settlement of a dispute or claim where damages were awarded as the
result of any direct or indirect act, omission, or course of conduct
undertaken by you or your agents or representatives, in connection
with any aspect of the policies reinsured under this Agreement.
	 
	 	 	We will, however, pay our share of statutory penalties awarded against
you in connection with claims covered under this Agreement if we
elected to join in any contest of the coverage in question.
	 
	 	 	We recognize that special circumstances may arise in which we should
participate to the extent permitted by law in certain assessed
damages. These circumstances are difficult to describe or define in
advance but could include those situations in which we were an active
party in the act, omission, or course of conduct of the original
issuing company, which ultimately resulted in the assessment of the
damages. The extent of our participation in these circumstances is
dependent upon a good-faith assessment of the relative culpability in
each case; but all factors being equal, the parties would generally
share in the same proportion as their relative net liabilities in the
division of any such assessment. For the purposes of this provision,
the following definitions shall apply:
	 
	 	 	“Compensatory Damages” are those amounts which are awarded to
compensate for actual damages sustained, and are not awarded as a
penalty, nor fixed in amount by statute.
	 
	 	 	“Punitive Damages” are those damages which are awarded as a penalty,
the amount of which is not governed, nor fixed, by statute.
	 
	 	 	“Statutory Penalties” are those amounts which are awarded as a
penalty, but fixed in amount by statute.





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ARTICLE IX — OFFSET





	 	 	The parties agree to offset any balance(s), whether on account of premiums, claims, allowances, expenses, or any other
amount(s) due from one party to the other party under this Agreement or any other reinsurance agreement between them. It is
agreed that claims will not be offset until the claim procedures outlined in the Article VIII, Claims have been followed.
	 
	 	 	The right of offset will not be affected or diminished because of the insolvency of either party.




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ARTICLE X — ERRORS AND OMISSIONS





	 	 	An error or omission occurs when either party fails to comply with any
of the terms of this Agreement. If such failure to comply results from
an unintentional misunderstanding, oversight, or clerical error, and
if upon discovery of the error or omission by either party the other
is promptly notified, then this Agreement will not be deemed to be
abrogated thereby. If such failure to comply results from any other
type of act or if the other party is not promptly notified when the
error or omission occurs, this Agreement in its entirety may be
subject to termination unless both parties reach an agreement to the
contrary.
	 
	 	 	When an act is determined to be an error or omission, the party whose
act caused the error or omission will take the remedial actions or
steps necessary to restore both parties to the position they would
have held or occupied if no such error or omission had occurred. If
that is not possible, the parties will endeavor in good faith to
promptly resolve the situation in a manner that is fair and reasonable
and most closely approximates the intent of the parties as evidenced
by this Agreement. However, in no event will our liability be extended
to cover policies that do not satisfy the parameters of this Agreement
or to exceed the limits provided herein.
	 
	 	 	If either party discovers that you did not cede reinsurance on a
policy that should have been reinsured under this Agreement, you shall
take the necessary actions or steps in a reasonable and timely manner
to prevent such oversights from recurring in the future. If you fail
to take the necessary actions or steps to remedy such a situation, we
reserve the right to limit our liability to the amounts reported.
	 
	 	 	For greater clarity, acts or circumstances which are not considered to
be errors or omissions for the purpose of this Article will include,
but not be limited to:






	 	10.1	 	Unresolved, repetitive reporting errors resulting from your neglect or mismanagement.
In this situation you will conduct an audit to identify and report all policies requiring
correction within ninety (90) days, or a time period mutually agreed upon by the parties.
You will pay any premiums due under Article V, Reinsurance Rates and Payments. In the
event you fail to make the necessary correction within the time period specified above, we
reserve the right to limit our liability. In the event premium refunds are due you, we will
pay them without interest;
	 
	 	10.2	 	Any act, error, omission, or oversight, whether intentional or unintentional, which is the
result of your not adhering to your regular requirements in the underwriting, approval,
issuance, or administration of the insurance or the associated reinsurance by you, or by
your agents or representatives;
	 
	 	10.3	 	Any failure to arrange for reinsurance under this Agreement due to your practice of
conducting a limited search of your records for other prior in force insurance on the same
life;
	 
	 	10.4	 	Facultatively submitted business where you have either not notified us of your
acceptance of our unconditional offer within the time period specified in the offer or have
incorrectly advised us to close our file; and
	 
	 	10.5	 	Any error or omission discovered more than seven (7) years following the termination
or expiry of the last cession remaining in force under this agreement.





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ARTICLE XI — DISPUTE RESOLUTION AND ARBITRATION





	1.	 	DISPUTE RESOLUTION
	 
	 	 	In the event of a dispute arising out of or relating to this
Agreement, the parties agree to the following process of dispute
resolution.
	 
	 	 	Within ten (10) business days after one of the parties has given the
other the first written notification of the specific dispute, each of
the parties will appoint a designated officer to attempt to resolve
the dispute. The officers will meet at a mutually agreeable location
as early as possible and as often as necessary, in order to gather and
furnish the other with all appropriate and relevant information
concerning the dispute. The officers will discuss the problem and will
negotiate in good faith without the necessity of any formal
arbitration proceedings. During the negotiation process, all
reasonable requests made by one officer to the other for information
will be honored. The designated officers will decide the specific
format for such discussions.
	 
	 	 	If the officers cannot resolve the dispute within thirty (30) days of
their first meeting, the parties agree that they will submit the
dispute to formal arbitration. However, the parties may agree in
writing to extend the negotiation period for an additional thirty (30)
days.
	 
	2.	 	BASIS FOR ARBITRATION
	 
	 	 	The parties understand and agree that the wording and interpretation of this Agreement
is based on the usual customs and practices of the insurance and reinsurance industries. While
the parties agree to act in good faith in their dealings with each other, it is understood and
recognized that situations could arise in which they will not be able to reach an agreement.
	 
	3.	 	ARBITRATION PROCEEDINGS
	 
	 	 	To initiate arbitration, either party will notify the other in writing of its intent to arbitrate, stating the nature of
the dispute and the remedies sought. The party to which the notice is sent will have fifteen (15) days from receipt to
respond confirming its receipt and readiness to arbitrate.
	 
	 	 	The arbitration panel, consisting of three past or present officers of life insurance or life reinsurance companies not
affiliated with either of the parties in any way, will settle the dispute. Each of the parties will appoint one arbiter
within thirty (30) days following the date of the response to the initial arbitration notice. The two appointed arbiters
will select a third arbiter within thirty (30) days following the selection of the second arbiter. If the two arbiters
cannot agree on a third arbiter, the selection will be made by the Chairman of the American Arbitration Association. Once
chosen, the arbiters will decide all substantive and procedural issues by a majority of votes.
	 
	 	 	The arbitration proceedings will be conducted according to the Commercial Arbitration Rules of the American Arbitration
Association which are in effect at the time the arbitration begins.




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	 	 	The arbitration will take place in Austin, Texas unless the parties mutually agree otherwise.
	 
	 	 	Within sixty (60) days after the beginning of the arbitration proceedings the arbitrators will issue a written decision on
the dispute and a statement of any award to be paid as a result. The decision will be based on the terms and conditions of
this Agreement as well as the usual customs and practices of the insurance and reinsurance industries, rather than on
strict interpretation of the law.
	 
	 	 	The parties may agree to extend any of the negotiation or arbitration periods shown in this Article.
	 
	 	 	Unless otherwise decided by the arbitrators, the parties will share equally in all expenses resulting from the arbitration,
including the fees and expenses of the arbitrators, except that each of the parties will be responsible for its respective
attorneys’ fees.





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ARTICLE XII — INSOLVENCY





	 	 	A party to this Agreement will be deemed “insolvent” when it:






	 	12.1	 	Applies for or consents to the appointment of a receiver, rehabilitator, conservator,
liquidator or statutory successor of its properties or assets; or
	 
	 	12.2	 	Is adjudicated as bankrupt or insolvent; or
	 
	 	12.3	 	Files or consents to the filing of a formal application for dissolution, liquidation, or
similar action under state law or statute; or
	 
	 	12.4	 	Becomes the subject of an order to rehabilitate or an order to liquidate as defined by
the insurance code of the jurisdiction of the party’s domicile.






	 	 	If you are judged insolvent, we will pay all reinsurance under this Agreement directly to you,
your liquidator, receiver, or statutory successor on the basis of your liability under the
policy or policies reinsured without diminution because of your insolvency. It is understood,
however, that in the event of your insolvency, the liquidator, receiver, or statutory successor
will give us written notice of a pending claim on a policy reinsured within a reasonable time
after the claim is filed in the insolvency proceedings. While the claim is pending, we may
investigate and interpose, at our own expense, in the proceedings, where the claim is to be
adjudicated, any defense that we may deem available to you, your liquidator, receiver, or
statutory successor. It is further understood that the expense we incur will be chargeable,
subject to court approval, against you as part of the expense of liquidation to the extent of a
proportionate share of the benefit which may accrue to you solely as a result of the defense we
have undertaken. Where two or more reinsurers are involved in the same claim, and a majority in
interest elects to interpose defense to the claim, the expenses will be apportioned in
accordance with the terms of the reinsurance agreement as though you had incurred the expense.
We will be liable only for the amounts reinsured and will not be or become liable for any
amounts or reserves to be held by you on reinsured policies.
	 
	 	 	If we are judged insolvent, we will be considered in default under this Agreement and you may
terminate this Agreement immediately for new business. The notification period required under
Article XVI, Duration of Agreement shall be waived under such circumstances. Amounts due us will
be paid directly to our liquidator, receiver or statutory successor without diminution because
of our insolvency.
	 
	 	 	In the event of insolvency, the right of Offset afforded under Article IX will remain in full
force and effect to the extent permitted by applicable law.





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ARTICLE XIII — INSPECTION OF RECORDS





	 	 	We, or our duly appointed representatives, will have access to your original papers, records,
books, files, and other documents relating directly or indirectly to the reinsurance coverage under
this Agreement for the purpose of inspecting, auditing, and photocopying those records. You will
provide such access at the office(s) where such records are kept during reasonable business hours.
	 
	 	 	Provided there is business in force under this Agreement, our right of access will survive the
termination of this Agreement.




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ARTICLE XIV — LETTER OF CREDIT





	1.	 	RESERVE CREDIT
	 
	 	 	For those states in which we are not licensed, admitted, or authorized
and you are consequently not permitted to take reserve credit on your
Annual Statement for all or a part of the reinsurance ceded to us, we
will furnish a clean, unconditional, evergreen and irrevocable Letter
of Credit. The Letter of Credit will be issued by a bank which is
neither a parent, subsidiary, nor an affiliate of the parties
(hereinafter referred to as the “designated bank”) in an amount equal
to the reserves ceded to us. The designated bank must be organized or
licensed in the United States and must appear on the list of approved
banks published by the Securities Valuation Office of the National
Association of Insurance Commissioners.
	 
	 	 	We will bear the cost of the Letter of Credit.
	 
	2.	 	LETTER OF CREDIT DRAW
	 
	 	 	It is understood that you may draw on the Letter of Credit at any time, notwithstanding any other provisions
herein. You undertake to use and apply any amount, which you may draw upon the Letter of Credit, pursuant to
the terms of this Agreement under which the Letter of Credit is held, and only for the following purposes:






	 	2.1	 	To reimburse you for our share of any net obligations
currently due and payable under this Agreement;
	 
	 	2.2	 	To the extent required by law, to fund an account representing our net obligations
currently due and payable under this Agreement; or
	 
	 	2.3	 	To pay other amounts due you under this Agreement.






	 	 	You agree to return to us any amounts drawn on Letters of Credit which are in excess of the
actual amounts required for 2.1 or 2.2 above, or in the case of 2.3 above, any amounts that are
subsequently determined not to be due.
	 
	 	 	The amounts drawn under any Letter of Credit will be applied without diminution because of the
insolvency of either party. The designated bank shall have no responsibility whatsoever in
connection with the propriety of withdrawals made by you or the disposition of funds withdrawn,
except to see that withdrawals are made only upon the order of your properly authorized
representatives.




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ARTICLE XV — CONFIDENTIALITY





	 	 	The parties agree to treat all customer and proprietary information as
confidential. Customer information includes, but is not limited to,
medical, financial, and other personal information about proposed,
current, and former policyowners, insureds, applicants, and
beneficiaries of policies you issue. Proprietary information includes,
but is not limited to, business plans and trade secrets, mortality and
lapse studies, underwriting manuals and guidelines, applications and
contract forms, and the specific terms and conditions of this
Agreement.
	 
	 	 	You recognize that we may need to share certain information with
auditors, regulators, and retrocessionaires in the normal course of
conducting business.




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ARTICLE XVI — HOMICIDE BENEFIT LIMITATION





	 	 	The Company limits the death benefit to the return of all premiums paid if the cause of
death is homicide, except in some countries as listed in Exhibit F, where the Company
currently pays the full death benefit in the case of homicide if the insured was not involved
in the commission of a crime. In the event of a death by homicide, the parties will be liable
for the payment of this limited death benefit in the same proportion as had the death not been
by homicide. As of the date of this Agreement, it is agreed by both parties that the Company
may offer the less strict version of this benefit limitation in all remaining countries that
are classified as au “A” risk, as shown in Exhibit E.




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ARTICLE XV — DURATION OF AGREEMENT





	 	 	This Agreement is unlimited as to its duration. Either of the parties
may terminate this Agreement for new reinsurance at any time by giving
at least ninety (90) days written notice of termination to the other
party, unless mutually agreed otherwise.
	 
	 	 	During the notification period, you will continue to cede and we will
continue to accept policies covered under the terms of this Agreement.
	 
	 	 	Our liability for reinsured policies, which are in force as of the
effective date of the termination, will continue as long as you
continue to pay reinsurance premiums as specified in Article V,
Reinsurance Rates and Payments.





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ARTICLE XVIII -INTERMEDIARY CLAUSE





	 	 	Intermediaries & Consultants, Inc., One Progress Plaza, Suite 270, St. Petersburg, Florida,
33701 is hereby designated as the Intermediary negotiating this Agreement for all business
hereunder. Unless otherwise agree upon, all communications (including, but not limited to
notices, statements, premiums, return premiums, commissions, taxes, losses, loss adjustment
expenses, salvages, and loss settlements) relating thereto shall be transmitted to the Company
or the Reinsurer through Intermediaries & Consultants, Inc. Payments by the Company to the
Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer
to the Intermediary shall be deemed to constitute payment to the Company only to the extent that
such payments are actually received by the Company.




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ARTICLE XIX — EXECUTION OF THE AGREEMENT



This Agreement has been made in duplicate and is hereby executed by both parties.




CICA Life Insurance Company of America

Denver, Colorado




	 
	/s/ Jonathan Pollio

	 
	Jonathan Pollio

	Vice President, Chief Actuary

	July 23, 2009







Mapfre Re Compania de Reaseguros, S.A.

Madrid, Spain




	 	 	 
	/s/ Julio Antonio Castelblanque

	 	/s/ Carlos Sanzo
	 

	 	 
	Julio Antonio Castelblanque

	 	Carlos Sanzo
	Life Manager

	 	Chief Regional Officer, North America
	August 5, 2009

	 	August 5, 2009







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