Exhibit 10.30


 


EXECUTION
COPY


 


COINSURANCE
AGREEMENT


 


 


between


 


ATHENE
LIFE RE LTD.


 


and


 


AMERICAN
EQUITY INVESTMENT LIFE INSURANCE COMPANY


 


effective
as of July 1, 2009


 


 


Treaty
Number 08042009


 


(Index
Annuity Transaction)


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I GENERAL PROVISIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Defined Terms

  	
  1

  
	
  Section 1.02

  	
  Other Definitional Provisions

  	
  7

  
	
   

  	
   

  
	
  ARTICLE II COVERAGE

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Scope of Coverage

  	
  8

  
	
  Section 2.02

  	
  Underwriting of Policies Subject to Reinsurance

  	
  8

  
	
  Section 2.03

  	
  Retention

  	
  9

  
	
  Section 2.04

  	
  Policy Changes

  	
  9

  
	
  Section 2.05

  	
  Reinstatement of Surrendered Policies

  	
  9

  
	
  Section 2.06

  	
  Misstatement of Fact

  	
  9

  
	
  Section 2.07

  	
  Programs of Internal Replacement

  	
  9

  
	
   

  	
   

  
	
  ARTICLE III REINSURED PREMIUMS

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Reinsurance Premiums

  	
  10

  
	
   

  	
   

  
	
  ARTICLE IV POLICY EXPENSES

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Commissions, Marketing Fee and Policy Issuance Fee

  	
  10

  
	
  Section 4.02

  	
  Renewal Commissions

  	
  10

  
	
  Section 4.03

  	
  Administration Fee

  	
  10

  
	
   

  	
   

  
	
  ARTICLE V C-4 RISK CHARGE

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  C-4 Risk Charge

  	
  11

  
	
   

  	
   

  
	
  ARTICLE VI GUARANTY FUND ASSESSMENTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Guaranty Fund Assessments

  	
  11

  
	
   

  	
   

  
	
  ARTICLE VII HEDGING

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Acquisition of Hedges; Payments

  	
  11

  
	
  Section 7.02

  	
  Hedging Standards

  	
  12

  
	
   

  	
   

  
	
  ARTICLE VIII CLAIMS AND ANNUITIZATIONS

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Claims Payment

  	
  12

  
	
  Section 8.02

  	
  Claims Settlement

  	
  12

  
	
  Section 8.03

  	
  Recoveries

  	
  13

  
	
  Section 8.04

  	
  Annuitizations

  	
  13

  
	
   

  	
   

  
	
  ARTICLE IX REPORTING AND SETTLEMENTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Ceding Company Reporting

  	
  13

  
	
  Section 9.02

  	
  Reinsurer Reporting

  	
  15

  
	
  Section 9.03

  	
  Settlements

  	
  15

  
	
   

  	
   

  
	
  ARTICLE X CREDIT FOR REINSURANCE

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Reserves

  	
  17

  
	
  Section 10.02

  	
  Form of Security

  	
  18

  



 

















 


	
  Section 10.03

  	
  Funds Withheld Account

  	
  19

  
	
  Section 10.04

  	
  Reinsurance Trust

  	
  21

  
	
  Section 10.05

  	
  Letters of Credit

  	
  23

  
	
  Section 10.06

  	
  Priority of Withdrawal

  	
  24

  
	
  Section 10.07

  	
  Investment Management

  	
  24

  
	
   

  	
   

  
	
  ARTICLE XI ADMINISTRATION

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Policy Administration

  	
  25

  
	
  Section 11.02

  	
  Record Keeping

  	
  25

  
	
   

  	
   

  
	
  ARTICLE XII TERM AND TERMINATION

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Duration of Agreement

  	
  26

  
	
  Section 12.02

  	
  Termination

  	
  26

  
	
  Section 12.03

  	
  Termination Payment

  	
  27

  
	
  Section 12.04

  	
  Survival

  	
  28

  
	
   

  	
   

  
	
  ARTICLE XIII RECAPTURE

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Recapture

  	
  28

  
	
   

  	
   

  
	
  ARTICLE XIV ERRORS AND OMISSIONS

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Errors and Omissions

  	
  28

  
	
   

  	
   

  
	
  ARTICLE XV DISPUTE RESOLUTION

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 15.01

  	
  Negotiation

  	
  29

  
	
  Section 15.02

  	
  Arbitration

  	
  29

  
	
   

  	
   

  
	
  ARTICLE XVI INSOLVENCY

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 16.01

  	
  Insolvency

  	
  31

  
	
   

  	
   

  
	
  ARTICLE XVII TAXES

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 17.01

  	
  Taxes

  	
  32

  
	
  Section 17.02

  	
  Premium Tax

  	
  32

  
	
  Section 17.03

  	
  Excise Tax

  	
  32

  
	
   

  	
   

  
	
  ARTICLE XVIII REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 18.01

  	
  Representations and Warranties of the Ceding Company

  	
  32

  
	
  Section 18.02

  	
  Covenants of the Ceding Company

  	
  35

  
	
  Section 18.03

  	
  Representations and Warranties of the Reinsurer

  	
  35

  
	
  Section 18.04

  	
  Covenants of the Reinsurer

  	
  37

  
	
   

  	
   

  
	
  ARTICLE XIX MISCELLANEOUS

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 19.01

  	
  Currency

  	
  37

  
	
  Section 19.02

  	
  Interest

  	
  37

  
	
  Section 19.03

  	
  Right of Setoff and Recoupment

  	
  37

  
	
  Section 19.04

  	
  No Third Party Beneficiaries

  	
  38

  
	
  Section 19.05

  	
  Amendment

  	
  38

  
	
  Section 19.06

  	
  Notices

  	
  38

  
	
  Section 19.07

  	
  Consent to Jurisdiction

  	
  39

  



 


ii

















 


	
  Section 19.08

  	
  Service of Process

  	
  39

  
	
  Section 19.09

  	
  Inspection of Records

  	
  39

  
	
  Section 19.10

  	
  Confidentiality

  	
  40

  
	
  Section 19.11

  	
  Successors

  	
  40

  
	
  Section 19.12

  	
  Entire Agreement

  	
  41

  
	
  Section 19.13

  	
  Severability

  	
  41

  
	
  Section 19.14

  	
  Construction

  	
  41

  
	
  Section 19.15

  	
  Non-Waiver

  	
  41

  
	
  Section 19.16

  	
  Further Assurances

  	
  41

  
	
  Section 19.17

  	
  Governing Law

  	
  41

  
	
  Section 19.18

  	
  Counterparts

  	
  41

  



 


 


	
  Schedules

  
	
  I.

  	
  Reinsured
  Policy Forms

  
	
  II.

  	
  Pricing
  Methodology

  
	
  III.

  	
  Hedging
  Procedures

  
	
  IV.

  	
  Commissions

  
	
   

  	
   

  
	
  Exhibits

  
	
  A.

  	
  Monthly
  Accounting Report

  
	
  B.

  	
  Quarterly
  Accounting Report

  
	
  C.

  	
  Reinsured
  Policies Report

  
	
  D.

  	
  Weekly
  Hedging Acquisition Report

  
	
  E.

  	
  Weekly
  Hedging Proceeds Report

  
	
  F.

  	
  Hedges
  Report

  
	
  G.

  	
  Hedging
  Effectiveness Report

  
	
  H.

  	
  Trust
  Agreement

  
	
  I.

  	
  Investment Management
  Agreement

  



 


iii
















 


COINSURANCE
AGREEMENT


 


This
COINSURANCE AGREEMENT (the “Agreement”), effective as of July 1,
2009, is made by and between AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY,
an insurance company organized under the laws of the State of Iowa (the “Ceding
Company”) and ATHENE LIFE RE LTD., a reinsurance company organized under
the laws of Bermuda (the “Reinsurer”).


 


WITNESSETH:


 


WHEREAS, the Ceding Company desires to cede and the Reinsurer desires
to accept a specified quota share of the Reinsured Policies (as defined below)
subject to the terms, conditions and limitations contained herein.


 


NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the Ceding Company and the Reinsurer hereby agree as follows:


 


ARTICLE
I


 


GENERAL
PROVISIONS


 


Section 1.01           Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Action” shall mean
any claim, action, suit, arbitration or proceeding by or before any
governmental authority.


 


“Administration
Fee” shall have the meaning specified in Section 4.03.


 


“Affiliate”
shall mean, with respect to any person, any other person that directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such specified person; provided, that “control”
(including, with correlative meanings, “controlled by” and “under common
control with”), as used with respect to any person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting
securities, by agreement or otherwise.


 


“Agreement”
shall have the meaning specified in the Preamble hereto.


 


“Annuitization
Payments” shall have the meaning specified in Section 8.04.


 


“Annuitization”
shall have the meaning specified in Section 8.04.


 


“Assigned
Hedge Costs Amount” shall mean, with respect to each Hedge, an amount equal
to the Assigned Hedge Interest Proportion of the gross actual direct
acquisition costs paid by the Ceding Company for such Hedge.  For the avoidance of doubt, the Assigned
Hedge Costs 


 


1

















 


Amount
shall be determined without regard to any netting of amounts between the Ceding
Company and the relevant Hedge Counterparty.


 


“Assigned
Hedge Interest Proportion” shall have the meaning specified in Section 7.01(a).


 


“Assigned
Hedge Proceeds Amount” shall mean, with respect to each Hedge and for each
applicable Weekly Hedging Proceeds Period, an amount equal to the Assigned
Hedge Interest Proportion of any amounts paid or payable by the relevant Hedge
Counterparty during such Weekly Hedging Proceeds Period in accordance with the
provisions of such Hedge, including upon an early exercise of a Hedge by the Ceding
Company, without regard to any termination of such Hedge other than a
termination by the Ceding Company resulting from the insolvency of such Hedge
Counterparty; provided that if such Hedge Counterparty fails to make any
such payments because it is insolvent (as defined in Section 16.01(a)),
then the applicable Assigned Hedge Proceeds Amount shall be an amount equal to
the Assigned Hedge Interest Proportion of the gross amount actually received by
the Ceding Company with respect to such Hedge during such Weekly Hedging
Proceeds Period.  For the avoidance of
doubt, the Assigned Hedge Proceeds Amount shall not be less than zero and in
all cases (including with respect to the immediately preceding proviso) shall
be determined without regard to any netting of amounts between the Ceding
Company and the relevant Hedge Counterparty.


 


“Authorized
Representative” shall have the meaning specified in Section 16.01(a).


 


“Business
Day” shall mean any day other than a Saturday, Sunday or any other day on
which banking institutions are authorized or required by law or executive order
to close in Des Moines, Iowa or Hamilton, Bermuda.


 


“C-4
Risk Charge” shall have the meaning specified in Section 5.01.


 


“Ceded
Reserves” shall have the meaning set forth in Section 10.01.


 


“Ceding
Company” shall have the meaning specified in the Preamble hereto.


 


“Claims”
shall have the meaning specified in Section 8.01.


 


“Commissions”
shall have the meaning specified in Section 4.01.


 


“Contested
Claim” shall have the meaning specified in Section 8.02(b).


 


“Effective
Date” shall mean July 1, 2009.


 


“Embedded
Value” shall mean the present value of (a) projected
future investment earnings on the Ceded Reserves, determined based on the asset
portfolio as of the date as of which the calculation is made, minus (b) the
Quota Share of projected future Claims, minus (c) future Policy
Expenses, each determined (i) from the date as of which the calculation is
made to the date on which no Reinsured Policy is projected to be outstanding, (ii) based
on the pricing assumptions and policy decrements for the Reinsured Policies and
Reinsured Liabilities as used by the Ceding Company and the Reinsurer on the
Effective Date and (iii) based on a discount 


 


2

















 


rate equal to ten percent
(10%); provided, however, that the Embedded Value shall in no
event be less than zero (0).


 


“Embedded
Value Report” shall have the meaning specified in Section 12.03(c).


 


“Excluded
Liabilities” shall mean (i) Extra-Contractual Obligations, (ii) any
liabilities other than liabilities related to partial surrenders, full
surrenders, death claims or other contractual benefits under the Reinsured
Policies, provided that, in connection with any Annuitizations, the
Reinsurer shall only be liable for the applicable Annuitization Payment, and
all payments made by the Ceding Company with respect to any Reinsured Policy or
any associated Supplementary Contract following the Annuitization of such
Reinsured Policy shall be an Excluded Liability and (iii) any ex gratia payments made by the Ceding Company (i.e., payments the Ceding Company is not required to make
under the terms of the Reinsured Policies).


 


“Extra-Contractual
Obligations” shall mean any liabilities or
obligations not arising under the express terms and conditions of, or in excess
of the applicable policy limits of, the Reinsured Policies, including
liabilities or obligations for fines, penalties, taxes, fees, forfeitures,
compensatory damages, and punitive, special, treble, bad faith, tort, exemplary
or other forms of extra-contractual damages awarded against or paid by the
Ceding Company, which liabilities or obligations arise from any act, error or
omission committed by the Ceding Company, whether or not intentional,
negligent, in bad faith or otherwise relating to (i) the form, marketing,
sale, underwriting, production, issuance, cancellation or administration of the
Reinsured Policies, (ii) the investigation, defense, trial, settlement or
handling of claims, benefits or payments under the Reinsured Policies, (iii) the
failure to pay, the delay in payment, or errors in calculating or administering
the payment of benefits, claims or any other amounts due or alleged to be due
under or in connection with the Reinsured Policies, or (iv) the failure of
the Reinsured Policies to qualify for their intended tax status.


 


“Factual
Information” shall have the meaning specified in Section 18.01(d).


 


“Final
Date” shall mean December 31, 2009.


 


“Funds
Withheld Account” shall have the meaning specified in Section 10.02(a).


 


“Funds Withheld
Adjustment” shall mean, as of any date of determination, an amount equal to
(a) Ceded Reserves minus (b) the Statutory Carrying Value of
assets held in the Funds Withheld Account minus (c) the market
value of assets held in any Reinsurance Trust minus (d) the amount
available under outstanding Letters of Credit minus (e) any amounts
due and unpaid by the Ceding Company under Section 9.03(a), (b),
(c) or (e).


 


“Funds
Withheld Amount” shall mean, as of the relevant date of determination, the Statutory
Carrying Value of all assets deposited in the Funds Withheld Account.


 


“Funds
Withheld Excess Withdrawals” shall have the meaning specified in Section 10.03(f).


 


3

















 


“Gross
Reserves” shall
mean the gross reserves of the Ceding Company in respect
of the Reinsured Policies, as determined in accordance with Section 10.01.


 


“Guaranty
Fund Assessment” shall mean an assessment or similar charge arising on
account of or in connection with participation, whether voluntary or
involuntary, in any guaranty association or comparable entity established or
governed by any state or other jurisdiction.


 


“Hedge
Counterparty” shall mean, with respect to each Hedge, the counterparty of
the Ceding Company with respect to such Hedge.


 


“Hedges”
shall have the meaning specified in Section 7.01(a).


 


“Hedging
Effectiveness Report” shall have the meaning specified in Section 9.01(f).


 


“Hedging
Procedures” shall mean the hedging procedures set forth in Schedule III,
as amended in accordance with Section 7.02.


 


“IMR”
shall mean the interest maintenance liability reserve with
respect to the assets in the Funds Withheld Account determined in accordance
with SAP, consisting of after-tax unamortized deferred gains and losses in
respect of such assets.


 


“Initial
Deposit Amount” shall have the meaning specified
in Section 10.03(a).


 


“Investment Management
Agreement” shall have the meaning specified in Section 10.07(a).


 


“Investment Manager”
shall have the meaning specified in Section 10.07(a).


 


“Letter
of Credit” shall have the meaning specified in Section 10.02(c).


 


“Letter
of Credit Excess Withdrawal” shall have the meaning specified in Section 10.05(c).


 


“Marketing Fee” shall
have the meaning specified in Section 4.01.


 


“Material
Adverse Effect” shall mean, with respect to either the Ceding Company or
the Reinsurer, a material adverse effect upon (a) the
business, operations, properties, financial condition, prospects or assets of
such party, (b) the ability of such party to perform and comply with its
obligations hereunder, (c) the validity, legality or enforceability of
this Agreement, or (d) the timing or amount of the cash flows attributable
to the business reinsured under this Agreement.


 


“Monthly
Accounting Period” shall have the meaning specified in Section 9.01(a).


 


“Monthly
Accounting Report” shall have the meaning specified in Section 9.01(a).


 


“Monthly
Net Settlement Amount” shall have the meaning specified in Section 9.03(b).


 


4

















 


“Net
Settlement Amount” shall mean the Monthly Net Settlement Amount or the
Quarterly Net Settlement Amount, as applicable.


 


“Non-Payment
Event” shall have the meaning specified in Section 12.02(b).


 


“Non-Public
Personal Information” shall have the meaning
specified in Section 19.10(c).


 


“Objection
Notice” shall have the meaning specified in Section 10.03(h).


 


“Permitted
Assets” shall mean cash, securities listed by the
Securities Valuation Office of the National Association of Insurance
Commissioners and qualifying as admitted assets of the Ceding Company under the
applicable laws of the State of Iowa, or any other form of security acceptable
to the Iowa Insurance Commissioner, or any combination of the above.


 


“Permits”
shall have the meaning specified in Section 18.01(g).


 


“Person”
shall mean and include an individual, a corporation, a partnership, an
association, a trust, an unincorporated organization or a government or
political subdivision thereof.


 


“Policy
Expenses” shall have the meaning specified in Section 4.03.


 


“Policy Issuance Fee”
shall have the meaning specified in Section 4.01.


 


“Policy Recapture
Effective Date” shall have the meaning specified in Section 13.01.


 


“Premium
Tax” shall have the meaning specified in Section 17.02.


 


“Pricing
Methodology” shall mean the pricing methodology in effect on
the Effective Date, as may be amended in accordance with Section 2.02(b),
which is employed by the Ceding Company to establish initial and renewal
interest rates, including non-guaranteed elements, for the equity index
annuities issued by the Ceding Company, a copy of which is set forth in Schedule
II.


 


“Proprietary
Information” shall have the meaning specified in Section 19.10(b).


 


“Qualified
U.S. Financial Institution” shall mean an institution that is (a) organized
or licensed under the laws of the Unites States or any state of the United
States; (b) is regulated, supervised and examined by federal or state
authorities having regulatory authority over banks and trust companies; and (c) has
been determined by either the Iowa Insurance Commissioner, or the securities
valuation office of the National Association of Insurance Commissioners, to
meet such standards of financial condition and standing as are considered
necessary and appropriate to regulate the quality of financial institutions
whose letters of credit will be acceptable to the Iowa Insurance Commissioner.


 


“Quarterly
Accounting Period” shall have the meaning specified in Section 9.01(b).


 


“Quarterly
Accounting Report” shall have the meaning specified in Section 9.01(b).


 


5

















 


“Quarterly
Net Settlement Amount” shall have the meaning specified in Section 9.03(c).


 


“Quota
Share” shall be twenty percent (20%).


 


“Receiver”
shall have the meaning specified in Section 12.03(a).


 


“Reinsurance
Premiums” shall have the meaning specified in Section 3.01.


 


“Reinsurance
Trust” shall have the meaning specified in Section 10.02(b).


 


“Reinsurance
Trust Excess Withdrawals” shall have the meaning specified in Section 10.04(f).


 


“Reinsured Liabilities”
shall mean the liabilities of the Ceding Company that relate to partial
surrenders, full surrenders, death claims, Annuitization Payments as provided
in Section 8.04 and other contractual benefits, in each case, under
the Reinsured Policies; provided that in no case shall “Reinsured
Liabilities” include any Excluded Liabilities.


 


“Reinsured
Policies” shall mean all deferred annuity contracts on
the policy forms listed on Schedule I, including any amendments, riders
or endorsements attached thereto, written by the Ceding Company on or following
the Start Date through, and including, the Final Date and, with respect to such
deferred annuity contracts written by the Ceding Company prior to the Effective
Date, are in force as of the close of business on the Effective Date; provided,
that “Reinsured Policies” shall not include any Supplementary Contracts or any
deferred annuity contracts that have been (a) subject to an Annuitization
in accordance with Section 8.04 or (b) recaptured by the
Ceding Company in accordance with Section 13.01.


 


“Reinsured
Policies Report” shall have the meaning specified in Section 9.01(c).


 


“Reinsurer”
shall have the meaning specified in the Preamble hereto.


 


“Renewal Commissions”
shall have the meaning specified in Section 4.02.


 


“SAP”
shall mean the statutory accounting principles and practices
prescribed or permitted for Iowa life insurance companies by the Iowa Insurance
Division.


 


“Similar
Policy Form” shall have the meaning specified in Section 2.01(d).


 


“Start
Date” shall mean January 1, 2009.


 


“Statutory
Carrying Value” shall mean, with respect to any asset held by the Ceding
Company in the Funds Withheld Account, as of the relevant date of
determination, the amount permitted to be carried by the Ceding Company as an
admitted asset consistent with SAP, as such amount is adjusted in accordance
with Section 10.03(h).


 


“Supplementary
Contracts” shall mean all supplementary contracts, whether with or without
life contingencies, issued by the Ceding Company in exchange for a Reinsured
Policy.


 


“Terminal
Accounting Period” shall have the meaning specified in Section 9.01(b).


 


6

















 


“Termination
Effective Date” shall mean the date on which the liability of the Reinsurer
with respect to all of the Reinsured Policies is terminated pursuant to Section 12.02(b),
(c) or (d) or the effective date of the rejection of
this Agreement by any Receiver.


 


“U.S. GAAP” means accounting principles generally accepted in
the United States.


 


“Weekly
Assigned Hedge Costs Settlement Amount” shall have the meaning specified in
Section 9.03(e).


 


“Weekly
Assigned Hedge Proceeds Settlement Amount” shall have the meaning specified
in Section 9.03(e).


 


“Weekly
Hedging Acquisition Period” shall have the meaning specified in Section 9.01(d).


 


“Weekly
Hedging Acquisition Report” shall have the meaning specified in Section 9.01(d).


 


“Weekly
Hedging Proceeds Period” shall have the meaning specified in Section 9.01(d).


 


“Weekly
Hedging Proceeds Report” shall have the meaning specified in Section 9.01(d).


 


Section 1.02           Other Definitional
Provisions.


 


(a)           For purposes of this
Agreement, the words “hereof,” “herein,” “hereby” and other words of similar
import refer to this Agreement as a whole, including all Schedules and Exhibits
to this Agreement, unless otherwise indicated.


 


(b)           Whenever the singular is
used herein, the same shall include the plural, and whenever the plural is used
herein, the same shall include the singular, where appropriate.


 


(c)           The term “including” means “including
but not limited to.”


 


(d)           Whenever used in this
Agreement, the masculine gender shall include the feminine and neutral genders
and vice versa.


 


(e)           The Schedules and Exhibits
hereto are hereby incorporated by reference into the body of this Agreement.


 


(f)            All references herein to
Articles, Sections, Subsections, Paragraphs, Exhibits and Schedules shall be
deemed references to Articles and Sections and Subsections and Paragraphs of,
and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.


 


(g)           All terms
defined in this Agreement shall have the defined meaning when used in any
Schedule, Exhibit, certificate, report or other documents attached hereto or
made or delivered pursuant hereto unless otherwise defined therein.


 


7

















 


ARTICLE
II


 


COVERAGE


 


Section 2.01           Scope of Coverage.


 


(a)           This Agreement shall be effective as of 12:01 A.M. on the
Effective Date.


 


(b)           This
Agreement is an agreement for indemnity reinsurance made solely between the
Ceding Company and the Reinsurer.


 


(c)           Subject to the terms,
conditions and limits of this Agreement (including the exclusion from coverage
of Excluded Liabilities), the Ceding Company shall automatically cede and the
Reinsurer shall automatically reinsure the Quota Share of the Reinsured
Liabilities.


 


(d)           The Ceding Company shall
deliver notice to the Reinsurer ten (10) Business Days prior to issuing
contracts on policy forms that are substantially similar to the forms set forth
on Schedule I or issuing contracts providing substantially similar
economic benefits to policyholders as to be provided by the Reinsured Policies
(each a “Similar Policy Form”). 
The Reinsurer shall have the right to amend Schedule I to add any
Similar Policy Form to Schedule I and include contracts on any
Similar Policy Form as Reinsured Policies under this Agreement.  The Ceding Company shall provide to the
Reinsurer any additional information relating to any Similar Policy Form or
contracts written on any Similar Policy Form as is reasonably requested by
the Reinsurer from time to time.


 


(e)           Subject to the terms,
conditions and limits of this Agreement (including the exclusion from coverage
of Excluded Liabilities and excluding the investment performance of the assets
in the Funds Withheld Account), the Reinsurer shall follow the fortunes of the
Ceding Company, and to that end the Reinsurer’s liability for the Reinsured
Policies shall be identical to that of the Ceding Company and shall be subject
to the same risks, terms, conditions, interpretations, waivers, modifications,
alterations and cancellations as the respective insurances of the Ceding
Company, subject in each case to the Ceding Company’s duty to adhere to the
Hedging Procedures, the Pricing Methodology and its obligations pursuant to Article XI.


 


(f)            Notwithstanding anything to
the contrary herein, the Reinsurer shall not be liable for any Excluded
Liabilities.


 


Section 2.02           Underwriting of Policies Subject to Reinsurance.


 


(a)           The Reinsurer shall only be
required to automatically reinsure policies which have been underwritten in
accordance with the Pricing Methodology.


 


(b)           The Ceding
Company shall not, without the prior written consent of the Reinsurer, make any
changes to the Pricing Methodology as it relates to the Reinsured Policies
which are material to the business reinsured under this Agreement.  Any policies written by the Ceding Company
after any such changes are made to the Pricing Methodology without the prior 


 


8

















 


written consent of the Reinsurer shall only be Reinsured Policies
hereunder if the Reinsurer consents to including such policies as Reinsured
Policies.


 


Section 2.03           Retention.  The Ceding Company shall retain, net and
unreinsured, at its own risk and liability, eighty percent (80%) of the
liabilities with respect to each of the Reinsured Policies, and the Ceding
Company shall not transfer, assign, convey, reinsure or otherwise dispose of its
share of the liabilities with respect to the Reinsured Policies without the
prior written consent of the Reinsurer, which consent shall not be unreasonably
withheld; provided that the Ceding Company may reinsure any or all of
such retention to a wholly-owned subsidiary of the Ceding Company if: (a) such
wholly-owned subsidiary of the Ceding Company is contractually required to
retain such amounts at its own risk and liability without the benefit of
reinsurance and (b) the Ceding Company continues to provide all claim
management and administration services with respect to such policies retained
by such wholly-owned subsidiary of the Ceding Company in accordance with Article XI.


 


Section 2.04           Policy  Changes.


 


(a)           The Ceding Company will not,
without the prior written consent of the Reinsurer, terminate, amend, modify or
waive any provision or provisions of the Reinsured Policies which are material
to the business reinsured under this Agreement.


 


(b)           Any such terminations,
amendments, modifications or waivers made without the prior written consent of
the Reinsurer shall be disregarded for purposes of this Agreement, and the
reinsurance with respect to the affected policy will continue as if such
termination, amendment, modification or waiver had not been made.


 


Section 2.05           Reinstatement of Surrendered Policies.  If a Reinsured
Policy that has been surrendered is reinstated according to its terms and the
Ceding Company’s reinstatement policies, the Reinsurer will, upon notification,
automatically reinstate the reinsurance with respect to such Reinsured Policy; provided,
that, to the extent that the reinstatement of such Reinsured Policy requires
payment of premiums in arrears or reimbursement of claims paid, the Ceding
Company shall pay to the Reinsurer all Reinsurance Premiums in arrears and the
Quota Share of all reimbursements of Claims paid on such Reinsured Policy.


 


Section 2.06           Misstatement of Fact.  In the event of a change in
the amount payable under a Reinsured Policy due to a misstatement in fact, the
Reinsurer’s liability with respect to such Reinsured Policy will change
proportionately. The Reinsured Policy will be rewritten from commencement on
the basis of the adjusted amounts using premiums and such other terms based on
the correct facts, and the proper adjustment for the difference in Reinsurance
Premiums, without interest, will be made.


 


Section 2.07           Programs of
Internal Replacement.  The Ceding
Company shall not solicit, or allow its Affiliates to solicit, directly or
indirectly, policy holders of the Reinsured Policies in connection with any
program of internal replacement.  The
term “program of internal replacement” means any program sponsored or supported
by the Ceding Company or any of its Affiliates that is offered to a class of
policy owners and in which a Reinsured Policy or a portion 


 


9

















 


of a Reinsured Policy is exchanged for another policy that is written
by the Ceding Company or any Affiliate of the Ceding Company or any successor
or assignee of any of them.


 


ARTICLE III


 


REINSURED PREMIUMS


 


Section 3.01           Reinsurance Premiums.  The payment of Reinsurance Premiums is a
condition precedent to the liability of the Reinsurer under this
Agreement.  The Ceding Company shall pay
to the Reinsurer the Quota Share of the gross premiums received by the Ceding
Company with respect to the Reinsured Policies (the “Reinsurance Premiums”).  Such Reinsurance Premiums shall be payable in
accordance with Section 9.03.


 


ARTICLE IV


 


POLICY EXPENSES


 


Section 4.01           Commissions, Marketing Fee
and Policy Issuance Fee.  In
connection with the issuance of each Reinsured Policy, the Reinsurer shall pay
to the Ceding Company an expense allowance related to such Reinsured Policy in
an amount equal to (a) the Quota Share of initial commissions set forth on
Schedule IV  multiplied by gross premiums received by the Ceding
Company with respect to such Reinsured Policy (the “Commissions”) plus
(b) a marketing expense allowance equal to the Quota Share of one percent
(1.00%) of gross premiums received by the Ceding Company upon the issuance of
such Reinsured Policy (the “Marketing Fee”) plus (c) a per
policy issuance fee equal to the Quota Share of $250 (the “Policy Issuance
Fee”).


 


Section 4.02           Renewal Commissions.  Subject to the terms set forth on Schedule
IV, upon the renewal dates set forth on Schedule IV, the Reinsurer
shall pay to the Ceding Company the Quota Share of the respective renewal
commissions set forth on Schedule IV  multiplied by gross premiums
received by the Ceding Company upon the original issuance of such Reinsured
Policy (the “Renewal Commissions”).


 


Section 4.03           Administration Fee.  On a monthly basis, the Reinsurer shall pay
to the Ceding Company an expense allowance related to all Reinsured Policies
(the “Administration Fee” and, together with the Commissions, the
Marketing Fees, the Policy Issuance Fees and the Renewal Commissions, the “Policy
Expenses”) in an amount equal to the Quota Share of (a) $4.00 multiplied
by (b) (i) the number of Reinsured Policies in force on the first
day of the relevant month plus the number of Reinsured Policies in force
on the last day of the relevant month, divided by (ii) two
(2).  A three percent (3%) per annum
inflation factor will be added to the Administration Fee commencing on the
first anniversary of this Agreement.  The
Policy Expenses shall be payable by the Reinsurer to the Ceding Company in
accordance with Section 9.03.


 


10
















 


ARTICLE V


 


C-4 RISK CHARGE


 


Section 5.01           C-4 Risk Charge.  The Reinsurer will reimburse the Ceding
Company for the economic cost of funding the statutory risk-based-capital
associated with C-4 Risk (the “C-4 Risk Charge”) quarterly in an amount
equal to 17 basis points per annum (0.17%) multiplied by the average of
Ceded Reserves during the relevant quarterly period.  The C-4 Risk Charge shall be payable in
accordance with Section 9.03.


 


ARTICLE VI


 


GUARANTY FUND ASSESSMENTS


 


Section 6.01           Guaranty Fund Assessments.  The Reinsurer shall reimburse the Ceding
Company for the Quota Share of any Guaranty Fund Assessments paid by the Ceding
Company with respect to any Reinsured Policy. 
To the extent there is any recovery of Guaranty Fund Assessments paid by
the Reinsurer, the Ceding Company shall promptly pay the Quota Share of such
recovery to the Reinsurer.


 


ARTICLE
VII


 


HEDGING


 


Section 7.01           Acquisition of Hedges; Payments.


 


(a)           In accordance with the
Hedging Procedures, the Ceding Company shall purchase derivatives in connection
with the Reinsured Policies (the “Hedges”), primarily in the form of
equity index call options, to hedge the index risk associated with the
Reinsured Policies.  The Ceding Company
shall assign to the Reinsurer a fractional interest in the gross proceeds in
respect of the Hedges purchased in an amount sufficient to hedge the index risk
associated with the Quota Share of the Reinsured Policies (such fractional
interest, the “Assigned Hedge Interest Proportion”).  Such assignment shall occur automatically,
without further action on the part of either party to this Agreement, upon the
purchase by the Ceding Company of any Hedge in accordance with the Hedging
Procedures or, in the case of any Hedges entered into prior to the date hereof,
as of the date hereof.


 


(b)           The Ceding Company shall pay
to the Reinsurer any Assigned Hedge Proceeds Amounts, and the Reinsurer shall
pay to the Ceding Company any Assigned Hedge Costs Amounts, in each case, in
accordance with Section 9.03. 
The Ceding Company shall act as the agent for the Reinsurer in making
payments and collecting proceeds with respect to the Assigned Hedge Interest
Proportion of each Hedge.


 


(c)           For the avoidance of doubt,
in the event that there are Assigned Hedge Proceeds Amounts with respect to a
Hedge for a Weekly Hedging Proceeds Period and the Ceding Company fails to make
a corresponding Weekly Assigned Hedge Proceeds Settlement Amount payment, the
Reinsurer shall have the right to setoff the amount of such payment against any
amounts owed to the Ceding Company hereunder.


 


11

















 


Section 7.02           Hedging Standards.


 


(a)           The Ceding Company shall use
reasonable care in its hedging activities with respect to the Reinsured
Policies, and such activities shall be (i) consistent with the Hedging
Procedures, (ii) consistent with the Ceding Company’s hedging strategies
with respect to index annuity contracts issued by the Ceding Company, including
with respect to counterparty exposure, and (iii) no less favorable than
the hedging activities used by the Ceding Company with respect to index annuity
contracts issued by the Ceding Company that are not Reinsured Policies.  In addition, the Ceding Company shall not treat
the Hedges in any respect in a manner that is different than the manner in
which it treats the hedges it enters into with respect to index annuity
contracts issued by the Ceding Company that are not Reinsured Policies.


 


(b)           The Ceding Company shall
not, without the prior written consent of the Reinsurer, (i) make any
changes to the Hedging Procedures as they relate to hedging the Reinsurer’s
risk hereunder or (ii) assign or otherwise transfer any interest or
obligation in or under any Hedge.


 


(c)           The Ceding
Company shall consult with the Reinsurer with respect to the selection of
counterparties for the Hedges.


 


ARTICLE
VIII


 


CLAIMS
AND ANNUITIZATIONS


 


Section 8.01           Claims  Payment.  Subject to Section 8.02,  the Reinsurer shall pay to the Ceding Company the Quota
Share of the Claims paid by the Ceding Company in accordance with Section 9.03.  “Claims” will
consist of claims, net of applicable surrender charges, if any, for benefits
related to partial surrenders, full surrenders, death claims and other
contractual benefits under the Reinsured Policies and incurred on or after the
Effective Date.  Claims shall not include
any Annuitization Payments, Excluded Liabilities or any liabilities other than
the Reinsured Liabilities.


 


Section 8.02           Claims Settlement.


 


(a)           The Ceding Company is
responsible for the settlement of Claims in accordance with Article XI,
applicable law and policy terms.


 


(b)           The Ceding Company will
notify the Reinsurer promptly of its intention to investigate, contest,
compromise or litigate any Claim involving a Reinsured Policy (any such claim,
a “Contested Claim”).  The Ceding
Company will provide the Reinsurer all relevant information and documents, as
such become available, pertaining to Contested Claims and will promptly report
any developments during the Reinsurer’s review.


 


(c)           Subject to Section 2.01(f) relating
to Excluded Liabilities, the Reinsurer will reimburse the Ceding Company for
its Quota Share of the reasonable expenses of any contest or compromise of a
Claim, and will share in the reduction of liability in the same proportion.  If the Reinsurer so elects, it may discharge
its liability with respect to any Contested Claim by paying to the Ceding
Company its Quota Share of such Claim as originally presented 


 


12

















 


to the Ceding Company and, thereafter, will have no obligation to the
Ceding Company for reimbursement of expenses related to the contest of such
Claim and will not share in any subsequent reduction in liability relating to
such Claim.


 


(d)           If the Reinsurer does not
elect to discharge its liability with respect to any Contested Claim as set
forth in Section 8.02(c), the Ceding Company will promptly advise
the Reinsurer of all significant developments, including notice of legal
proceedings (including, but not limited to, consumer complaints or actions by
governmental authorities) initiated in connection with such Contested Claim.


 


Section 8.03           Recoveries.  Subject to Section 8.02(c), if
the Ceding Company obtains any recoveries in respect of a Claim paid by it in
accordance with the terms of any Reinsured Policy, the Ceding Company shall
promptly pay to the Reinsurer the Quota Share of such recoveries.


 


Section 8.04           Annuitizations.  In the event that a Reinsured Policy is
annuitized under the contract provisions of such policy (each an “Annuitization”),
the Ceding Company shall convert such Reinsured Policy to one or more
Supplementary Contracts.  At the time of
such conversion, the Reinsurer shall pay to the Ceding Company an amount equal
to the Quota Share of the policy surrender value of such Reinsured Policy as of
the time of the conversion (an “Annuitization Payment”) in accordance
with Section 9.03.  Upon the
Annuitization of a Reinsured Policy, the deferred annuity contract, including
any amendments, riders or endorsements attached thereto and any associated
Supplementary Contracts, comprising such Reinsured Policy shall cease to be a
Reinsured Policy under this Agreement, and, with the exception of the
Annuitization Payment described in this Section 8.04, the Reinsurer
will have no further liability with respect to such deferred annuity contract,
any amendments, riders or endorsements attached thereto or any associated
Supplementary Contracts.


 


ARTICLE
IX


 


REPORTING
AND SETTLEMENTS


 


Section 9.01           Ceding Company Reporting.


 


(a)           Within eight (8) Business Days following the end of each calendar
month other than a calendar month following which a Quarterly Accounting Report
will be delivered under Section 9.01(b), the Ceding Company shall
deliver to the Reinsurer an accounting report (a “Monthly Accounting Report”)
substantially in the form set forth in Exhibit A for the
immediately preceding calendar month (a “Monthly Accounting Period”).


 


(b)           Within eight (8) Business Days following the end of each calendar
quarter and any Termination Effective Date, the Ceding Company shall deliver to
the Reinsurer an accounting report (a “Quarterly Accounting Report”)
substantially in the form set forth in Exhibit B for the
immediately preceding calendar quarter (a “Quarterly Accounting Period”)
or, in the case of termination, the period from the end of the immediately
preceding Quarterly Accounting Period to the date on which this Agreement is
terminated (the “Terminal Accounting Period”), as applicable.


 


13

















 


(c)           Within eight (8) Business Days following the end of each Monthly
Accounting Period, the Ceding Company shall deliver to the Reinsurer a report
of the Reinsured Policies (a “Reinsured Policies Report”) substantially
in the form set forth in Exhibit C and seriatim
information with respect to each of the Reinsured Policies which shall be
redacted such that it does not include information identifiable to an
individual policyholder.


 


(d)           On the Business Day immediately preceding the last Business Day of each
calendar week, the Ceding Company shall deliver to the Reinsurer a report (a “Weekly
Hedging Acquisition Report”) substantially in the form set forth in Exhibit D
for such calendar week (a “Weekly Hedging Acquisition Period”).  On the second (2nd) Business Day of each calendar week, the Ceding Company shall deliver
to the Reinsurer a report (a “Weekly Hedging Proceeds Report”)
substantially in the form set forth in Exhibit E for the
immediately preceding calendar week (a “Weekly Hedging Proceeds Period”).


 


(e)           Within eight (8) Business Days following the end of each Monthly
Accounting Period, the Ceding Company shall deliver to the Reinsurer a report
of the Hedges in substantially the form set forth in Exhibit F.


 


(f)            Within three (3) Business Days following the preparation thereof
by the Ceding Company, and at least once for each Quarterly Accounting Period
(which shall be delivered no later than twenty-five (25) calendar days
following the end of the relevant Quarterly Accounting Period), the Ceding
Company shall deliver to the Reinsurer a report (the “Hedging
Effectiveness Report”) substantially in the form of Exhibit G
which demonstrates the effectiveness
of the Hedges on an aggregate basis as a hedge against the index risk associated
with the Quota Share of the Reinsured Policies. 
Upon the reasonable request of the Reinsurer, the
Ceding Company shall (i) make available to the Reinsurer employees and
officers of the Ceding Company knowledgeable about the Hedges and the Hedging
Effectiveness Report and (ii) provide to the Reinsurer information related
to the Hedges or the Hedging Effectiveness Report.


 


(g)           The Ceding Company shall deliver to the Reinsurer (i) a copy of
its unaudited annual statement (Blue Book) within eight (8) Business Days
following the filing thereof with the Iowa Insurance Division but no later than
March 1 of each year, (ii) a copy of its audited annual statutory
financial statements within eight (8) Business Days following the filing
thereof with the Iowa Insurance Division but no later than June 1 of each
year, (iii) a copy of its unaudited quarterly statutory financial
statements within eight (8) Business Days following the filing thereof
with the Iowa Insurance Division but no later than forty-five (45) calendar
days after the end of each calendar quarter, (iv) a copy of the audited
annual financial statements of American Equity Investment Life Holding Co.
within eight (8) Business Days following the filing thereof with the
United States Securities and Exchange Commission but no later than March 31
of each year and (v) a copy of the unaudited quarterly financial
statements of American Equity Investment Life Holding Co. within eight (8) Business
Days following the filing thereof with the United States Securities and
Exchange Commission but no later than May 31, August 31 and November 30
of each year, as applicable.


 


14

















 


(h)           Upon request, the Ceding
Company will promptly provide the Reinsurer with any additional information
related to the Reinsured Policies which the Reinsurer requires in order to
complete its financial statements.


 


(i)            The Ceding Company
acknowledges that timely and correct compliance with the reporting requirements
of this Agreement are a material element of the Ceding Company’s
responsibilities hereunder and an important basis of the Reinsurer’s ability to
reinsure the risks hereunder.  Consistent
and material non-compliance with reporting requirements, including extended
delays, will constitute a material breach of the terms of this Agreement.


 


Section 9.02           Reinsurer Reporting.  The
Reinsurer shall deliver to the Ceding Company (a) a copy of its audited
annual statutory financial statements or unaudited annual statutory financial
statements, in each case, within eight (8) Business Days following the
filing thereof with the Bermuda Monetary Authority, which filing is due by April 30
of each year, and (b) a copy of its unaudited quarterly statutory
financial statements within eight (8) Business Days after the completion
thereof but no later than sixty (60) calendar days after the end of each
quarter.


 


Section 9.03           Settlements.


 


(a)           Until such time that credit
for reinsurance is not provided through the Funds Withheld Account as specified
in Section 10.02(a), a daily settlement amount shall be calculated
on each Business Day by the Ceding Company on the basis of Reinsurance Premiums
received with respect to Reinsured Policies issued during the previous Business
Day, Commissions, Marketing Fees and Policy Issuance Fees with respect to
Reinsured Policies issued during the previous Business Day, Renewal Commissions
with respect to Reinsured Policies whose renewal dates (as determined in
accordance with Schedule IV) occurred during the previous Business Day,
Claims paid by the Ceding Company during the previous Business Day and
Annuitization Payments with respect to Annuitizations occurring during the
previous Business Day.  On each Business
Day, the Ceding Company shall effectuate the payment of such daily settlement
amount by (i) depositing such Reinsurance Premiums, net of any
Commissions, Marketing Fees, Policy Issuance Fees and Renewal Commissions then
due, into the Funds Withheld Account and (ii) withdrawing the
Annuitization Payments and the Quota Share of such Claims from the Funds
Withheld Account.


 


(b)           The net balance payable
under this Agreement for each Monthly Accounting Period (as set forth in the
applicable Monthly Accounting Report, the “Monthly Net Settlement Amount”)
shall be payable as follows:


 


(i)            if the Monthly Net
Settlement Amount indicated in the Monthly Accounting Report is positive, the
Ceding Company shall deposit such amount into the Funds Withheld Account, or,
if a Funds Withheld Account is not being used to provide credit for reinsurance,
pay such amount to the Reinsurer, on the date of delivery of the Monthly
Accounting Report to the Reinsurer; or


 


15

















 


(ii)           if the Monthly Net
Settlement Amount indicated in the Monthly Accounting Report is negative, the
Ceding Company shall withdraw the absolute value of such negative amount from
the Funds Withheld Account on the date that is five (5) Business Days
following the delivery of the Monthly Accounting Report to the Reinsurer; provided,
that if the absolute value of such negative Monthly Net Settlement Amount is
greater than the Statutory Carrying Value of the assets in the Funds Withheld
Account as of the last day of the relevant Monthly Accounting Period, then the
Reinsurer shall pay the amount of such difference to the Ceding Company no
later than eight (8) Business
Days after the receipt by the Reinsurer of the applicable Monthly Accounting
Report.


 


(c)           The net balance payable
under this Agreement for each Quarterly Accounting Period and any Terminal
Accounting Period (as set forth in the applicable Quarterly Accounting Report,
the “Quarterly Net Settlement Amount”) shall be payable as follows:


 


(i)            if the Quarterly Net
Settlement Amount indicated in the Quarterly Accounting Report is positive, the
Ceding Company shall deposit such amount into the Funds Withheld Account, or,
if a Funds Withheld Account is not being used to provide credit for
reinsurance, pay such amount to the Reinsurer, on the date of delivery of the
Quarterly Accounting Report to the Reinsurer; and


 


(ii)           if the Quarterly Net
Settlement Amount indicated in the Quarterly Accounting Report is negative, the
Ceding Company shall withdraw the absolute value of such negative amount from
the Funds Withheld Account on the date that is five (5) Business Days
following the delivery of the Quarterly Accounting Report to the Reinsurer; provided,
that if the absolute value of such negative Quarterly Net Settlement Amount is
greater than the Statutory Carrying Value of the assets in the Funds Withheld
Account as of the last day of the relevant Quarterly Accounting Period, then
the Reinsurer shall pay the amount of such difference to the Ceding Company no
later than eight (8) Business
Days after the receipt by the Reinsurer of the applicable Quarterly Accounting
Report.


 


(d)           The Funds Withheld
Adjustment payable under this Agreement for each Quarterly Accounting Period
and any Terminal Accounting Period (as set forth in the applicable Quarterly
Accounting Report) shall be payable as follows:


 


(i)            if the Funds Withheld
Adjustment is positive, the Reinsurer shall deposit Permitted Assets with a
Statutory Carrying Value equal to such positive amount into the Funds Withheld
Account no later than eight (8) Business
Days after the receipt by the Reinsurer of the applicable Quarterly Accounting
Report; provided that, if credit for reinsurance is being provided
through a Reinsurance Trust or a Letter of Credit pursuant to Section 10.02,
the Reinsurer may satisfy its obligations pursuant to this Section 9.03(d)(i) by
depositing Permitted Assets with a market value equal to such positive amount
in a Reinsurance Trust or providing a Letter of Credit with an available amount
equal to such positive amount, in each case, no later than eight (8) Business
Days after the receipt by the Reinsurer of the applicable Quarterly Accounting
Report;


 


16

















 


(ii)           if the Funds Withheld
Adjustment is negative, on the date of delivery of the Quarterly Accounting
Report, the Ceding Company shall withdraw the absolute value of such negative
amount from the Funds Withheld Account and pay the absolute value of such
negative amount to the Reinsurer; provided, that, if the absolute value
of such negative amount is greater than the Statutory Carrying Value of the
assets held in the Funds Withheld Account, the Ceding Company shall permit the
Reinsurer to withdraw assets from any Reinsurance Trust and/or reduce the
available amount of any Letter of Credit in an amount equal to the absolute
value of such negative amount.


 


(e)           The aggregate Assigned Hedge
Costs Amount payable under this Agreement for each Weekly Hedging Acquisition
Period (as set forth in the applicable Weekly Hedging Acquisition Report, the “Weekly
Assigned Hedge Costs Settlement Amount”) and the aggregate Assigned Hedge
Proceeds Amount payable under this Agreement for each Weekly Hedging Proceeds
Period (as set forth in the applicable Weekly Hedging Proceeds Report, the “Weekly
Assigned Hedge Proceeds Settlement Amount”) shall be payable as follows:


 


(i)            the Ceding Company shall
withdraw the Weekly Assigned Hedge Costs Settlement Amount from the Funds
Withheld Account on the Business Day immediately following the day on which the
applicable Weekly Hedging Acquisition Report is delivered; provided,
that if the Weekly Assigned Hedge Costs Settlement Amount is greater than the
Statutory Carrying Value of the assets in the Funds Withheld Account as of such
date, then the Reinsurer shall pay the amount of such difference to the Ceding
Company no later than eight (8) Business
Days after the receipt by the Reinsurer of the applicable Weekly Hedging
Acquisition Report; and


 


(ii)           the Ceding Company shall
deposit the Weekly Assigned Hedge Proceeds Settlement Amount into the Funds
Withheld Account, or, if a Funds Withheld Account is not being used to provide
credit for reinsurance, pay such amount to the Reinsurer, on the Business Day
immediately following the day on which the applicable Weekly Hedging Proceeds
Report is delivered.


 


(f)            Any amount due under this
Agreement shall be paid by wire transfer of immediately available funds to the
account or accounts designated by the recipient.


 


ARTICLE X


 


CREDIT FOR REINSURANCE


 


Section 10.01         Reserves.  The Reinsurer shall
establish reserves in respect of the Reinsured Policies (the “Ceded Reserves”)
in an amount equal to the Quota Share of the Gross Reserves.  The Gross Reserves shall be calculated in
good faith on a seriatim basis by the Ceding
Company in accordance with SAP, using the highest valuation interest rates
permitted under SAP guidelines for the liabilities ceded.  In no event shall Gross Reserves include (a) additional
actuarial reserves (as used in connection with SAP), if any, established by the
Ceding Company as a result of its annual cash flow testing, (b) any asset
valuation reserves (as used in connection with SAP) established by the Ceding
Company, or (c) any other reserve not directly attributable to specific
Reinsured Policies.


 


17

















 


Section 10.02         Form of Security.  The Reinsurer shall ensure that the Ceding
Company will receive credit for the reinsurance effected hereunder on its
statutory financial statements filed in the State of Iowa and all other states
in which it must file statutory financial statements.  In order to provide the Ceding Company with
such credit for reinsurance for the Ceded Reserves, the Reinsurer shall:


 


(a)           request the Ceding Company
to establish a segregated account (the “Funds Withheld Account”),
pursuant to a trust agreement attached as Exhibit H, with a
Qualified United States Financial Institution meeting the requirements set
forth in Section 10.03;


 


(b)           establish a United States
trust account (a “Reinsurance Trust”) (naming the Reinsurer as the
grantor and the Ceding Company as the beneficiary) with a Qualified United
States Financial Institution meeting the requirements set forth in Section 10.04;


 


(c)           cause to remain in full
force and effect one or more letters of credit (each, a “Letter of Credit”)
meeting the requirements set forth in Section 10.05;


 


(d)           utilize any other method
permitted by the Iowa Insurance Division (including becoming licensed as a life
insurance company in the State of Iowa); or


 


(e)           provide a combination of
items (a), (b), (c) and (d) above.


 


The Reinsurer shall determine the method by which the Reinsurer
provides credit for reinsurance hereunder for the Ceded Reserves, as long as
such method is set forth in this Section 10.02; provided,
that any election by the Reinsurer to secure its obligations hereunder for the
Ceded Reserves through the use of any method other than that set forth in Section 10.02(a) shall
be subject to the consent of the Ceding Company (such consent not to be
unreasonably withheld); provided, further, no consent of the
Ceding Company shall be required if the Ceding Company is in breach of any
provision of this Agreement and such breach has not been cured within fifteen
(15) Business Days after the Reinsurer has provided notice of such breach to
the Ceding Company.  If the relevant laws
or regulations of the State of Iowa are amended or there is a change in legal
status by either the Ceding Company or the Reinsurer subsequent to the
Effective Date of this Agreement, and if, as a result of such change, a
different amount or a different type of security is necessary to maintain the
Ceding Company’s credit for reinsurance, the Reinsurer may, subject to the
consent of the Ceding Company (such consent not to be unreasonably withheld),
adjust the amount of security or change the type of security to comply with the
revised requirements.  Such adjustments
may include reducing the security in or terminating in its entirety the Funds
Withheld Account, any Reinsurance Trust or any Letter of Credit.  The Reinsurer and the Ceding Company will
cooperate in good faith to effectuate this provision.  Furthermore, in the event at any time the
Funds Withheld Account, any Reinsurance Trust or any Letter of Credit becomes
unnecessary in order for the Ceding Company to receive credit for reinsurance
under this Agreement, the Ceding Company and the Reinsurer shall cooperate in
good faith to terminate the Funds Withheld Account, any Reinsurance Trust or
any Letter of Credit, and all other terms and conditions of this Agreement
shall remain in full force and effect.


 


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Section 10.03         Funds Withheld Account.


 


(a)           On August 18, 2009, the
Ceding Company deposited Permitted Assets with a Statutory Carrying Value, as
of the date of such deposit, equal to $346,950,000 in the Funds Withheld
Account, and on September 4, 2009, the Ceding Company deposited Permitted
Assets with a Statutory Carrying Value, as of the date of such deposit, equal
to $39,103,148.31 in the Funds Withheld Account (the aggregate of such
deposits, the “Initial Deposit Amount”). 
The parties acknowledge that interest shall be payable by the Ceding
Company to the Reinsurer on such Initial Deposit Amount at a rate equal to six
and three-tenths percent (6.30%) per annum from and including January 1,
2009 to and excluding September 1, 2009; provided that, for the
purpose of calculating such interest amount, the Reinsurance Premiums, net of
Policy Expenses, with respect to each Reinsured Policy issued prior to September 1,
2009 shall be deemed (i) to have been received by the Ceding Company on
the fifteenth (15th) day of the calendar month in which such Reinsured Policy
was issued and (ii) not to have been deposited in the Funds Withheld
Account.


 


(b)           The Funds Withheld Amount so
held in the Funds Withheld Account shall increase or decrease at the end of
each Business Day, Monthly Accounting Period and each Quarterly Accounting
Period based on the settlement procedures set forth in Section 9.03.


 


(c)           The Ceding Company shall
establish and maintain an account payable to the Reinsurer on its statutory
books and records in the amount of the Funds Withheld Amount.  The assets constituting the Funds Withheld
Amount shall be invested in and consist only of Permitted Assets and shall be
valued according to their Statutory Carrying Value.


 


(d)           The Funds Withheld Account
shall remain in effect for as long as the Reinsurer has outstanding obligations
under this Agreement, until the Reinsurer effectuates the provision of all of
the reinsurance credit required to be provided to the Ceding Company hereunder
through the use of any method other than the method set forth in Section 10.02(a) or
until earlier terminated by mutual agreement. 
The Funds Withheld Account shall be established and maintained by the
Ceding Company exclusively for the purposes set forth in this Agreement.


 


(e)           Notwithstanding any other
provision hereof, assets held in the Funds Withheld Account may be withdrawn by
the Ceding Company at any time and shall be utilized and applied by the Ceding Company
or any of its successors in interest by operation of law, including any
liquidator, rehabilitator, receiver or conservator of the Ceding Company,
without diminution because of insolvency on the part of the Ceding Company or
the Reinsurer, only for the following purposes:


 


(i)            to reimburse the Ceding
Company for the Quota Share of premiums which are returned to the owners of the
Reinsured Policies because of cancellations of such Reinsured Policies;


 


(ii)           to reimburse the Ceding
Company for Annuitization Payments and the Quota Share of Claims paid pursuant
to the provisions of the Reinsured Policies;


 


(iii)          to pay any other amounts
which the Ceding Company claims are due under this Agreement; and


 


19

















 


(iv)          to pay any Net Settlement
Amount, Funds Withheld Adjustment or Weekly Assigned Hedge Proceeds Settlement
Amount due from the Ceding Company to the Reinsurer.


 


Notwithstanding the foregoing, other than withdrawals made by the
Ceding Company for the purpose of effectuating the payment of daily settlement
amounts under Section 9.03(a), the Ceding Company shall only
withdraw funds from the Funds Withheld Account upon providing the Reinsurer
with written notice at least five (5) Business Days prior to such withdrawal.


 


(f)            The Ceding Company shall
promptly return to the Funds Withheld Account any assets withdrawn in excess of
the actual amounts required in paragraphs (i) through (iv) immediately
above or any amounts that are subsequently determined not to be due under
paragraph (iii) immediately above (“Funds Withheld Excess Withdrawals”).  The Ceding Company shall also pay interest on
any Funds Withheld Excess Withdrawals at a rate equal to the portfolio yield on
the assets in the Funds Withheld Account for the calendar quarter immediately
preceding the date of determination from and including the date of withdrawal
to but excluding the date on which the Funds Withheld Excess Withdrawal is
returned to the Funds Withheld Account. 
Any Funds Withheld Excess Withdrawals shall be held by the Ceding
Company or any successor in interest of the Ceding Company in trust for the
benefit of the Reinsurer and shall at all times be maintained separate and
apart from any assets of the Ceding Company, for the sole purposes described in
paragraphs (i) through (iv) immediately above.


 


(g)           The Ceding Company and the
Reinsurer agree that any IMR required to be maintained with respect to assets
in the Funds Withheld Account shall be ceded to and held by the Reinsurer and
the Ceding Company shall have no obligation to establish any IMR related to
such assets.  Any IMR with respect to
assets in the Funds Withheld Account shall be calculated by the Reinsurer.


 


(h)           Determinations of statutory
impairments of assets held in the Funds Withheld Account which are made by the
Ceding Company will be subject to the consent of the Reinsurer (such consent
not to be unreasonably withheld). 
Notwithstanding Article XV, any disagreements with respect
to the determinations of statutory impairments of assets held in the Funds
Withheld Account shall be subject to this Section 10.03(h).  The Ceding Company shall promptly notify the
Reinsurer in writing if the Ceding Company determines that any assets held in
the Funds Withheld Account have become impaired for purposes of determining
Statutory Carrying Value.  Such notice
shall describe any such assets, the reason for the impairment and the effect on
Statutory Carrying Value of such assets. 
The Reinsurer shall have ten (10) Business Days to provide written notice
of its withholding of consent (the “Objection Notice”) to any such
impairment to the Ceding Company and if the Reinsurer fails to provide such
Objection Notice to the Ceding Company within such time period, the Reinsurer
shall be deemed to have consented to such impairment.  During the ten (10) Business Days
immediately following the delivery of an Objection Notice, the Ceding Company
and the Reinsurer will seek in good faith to resolve any disputes as to the
determination or calculation of statutory impairments of assets held in the
Funds Withheld Account, and in the event such dispute is the result of the
Ceding Company’s independent auditor’s determination or calculation of
statutory impairments of assets held in the Funds Withheld Account, the Ceding
Company agrees to reasonably cooperate with the Reinsurer in presenting facts
and evidence to such independent auditor in appealing such


 


20
















 


determination or calculation.  In
the event that a dispute as to the determination or calculation of statutory
impairments of assets held in the Funds Withheld Account is not resolved within
five (5) calendar days prior to the date on which the Ceding Company is
required to file a statutory financial statement with an applicable insurance
regulator, then the parties shall use reasonable efforts and work together in
good faith to resolve such dispute prior to the date on which the Ceding
Company is required to file the relevant statutory financial statement with the
relevant insurance regulator, and if the parties are unable to resolve such
dispute prior to such date, then the Ceding Company may use its independent
auditor’s good faith calculation of statutory impairments for purposes of
preparing its statutory financial statements. 
Except as otherwise set forth in this Section 10.03(h), no
statutory impairment that is subject to dispute pursuant to this Section 10.03(h) shall
be effective prior to the resolution of such dispute.


 


(i)            Subject to Section 10.02, in the event
that the Reinsurer elects to provide the Ceding Company with reinsurance credit
through the use of any method other than the method set forth in Section 10.02(a),
the Ceding Company shall transfer assets from the Funds Withheld Account to the
Reinsurer with a Statutory Carrying Value equal to any reinsurance credit
provided under such alternative methods; provided, that the Ceding
Company and the Reinsurer shall reasonably agree upon the assets to be
transferred and the Ceding Company and the Reinsurer shall attempt to ensure
that the market value to book value ratio of the assets so transferred is
substantially the same as the market value to book value ratio of the assets
held in the Funds Withheld Account immediately prior to such transfer.


 


(j)            The Reinsurer shall bear the administrative costs
and expenses related to the establishment and maintenance of the Funds Withheld
Account, including the fees of any investment manager appointed pursuant to Section 10.07.  The Ceding Company shall promptly forward to
the Reinsurer any invoice it receives relating to such costs and expenses.  On the eighth (8th) Business Day following
the date on which it delivers such invoice to the Reinsurer, the Ceding Company
shall authorize the withdrawal of the amount of such costs and expenses from
the Funds Withheld Account; provided that if such amount is greater than the
Statutory Carrying Value of the assets in the Funds Withheld Account, then the
Reinsurer shall pay the amount of such difference to the Ceding Company no
later than eight (8) Business Days following the delivery of such invoice
to the Reinsurer.


 


Section 10.04         Reinsurance Trust.


 


(a)           Any trust agreement establishing a Reinsurance Trust
for the benefit of the Ceding Company shall comply in all respects with the
statutes and regulations of the State of Iowa.


 


(b)           The assets deposited in such Reinsurance Trust shall
(i) be valued according to their current fair market value and (ii) consist
only of Permitted Assets.


 


(c)           Prior to depositing assets with the trustee, the
Reinsurer shall execute assignments, endorsements in blank or transfer legal
title to the trustee of all shares, obligations or any other assets requiring
assignments, in order that the Ceding Company, or the trustee upon the
direction of the Ceding Company, may whenever necessary negotiate any such
assets without consent or signature from the Reinsurer or any other entity.


 


21

















 


(d)           All settlements of account under such a trust
agreement between the Ceding Company and the Reinsurer shall be made in cash or
its equivalent.


 


(e)           Notwithstanding any other provision hereof, assets
in any Reinsurance Trust may be withdrawn by the Ceding Company at any time and
shall be utilized and applied by the Ceding Company or any of its successors in
interest by operation of law, including any liquidator, rehabilitator, receiver
or conservator of the Ceding Company, without diminution because of insolvency
on the part of the Ceding Company or the Reinsurer, only for the following
purposes:


 


(i)            to reimburse the Ceding
Company for the Quota Share of premiums which are returned to the owners of the
Reinsured Policies because of cancellations of such Reinsured Policies;


 


(ii)           to reimburse the Ceding
Company for Annuitization Payments and the Quota Share of Claims paid pursuant
to the provisions of the Reinsured Policies;


 


(iii)          to fund an account with the
Ceding Company (when combined with any Funds Withheld Amount and amounts
available under Letters of Credit pursuant to Section 10.05) in an
amount at least equal to the Ceding Company’s deduction for reinsurance ceded
on Ceded Reserves;


 


(iv)          to pay any other amounts
which the Ceding Company claims are due under this Agreement; and


 


(v)           to pay any Net Settlement
Amount, Funds Withheld Adjustment or Weekly Assigned Hedge Proceeds Settlement
Amount due from the Ceding Company to the Reinsurer.


 


Notwithstanding the foregoing, the Ceding Company shall not withdraw
funds from any Reinsurance Trust until the expiration of any payment periods
accorded the Reinsurer under Section 9.03, and then only upon
providing the Reinsurer with written notice at least five (5) Business
Days prior to such withdrawal.


 


(f)            The Ceding Company shall promptly return to the
Reinsurance Trust any assets withdrawn in excess of the actual amounts required
in paragraphs (i) through (v) immediately above or any amounts that
are subsequently determined not to be due under paragraph (iv) immediately
above (“Reinsurance Trust Excess Withdrawals”).  The Ceding Company shall also pay interest on
any Reinsurance Trust Excess Withdrawals at a rate equal to six percent (6%)
per annum from and including the date of withdrawal to but excluding the date
on which the Reinsurance Trust Excess Withdrawal is returned to the Reinsurance
Trust.  Any Reinsurance Trust assets
withdrawn by the Ceding Company, including any Reinsurance Trust Excess
Withdrawals, shall be held by the Ceding Company or any successor in interest
of the Ceding Company in trust for the benefit of the Reinsurer and shall at
all times be maintained separate and apart from any assets of the Ceding
Company, for the sole purposes described in paragraphs (i) through (v) immediately
above.


 


22

















 


(g)           The Reinsurer may seek the approval of the Ceding
Company (which approval shall not be unreasonably or arbitrarily withheld or
delayed) to withdraw from the Reinsurance Trust all or any part of the assets
contained therein and transfer such assets to the Reinsurer, provided
that:


 


(i)            the Reinsurer shall, at the
time of such withdrawal, replace the withdrawn assets with other qualified
assets having a market value at least equal to the market value of the assets
withdrawn; or


 


(ii)           after such withdrawals and
transfers, the market value of the assets held in the Reinsurance Trust is no
less than 102% of (A) Ceded Reserves minus (B) the book value
of assets in the Funds Withheld Account, if any, minus (C) the
amount available under Letters of Credit pursuant to Section 10.05.


 


(h)           The Reinsurer shall bear the administrative costs
and expenses related to the establishment and maintenance of the Reinsurance
Trust, including the fees of any investment manager appointed pursuant to Section 10.07.


 


Section 10.05         Letters of Credit.


 


(a)           Each Letter of Credit shall be clean, irrevocable,
unconditional, “evergreen” and issued or confirmed by a Qualified United States
Financial Institution for the benefit of the Ceding Company.


 


(b)           Notwithstanding any other provision hereof, any
Letters of Credit may be drawn upon in full or in part at any time and shall be
utilized and applied by the Ceding Company or any of its successors in interest
by operation of law, including any liquidator, rehabilitator, receiver or
conservator of the Ceding Company, without diminution because of insolvency on
the part of the Ceding Company or the Reinsurer, only for the following
purposes:


 


(i)            to reimburse the Ceding
Company for the Quota Share of premiums which are returned to the owners of the
Reinsured Policies because of cancellations of such Reinsured Policies;


 


(ii)           to reimburse the Ceding
Company for Annuitization Payments and the Quota Share of Claims paid pursuant
to the provisions of the Reinsured Policies;


 


(iii)          to fund an account with the
Ceding Company (when combined with any Funds Withheld Amount, the market value
of any assets held in a Reinsurance Trust pursuant to Section 10.04
and any undrawn amounts available under Letters of Credit pursuant to this Section 10.05)
in an amount at least equal to the Ceding Company’s deduction for reinsurance
ceded on Ceded Reserves;


 


(iv)          to pay any other amounts
which the Ceding Company claims are due under this Agreement; and


 


23

















 


(v)           to pay any Net Settlement
Amount, Funds Withheld Adjustment or Weekly Assigned Hedge Proceeds Settlement
Amount due from the Ceding Company to the Reinsurer.


 


Notwithstanding the foregoing, the Ceding Company shall not draw upon
any Letter of Credit until the expiration of any payment periods accorded the
Reinsurer under Section 9.03, and then only upon providing the
Reinsurer with written notice at least five (5) Business Days prior to
such draw.


 


(c)           The Ceding Company shall promptly return to the
Reinsurer any amounts withdrawn in excess of the actual amounts required in
paragraphs (i) through (v) immediately above or any amounts that are
subsequently determined not to be due under paragraph (iv) immediately
above (“Letter of Credit Excess Withdrawals”).  The Ceding Company shall also pay interest on
any Letter of Credit Excess Withdrawals at a rate equal to six percent (6%) per
annum from and including the date of withdrawal to but excluding the date of
return to the Reinsurer.  Any amounts
withdrawn under a Letter of Credit, including any Letter of Credit Excess
Withdrawals, shall be held by the Ceding Company or any successor in interest
of the Ceding Company in trust for the benefit of the Reinsurer and shall at
all times be maintained separate and apart from any assets of the Ceding
Company, for the sole purposes described in paragraphs (i) through (v) immediately
above.


 


Section 10.06         Priority of Withdrawal.  Notwithstanding any other provision of this
Agreement:


 


(a)           the Ceding Company and its successors in interest
shall only withdraw assets from the Reinsurance Trust to the extent the sum of (i) the
then-current Funds Withheld Amount plus (ii) the Funds Withheld
Excess Withdrawals has been reduced to zero; and


 


(b)           the Ceding Company and its successors in interest
shall only draw upon Letters of Credit to the extent the sum of (i) the
then-current Funds Withheld Amount plus (ii) the Funds Withheld
Excess Withdrawals plus (iii) the then-current market value of the
assets held in the Reinsurance Trust plus (iv) the Reinsurance
Trust Excess Withdrawals has been reduced to zero.


 


Section 10.07         Investment Management.


 


(a)           Pursuant to an investment management agreement
attached as Exhibit I (the “Investment Management Agreement”),
Athene Asset Management, LLC has been appointed as investment manager to
provide investment management services with respect to the assets held in the
Funds Withheld Account (the “Investment Manager”).  The Ceding Company shall not remove or
replace the Investment Manager without the prior written consent of the
Reinsurer; provided that the Ceding Company may, in its sole discretion,
remove the Investment Manager in the event that the Investment Manager is no
longer an Affiliate of the Reinsurer.  In
the event that the Investment Manager is removed or resigns, the Ceding Company
shall appoint a replacement investment manager as directed by the Reinsurer; provided
that, if the Investment Manager is removed because it is no longer an Affiliate
of the Reinsurer, then the replacement investment manager shall be selected by
the Reinsurer but shall be subject to the consent of the 


 


24

















 


Ceding Company (which consent shall not be unreasonably withheld).  The replacement investment manager shall
accept its appointment by entering into an investment management agreement in a
form acceptable to the Ceding Company and the Reinsurer, and substantially
similar to the Investment Management Agreement. 
The Reinsurer shall appoint Athene Asset Management, LLC as investment
manager to provide investment management services with respect to the assets
held in any Reinsurance Trust established under this Agreement.


 


(b)           The Reinsurer shall indemnify the Ceding Company for
any loss, liability or damage resulting from any claim brought against the
Ceding Company by the counterparty to, and arising out of, any swap, future,
option or other derivative transaction which is executed by the Investment
Manager in the Ceding Company’s name in accordance with the Investment
Management Agreement.


 


ARTICLE
XI


 


ADMINISTRATION


 


Section 11.01         Policy Administration.  The Ceding Company shall provide all
required, necessary and appropriate claims, administrative and other services,
including reporting under Article IX, with respect to the Reinsured
Policies and Hedges.  The Ceding Company
shall use reasonable care in its underwriting, administration and claims
practices with respect to the Reinsured Policies and in administering and performing
its duties under this Agreement and such practices, administration and
performance shall (a) be consistent with the Ceding Company’s existing
practices, administration and performance, the Pricing Methodology and the
Hedging Procedures; (b) conform with law; (c) not be fraudulent and (d) be
no less favorable than those used by the Ceding Company with respect to other
policies of the Ceding Company not reinsured by the Reinsurer.  The Ceding Company shall not outsource any underwriting
functions, administrative functions or claims administration with respect to
the Reinsured Policies or this Agreement without the prior written consent of
the Reinsurer.  If the Reinsurer consents
to any such outsourcing, the Ceding Company shall secure the Reinsurer’s right
to audit and inspect the party performing such outsourced services.


 


Section 11.02         Record Keeping.


 


(a)           The Ceding Company shall maintain all records and correspondence for
services performed by the Ceding Company hereunder relating to the Reinsured Policies
in accordance with industry standards of insurance record keeping.  In addition, such records shall be made
available for examination, audit, and inspection by the department of insurance
of any State within whose jurisdiction the Ceding Company or the Reinsurer
operates. The Ceding Company and the Reinsurer further agree that in the event
of the termination of this Agreement, any such records in the possession of the
Reinsurer shall promptly be duplicated and forwarded to the Ceding Company
unless otherwise instructed.


 


(b)           The Ceding Company shall establish and maintain an adequate system of
internal controls and procedures for financial reporting relating to the
Reinsured Policies and Hedges including associated documentation and shall make
such documentation available for examination and inspection by the
Reinsurer.  All reports provided by the
Ceding Company 


 


25

















 


pursuant to Article IX shall be prepared
in accordance with such system and procedures and shall be consistent with the
Ceding Company’s books and records.


 


ARTICLE XII


 


TERM AND TERMINATION


 


Section 12.01         Duration
of Agreement.  Subject to Section 12.02,
this Agreement is unlimited as to its duration.


 


Section 12.02         Termination.


 


(a)           Termination on the Final Date.  This Agreement shall automatically terminate
as to the reinsurance of new policies on the Final Date.  Subject to Sections 8.04, 12.02
and 13.01, all Reinsured Policies in force as of the Final Date will
remain Reinsured Policies until the expiration thereof and the Reinsurer shall
remain liable thereon.


 


(b)           Termination for Non-Payment.  Either party may terminate this Agreement as
to all Reinsured Policies if the other party fails to pay any amounts due under
this Agreement within thirty (30) calendar days following written notice of
non-payment from the non-defaulting party (a “Non-Payment Event”); provided,
that reinsurance that is terminated due to non-payment by the Ceding Company
may be reinstated by the Ceding Company, subject to the Reinsurer’s approval,
within sixty (60) calendar days of the date of termination, and upon payment of
all amounts in arrears including any interest accrued thereon; provided,
further, that the Reinsurer shall have no liability for the payment of any
Claims under the Reinsured Policies that are incurred, or any Annuitization
Payments with respect to Annuitizations that occur, between the date of
termination and the date of the reinstatement of the reinsurance.


 


(c)           Termination for Material Breach.  In addition to all other
rights and remedies available under this Agreement, either party may terminate
this Agreement as to all Reinsurance Policies by providing the other party with
a minimum of thirty (30) calendar days prior written notice in the event the
other party commits a material breach of any provision of this Agreement, which
notice shall specify the nature of such material breach. The breaching party
shall have twenty (20) calendar days from the date of the breaching party’s
receipt of the foregoing notice to cure such material breach to the reasonable
satisfaction of the non-breaching party. If the breach is cured, the other
party shall provide written notice to the curing party that the breach has been
adequately cured. In the event the breaching party fails to cure the material
breach within such twenty (20) calendar day period, then, at the option of the
non-breaching party and upon notice, this Agreement will terminate upon
expiration of the thirty (30) calendar day notice period. Notwithstanding the
foregoing, the parties shall cooperate with each other to effect a cure of any
breach of the terms of this Agreement.


 


(d)           Termination for
Insolvency of Reinsurer.  The
Ceding Company may terminate this Agreement as to all Reinsured Policies in the
event that the Reinsurer becomes insolvent (as set forth in Article XVI)
by promptly providing the Reinsurer or its Authorized Representative with
written notice of termination, to be effective as of the date on which the
Reinsurer’s insolvency is established by the authority responsible for such
determination.  Any 


 


26

















 


requirement for a notification period prior to the termination of this
Agreement shall not apply under such circumstances.


 


Section 12.03         Termination Payment.


 


(a)           In the event that this Agreement is terminated as to
all Reinsured Policies (including if this Agreement is rejected by any
liquidator, receiver, rehabilitator, trustee or similar person acting on behalf
of the Ceding Company (a “Receiver”)), a net accounting and settlement
as to any balance due under this Agreement will be undertaken by the Ceding
Company in accordance with Article IX.  In addition, on the date of delivery of the
Quarterly Accounting Report related to such termination, the Ceding Company
shall transfer all assets in the Funds Withheld Account to the Reinsurer, and
the Reinsurer will pay to the Ceding Company, within fifteen (15) Business Days
after receipt of the Quarterly Accounting Report, an amount equal to the Ceded
Reserves as of the Termination Effective Date.


 


(b)           The Reinsurer’s right to terminate the reinsurance
provided hereunder will not prejudice its right to collect premiums, and
applicable interest as specified in Section 19.02, for the period
during which such reinsurance was in force, through and including any notice
period.


 


(c)           If this Agreement is terminated by the Reinsurer as
a result of a Non-Payment Event or other material breach by the Ceding Company
or is rejected by a Receiver of the Ceding Company, the Ceding Company will
provide to the Reinsurer within forty-five (45) calendar days after the
Termination Effective Date, a written report which documents the Ceding Company’s
good faith calculation of the Embedded Value as of the Termination Effective
Date (the “Embedded Value Report”) and will pay an amount equal to the
Embedded Value to the Reinsurer upon delivery of such notice.  The Ceding Company will provide the Reinsurer
with reasonable access to knowledgeable personnel to promptly assist in the
evaluation of such calculation.  Within
thirty (30) calendar days after receipt of the Embedded Value Report, the
Reinsurer shall notify the Ceding Company in writing if the Reinsurer disagrees
with the Ceding Company’s calculation of the Embedded Value.  During the ten (10) Business Days
immediately following the delivery of such notice of disagreement, the Ceding
Company and the Reinsurer will seek in good faith to resolve any disputes as to
such calculation.  Notwithstanding Article XV
of this Agreement, any and all disputes as to the calculation of the Embedded
Value that have not been resolved during such ten (10) Business Day period
shall be submitted to an independent actuarial firm reasonably agreed to by
each of the Ceding Company and the Reinsurer for review and determination.  The parties shall instruct the independent
actuarial firm to render its decision as to the appropriate calculation of the
Embedded Value within thirty (30) calendar days after the submission of the
matter for its review (or as soon thereafter as possible).  The parties agree that the arbitration
conducted by the independent actuarial firm shall be a “baseball arbitration”.  As such, the independent actuarial firm shall
evaluate which of the parties’ two calculations of the Embedded Value is more
reasonable in light of the evidence provided by both parties in connection with
their respective submissions to the independent actuarial firm.  The independent actuarial firm shall select
one and only one of the calculations of the Embedded Value submitted by the two
parties.  The independent actuarial firm’s
decision shall be final and binding upon each of the Ceding Company and the
Reinsurer.  In the event that the amount
of the Embedded Value (as such Embedded Value is agreed to by the parties or 


 


27

















 


finally determined by the independent actuarial firm) exceeds the
amount of the Embedded Value payment made by the Ceding Company to the
Reinsurer pursuant to the first sentence of this Section 12.03(c),
then the Ceding Company shall pay the amount of such difference to the
Reinsurer within two (2) Business Days following the date on which the
Embedded Value is agreed to by the parties or finally determined by the
independent actuarial firm.  All fees and
expenses relating to the work performed by the independent actuarial firm
pursuant to this Section 12.03(c) shall be shall be shared
equally between the Ceding Company and the Reinsurer.


 


Section 12.04         Survival.  All
provisions of this Agreement will survive any termination of this Agreement to
the extent necessary to carry out its purpose.


 


ARTICLE XIII


 


RECAPTURE


 


Section 13.01         Recapture.  The Ceding Company may recapture each
Reinsured Policy on the date that is the last day of the calendar month
following the seventh (7th)  yearly anniversary of the date of issuance of
each such Reinsured Policy (with respect to each such Reinsured Policy, the “Policy
Recapture Effective Date”); provided that (a) (i) with
respect to Reinsured Policies issued prior to the Effective Date, the Ceding
Company has notified the Reinsurer in writing of such election no later than October 15,
2015, or (ii) with respect to the Reinsured Policies issued on or
following the Effective Date, the Ceding Company has notified the Reinsurer in
writing of such election no later than January 15, 2016 and (b) the
Reinsurer has consented in writing to such recapture (such consent not to be
unreasonably withheld) within ten (10) Business Days following its receipt
of notice of such election from the Ceding Company.  Any such election may only be made with
respect to all Reinsured Policies and may not be made on a policy-by-policy
basis.  Any election to recapture by the
Ceding Company and consent thereto of the Reinsurer shall each be irrevocable
once made and will be binding on the relevant party.   If recapture is effective pursuant to this Section 13.01,
(i) upon the Policy Recapture Effective Date with respect to a Reinsured
Policy, the deferred annuity contract, including any amendments, riders or
endorsements attached thereto, comprising such Reinsured Policy shall cease to
be a Reinsured Policy under this Agreement and (ii) the Monthly Accounting
Report or Quarterly Accounting Report, as applicable, first to be delivered
pursuant to Section 9.01 after the applicable Policy Recapture
Effective Date will reflect the Ceded Reserves with respect to Reinsured
Policies recaptured as of the relevant Policy Recapture Effective Date in
accordance with Section 9.03.


 


ARTICLE XIV


 


ERRORS AND OMISSIONS


 


Section 14.01         Errors and Omissions.


 


(a)           Any unintentional or accidental failure to comply
with the terms of this Agreement which can be shown to be the result of an
oversight or clerical error relating to the administration of reinsurance by
either party will not constitute a breach of this Agreement.  


 


28

















 


Upon discovery, the error will be promptly corrected so that both
parties are restored to the position they would have occupied had the oversight
or clerical error not occurred.  In the
event a payment is corrected, the party receiving the payment shall be entitled
to interest in accordance with Section 19.02.  Should it not be possible to restore both
parties to this position, the party responsible for the oversight or clerical
error will be responsible for any resulting liabilities and expenses.


 


(b)           If the Ceding
Company has failed to cede reinsurance as provided under this Agreement or has
failed to comply with reporting requirements with respect to business ceded
hereunder, the Reinsurer may require the Ceding Company to audit its records
for similar errors and take reasonable actions necessary to correct errors and
avoid similar errors.  Failing prompt
correction, the Reinsurer may limit its liability to the correctly reported
Reinsured Policies.


 


ARTICLE
XV


 


DISPUTE
RESOLUTION


 


Section 15.01         Negotiation.


 


(a)           Within fifteen (15) calendar days after the
Reinsurer or the Ceding Company has given the other party written notification
of a specific dispute arising out of or relating to this Agreement, each party
will appoint a designated officer of its company to attempt to resolve such
dispute.  The officers will meet at a
mutually agreeable location as soon as reasonably possible and as often as
reasonably necessary in order to gather and furnish the other with all
appropriate and relevant information concerning the dispute.  The officers will discuss the matter in
dispute and will negotiate in good faith without the necessity of formal
arbitration proceedings.  During the
negotiation process, all reasonable requests made by one officer to the other
for information will be honored.  The
specific format for such discussions will be decided by the designated
officers.


 


(b)           If the officers cannot resolve the dispute within
thirty (30) calendar days of their first meeting, the dispute will be submitted
to formal arbitration pursuant to Section 15.02, unless the parties
agree in writing to extend the negotiation period for an additional thirty (30)
calendar days.


 


Section 15.02         Arbitration.


 


(a)           It is the intention of the Reinsurer and the Ceding
Company that the customs and practices of the insurance and reinsurance
industry will be given full effect in the operation and interpretation of this
Agreement.  The parties agree to act in
all matters with the utmost good faith. 
However, if the Reinsurer and the Ceding Company cannot mutually resolve
a dispute that arises out of or relates to this Agreement, including, without
limitation, the validity of this Agreement, and the dispute cannot be resolved
through the negotiation process, then, except as otherwise provided in Section 10.03(h) (relating
to statutory impairments of assets held in the Funds Withheld Account), and Section 12.03(c) (relating
to the Embedded Value of the 


 


29

















 


Reinsured Policies), the dispute will be finally settled by arbitration
in accordance with the provisions of this Section 15.02.


 


(b)           To initiate arbitration, either the Ceding Company
or the Reinsurer will notify the other party by certified mail of its desire to
arbitrate, stating the nature of the dispute and the remedy sought.


 


(c)           Any arbitration pursuant to this Section 15.02
will be conducted before a panel of three arbitrators who will be current or
former officers of life insurance or life reinsurance companies other than the
parties to this Agreement, their Affiliates or subsidiaries, or other
professionals with experience in life insurance or reinsurance, provided
that such professionals shall not have performed services for either party
within the previous five (5) years. 
Each of the arbitrators will be familiar with the prevailing customs and
practices for reinsurance in the life insurance and life reinsurance industry
in the United States.  Each of the
parties will appoint one arbitrator and the two so appointed will select the
third arbitrator who shall be independent and impartial.  If either party refuses or fails to appoint
an arbitrator within sixty (60) calendar days after the other party has given
written notice to such party of its arbitrator appointment, the party that has
given notice may appoint the second arbitrator. 
If the two arbitrators do not agree on a third arbitrator within thirty
(30) calendar days of the appointment of the second arbitrator, then the third
arbitrator shall be selected by the ARIAS-U.S. Umpire Selection Procedure
(available at www.ARIAS-US.org), subject to the arbitrator qualification
requirements of this paragraph.


 


(d)           Each arbitration hearing under this Agreement will
be held on the date set by the arbitrators at a mutually agreed upon
location.  In no event will this date be
later than six (6) months after the appointment of the third
arbitrator.  As soon as possible, the
arbitrators will establish arbitration procedures as warranted by the facts and
issues of the particular case. 
Notwithstanding Section 19.17, the arbitration and this Section 15.02
shall be governed by Title 9 (Arbitration) of the United States Code.


 


(e)           The arbitrators will base their decision on the
terms and conditions of this Agreement and the customs and practices of the
insurance and reinsurance industries rather than on strict interpretation of
the law.  The decision of the arbitrators
will be made by majority rule and will be final and binding on both
parties, unless (i) the decision was procured by corruption, fraud or
other undue means; (ii) there was evident partiality by an arbitrator or
corruption in any of the arbitrators or misconduct prejudicing the rights of
any party; or (iii) the arbitrators exceeded their powers.  Subject to the preceding sentence, neither
party may seek judicial review of the decision of the arbitrators.  The arbitrators shall enter an award which
shall do justice between the parties and the award shall be supported by
written opinion.  The parties agree that
the federal courts in the State of Iowa, or the state courts of such state,
have jurisdiction to hear any matter relating to compelling arbitration or
enforcing the judgment of an arbitral panel, and the parties hereby consent to
such jurisdiction.  Each party hereby
waives, to the fullest extent permitted by law, any objection it may now or
hereafter have to the laying of such venue, or any claim that a proceeding has
been brought in an inconvenient forum. 
In addition, the Ceding Company and Reinsurer hereby consent to service
of process out of such courts at the addresses set forth in Section 19.06.


 


30
















 


(f)            Unless the arbitrators
decide otherwise, each party will bear the expense of its own arbitration
activities, including its appointed arbitrator and any outside attorney and
witness fees.  The parties will jointly
bear the expense of the third arbitrator.


 


(g)           Waiver of Trial by Jury.  THE REINSURER AND THE CEDING COMPANY HEREBY
WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT.


 


ARTICLE
XVI


 


INSOLVENCY


 


Section 16.01         Insolvency.


 


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


 


(i)            applies for or consents to
the appointment of a receiver, rehabilitator, conservator, liquidator or
statutory successor (the “Authorized Representative”) of its properties
or assets;


 


(ii)           is adjudicated as bankrupt
or insolvent;


 


(iii)          files or consents to the
filing of a petition in bankruptcy, seeks reorganization or an arrangement with
creditors or takes advantage of any bankruptcy, dissolution, liquidation,
rehabilitation, conservation or similar law or statute; or


 


(iv)          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.


 


(b)           In the event of the
insolvency of either party, the rights or remedies of this Agreement will
remain in full force and effect.


 


(c)           Insolvency of the Ceding
Company.  In the event of the insolvency
of the Ceding Company:


 


(i)            The reinsurance provided
under this Agreement will be payable by the Reinsurer directly to the Ceding
Company or its Authorized Representative, without diminution because of such
insolvency, on the basis of the reported claims allowed against the Ceding
Company by any court of competent jurisdiction or by the Authorized
Representative having authority to allow such claims.


 


(ii)           The Reinsurer will be liable
only for benefits reinsured as benefits become due under the terms of the
Reinsured Policies and will not be or become liable for any amounts or reserves
to be held by the Ceding Company as to the Reinsured Policies or for any
damages or payments resulting from the termination or restructuring of the
Reinsured Policies that are not otherwise expressly covered by this
Agreement.  The Ceding Company or its
Authorized Representative will give written notice to the Reinsurer of all
pending Claims against the Ceding Company on any Reinsured Policies 


 


31

















 


within a reasonable time
after filing in the insolvency proceedings. While a Claim is pending, the
Reinsurer may investigate such Claim and interpose, at its own expense, in the
proceedings where the Claim is to be adjudicated, any defense or defenses which
it may deem available to the Ceding Company or its Authorized Representative.


 


(iii)          The expense incurred by the
Reinsurer will be chargeable, subject to court approval, against the Ceding
Company as part of the expense of its insolvency proceedings to the extent of a
proportionate share of the benefit which may accrue to the Ceding Company
solely as a result of the defense undertaken by the Reinsurer.  Where two or more reinsurers are involved in
the same Claim and a majority in interest elect to interpose a defense to such
Claim, the expense will be apportioned in accordance with the terms of this
Agreement as though such expense had been incurred by the Ceding Company.


 


ARTICLE
XVII


 


TAXES


 


Section 17.01         Taxes.  No
taxes, allowances, or expense will be paid by the Reinsurer to the Ceding
Company for any Reinsured Policy, except as specifically referred to in this
Agreement.


 


Section 17.02         Premium Tax.  The Reinsurer shall reimburse the Ceding
Company for the Quota Share of any premium tax (“Premium Tax”) paid by
the Ceding Company with respect to a Reinsured Policy in respect of the
Annuitization of such Reinsured Policy, which reimbursement will reflect any
credit received by the Ceding Company resulting from any Guaranty Fund
Assessments paid by the Reinsurer.  Such
Premium Taxes shall be payable in accordance with Section 9.03.


 


Section 17.03         Excise Tax.  In the event that any excise tax is due with
respect to any Reinsurance Premium due from the Ceding Company to the Reinsurer
under this Agreement, the Ceding Company shall pay the entire amount of such
excise tax.  The Reinsurer shall
reimburse the Ceding Company for any such excise tax paid by the Ceding Company
in accordance with Section 9.03.


 


ARTICLE
XVIII


 


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


Section 18.01         Representations and Warranties of the Ceding Company.  The Ceding Company hereby
represents and warrants to the Reinsurer as follows:


 


(a)           Organization and
Qualification.  The Ceding
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Iowa and has all requisite corporate
power and authority to operate its business as now conducted, and is duly
qualified as a foreign corporation to do business, and, to the extent legally
applicable, is in good standing, in each jurisdiction where the character of
its owned, operated or leased properties or the nature of its activities makes
such qualification necessary, except for failures to 


 


32

















 


be so qualified or be in good standing that, individually or in the
aggregate, do not have, and would not reasonably be expected to have, a
material adverse effect on the Ceding Company’s ability to perform its
obligations under this Agreement.


 


(b)           Authorization.  The Ceding Company has all requisite
corporate power to enter into, consummate the transactions contemplated by and
carry out its obligations under, this Agreement.  The execution and delivery by the Ceding
Company of this Agreement, and the consummation by the Ceding Company of the
transactions contemplated by, and the performance by the Ceding Company of its
obligations under, this Agreement have been duly authorized by all requisite
corporate action on the part of the Ceding Company.  This Agreement has been duly executed and
delivered by the Ceding Company, and (assuming due authorization, execution and
delivery by the Reinsurer) this Agreement constitutes the legal, valid and
binding obligation of the Ceding Company, enforceable against it in accordance
with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium, or similar laws relating to or
affecting creditors’ rights generally.


 


(c)           No Conflict.  The execution, delivery and performance by
the Ceding Company of, and the consummation by the Ceding Company of the
transactions contemplated by, this Agreement do not and will not (i) violate
or conflict with the organizational documents of the Ceding Company, (ii) conflict
with or violate any statute, law, ordinance, rule, regulation, judgment,
decree, order, injunction, writ, permit or license of any governmental authority
applicable to the Ceding Company or by which it or its properties or assets is
bound or subject, or (iii) result in any breach of, or constitute a
default (or event which, with the giving of notice or lapse of time, or both,
would become a default) under, or give to any Person any rights of termination,
acceleration or cancellation of, any agreement, lease, note, bond, loan or
credit agreement, mortgage, indenture or other instrument, obligation or
contract of any kind to which the Ceding Company or any of its subsidiaries is
a party or by which the Ceding Company or any of its subsidiaries or any of
their respective properties or assets is bound or affected, except, in the case
of clause (iii), any such conflicts, violations, breaches, loss of contractual
benefits, defaults or rights that, individually or in the aggregate, do not
have, and would not reasonably be expected to have, a material adverse effect
on the Ceding Company’s ability to perform its obligations under this
Agreement.


 


(d)           Factual Information Relating
to the Reinsured Policies.  The
information relating to the business reinsured under this Agreement that was
supplied by or on behalf of the Ceding Company to the Reinsurer or any of the
Reinsurer’s representatives in connection with this Agreement (such
information, the “Factual Information”), as of the date supplied (or if
later corrected or supplemented prior to the date hereof, as of the date
corrected or supplemented), did not contain any untrue statement of a material
fact or omit to state any material fact necessary to make such Factual
Information, taken as a whole, not misleading in light of the circumstances
under which the statements contained therein were made, and was otherwise
complete and accurate in all material respects. 
The Factual Information was compiled in a commercially reasonable manner
given its intended purpose.  The Pricing
Methodology and the Hedging Procedures provided to the Reinsurer by the Ceding
Company were complete and accurate when disclosed and there has been no
material change in either the Pricing Methodology or the Hedging Procedures
since the date disclosed.


 


33

















 


(e)           Solvency.  The Ceding Company is and will be Solvent on
a statutory basis immediately after giving effect to this Agreement.  For the purposes of this Section 18.01(e),
“Solvent” means that: (i) the aggregate assets of the Ceding Company are
greater than the aggregate liabilities of the Ceding Company, in each case
determined in accordance with SAP; (ii) the Ceding Company does not intend
to, and does not believe that it will, incur debts or other liabilities beyond
its ability to pay such debts and other liabilities as they come due and (iii) the
Ceding Company is not engaged in a business or transaction, and does not
contemplate engaging in a business or transaction, for which the Ceding Company’s
assets would constitute unreasonably insufficient capital.


 


(f)            Accuracy of Books and
Records.  The Ceding Company maintains
records relating to the Reinsured Policies and the Hedges, and implements
administrative and operating procedures with respect to such records, and keeps
and maintains all material documents, books and records reasonably necessary
for the maintenance of the Reinsured Policies and the Hedges, which documents,
books and records are complete and accurate in all material respects, with the
utmost good faith and with the skill, diligence and expertise that would
reasonably be expected from qualified personnel performing such duties in like
circumstances.


 


(g)           Governmental Licenses.  The Ceding Company
has all licenses, certificates of authority or other similar certificates,
registrations, franchises, permits, approvals or other similar authorizations
issued by governmental authorities (collectively, “Permits”) necessary
to conduct its business as currently conducted, except in such cases where the
failure to have a Permit has not had and would not reasonably be expected to
have a Material Adverse Effect with respect to the Ceding Company.  All Permits that are material to the conduct
of the Ceding Company’s business are valid and in full force and effect.  The Ceding Company is not subject to any
pending Action or, to the knowledge of the Ceding Company, any threatened
Action that seeks the revocation, suspension, termination, modification or
impairment of any Permit that, if successful, would reasonably be expected to
have, or with the passage of time become, a Material Adverse Effect with
respect to the Ceding Company.


 


(h)           Financial Statements.  The Ceding Company has provided to the
Reinsurer a copy of its audited statutory financial statements as of the end of
the most recent calendar year and its unaudited statutory financial statements
as of the end of the most recent calendar quarter for which the Ceding Company’s
statutory financial statements have been prepared and as were provided by the
Ceding Company to the Iowa Insurance Division. 
Except as disclosed in such financial statements (including in the notes
thereto), such financial statements have been prepared in all material respects
in accordance with SAP applied on a consistent basis during the period involved
and present fairly, in all material respects, the statutory financial position
and results of operations of the Ceding Company as of their respective dates or
for the respective periods covered thereby.


 


(i)            No Material Adverse Effect.  Since the last statutory financial statements
of the Ceding Company and any Securities Exchange Commission filings made by
the parent entity of the Ceding Company, there has not occurred any event or
events that, individually or in the aggregate, has or have had or would be
reasonably expected to have a Material Adverse Effect with respect to the
Ceding Company.


 


34

















 


Section 18.02         Covenants of the Ceding
Company.


 


(a)           Investigations.  To the extent permitted by applicable law or
regulation, the Ceding Company will notify the Reinsurer immediately, in
writing, of any and all investigations of the Ceding Company conducted by any
federal or state governmental authority commencing after the date hereof, other
than routine state insurance department examinations.


 


(b)           Statutory Accounting
Principles.  The Ceding
Company will prepare its financial statements as required by, and in accordance
with, SAP.


 


(c)           Existence; Conduct of
Business.  The Ceding
Company will do or cause to be done all things reasonably necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business.


 


(d)           Compliance with Law.  The Ceding Company will comply with all
statutes, laws, ordinances, rules, regulations, judgments, decrees, orders,
injunctions, writs, permits, or licenses of any governmental authority
applicable to the Ceding Company or by which it or its properties or assets is
bound or subject, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to have a material adverse effect
on the Ceding Company’s ability to perform its obligations under this
Agreement.


 


(e)           Restriction on Liens.  The Ceding Company shall not create, incur,
assume or suffer to exist any liens on the assets in the Funds Withheld Account
owned on the date of this Agreement or hereafter acquired, or on any interest
therein or the proceeds thereof.


 


(f)            Governmental Notices.  The Ceding Company shall provide the
Reinsurer, within five (5) Business Days after receipt thereof, copies of
any written notice or report from any governmental authority with respect to
the business reinsured under this Agreement and a written summary of any
material oral communication with any governmental authority with respect to the
business reinsured under this Agreement.


 


Section 18.03         Representations and
Warranties of the Reinsurer.  The Reinsurer hereby represents and warrants
to the Ceding Company as follows:


 


(a)           Organization and
Qualification.  The
Reinsurer is a corporation duly incorporated, validly existing and in good
standing under the laws of Bermuda and has all requisite corporate power and
authority to operate its business as now conducted, and is duly qualified as a
foreign corporation to do business, and, to the extent legally applicable, is
in good standing, in each jurisdiction where the character of its owned,
operated or leased properties or the nature of its activities makes such
qualification necessary, except for failures to be so qualified or be in good
standing that, individually or in the aggregate, do not have, and would not
reasonably be expected to have, a material adverse effect on the Reinsurer’s
ability to perform its obligations under this Agreement.


 


(b)           Authorization.  The Reinsurer has all requisite corporate
power to enter into, consummate the transactions contemplated by and carry out
its obligations under, this Agreement. 
The execution and delivery by the Reinsurer of this Agreement, and the 


 


35

















 


consummation by the Reinsurer of the transactions contemplated by, and
the performance by the Reinsurer of its obligations under, this Agreement have
been duly authorized by all requisite corporate action on the part of the
Reinsurer.  This Agreement has been duly
executed and delivered by the Reinsurer, and (assuming due authorization,
execution and delivery by the Ceding Company) this Agreement constitutes the
legal, valid and binding obligation of the Reinsurer, enforceable against it in
accordance with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium, or similar laws relating to or
affecting creditors’ rights generally.


 


(c)           No Conflict.  The execution, delivery and performance by
the Reinsurer of, and the consummation by the Reinsurer of the transactions
contemplated by, this Agreement do not and will not (i) violate or
conflict with the organizational documents of the Reinsurer, (ii) conflict
with or violate any statute, law, ordinance, rule, regulation, judgment,
decree, order, injunction, writ, permit or license of any governmental
authority applicable to the Reinsurer or by which it or its properties or
assets is bound or subject, or (iii) result in any breach of, or
constitute a default (or event which, with the giving of notice or lapse of
time, or both, would become a default) under, or give to any Person any rights
of termination, acceleration or cancellation of, any agreement, lease, note,
bond, loan or credit agreement, mortgage, indenture or other instrument,
obligation or contract of any kind to which the Reinsurer or any of its
subsidiaries is a party or by which the Reinsurer or any of its subsidiaries or
any of their respective properties or assets is bound or affected, except, in
the case of clause (iii), any such conflicts, violations, breaches, loss
of contractual benefits, defaults or rights that, individually or in the
aggregate, do not have, and would not reasonably be expected to have, a
material adverse effect on the Reinsurer’s ability to perform its obligations
under this Agreement.


 


(d)           Solvency.  The Reinsurer is and will be Solvent on a
statutory basis immediately after giving effect to this Agreement.  For the purposes of this Section 18.03(d),
“Solvent” means that: (i) the aggregate assets of the Reinsurer are greater
than the aggregate liabilities of the Reinsurer, in each case determined in
accordance with the regulations promulgated by the Bermuda Monetary Authority; (ii) the
Reinsurer does not intend to, and does not believe that it will, incur debts or
other liabilities beyond its ability to pay such debts and other liabilities as
they come due and (iii) the Reinsurer is not engaged in a business or
transaction, and does not contemplate engaging in a business or transaction,
for which the Reinsurer’s assets would constitute unreasonably insufficient
capital.


 


(e)           Accuracy of Books and
Records.  The Reinsurer maintains
records and implements administrative and operating procedures with respect to
such records, and keeps and maintains all material documents, books and records
reasonably necessary in the ordinary course of business, which documents, books
and records are complete and accurate in all material respects, with the utmost
good faith and with the skill, diligence and expertise that would reasonably be
expected from qualified personnel performing such duties in like circumstances.


 


(f)            Governmental Licenses.  The Reinsurer has
all Permits necessary to conduct its business as currently conducted, except in
such cases where the failure to have a Permit has not had and would not
reasonably be expected to have a Material Adverse Effect with respect to the
Reinsurer.  All Permits that are material
to the conduct of the Reinsurer’s business are valid and in full force and
effect.  The Reinsurer is not subject to
any pending Action or, to 


 


36

















 


the knowledge of the Reinsurer, any threatened Action that seeks the
revocation, suspension, termination, modification or impairment of any Permit
that, if successful, would reasonably be expected to have, or with the passage
of time become, a Material Adverse Effect with respect to the Reinsurer.


 


(g)           No Material Adverse Effect.  Since July 15, 2009, there has not
occurred any event or events that, individually or in the aggregate, has or
have had or would be reasonably expected to have a Material Adverse Effect with
respect to the Reinsurer.


 


Section 18.04         Covenants of the Reinsurer.


 


(a)           Existence; Conduct of
Business.  The
Reinsurer will do or cause to be done all things reasonably necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business.


 


(b)           Compliance with Law.  The Reinsurer will comply with all statutes,
laws, ordinances, rules, regulations, judgments, decrees, orders, injunctions,
writs, permits, or licenses of any governmental authority applicable to the
Reinsurer or by which it or its properties or assets is bound or subject,
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to have a material adverse effect on the Reinsurer’s
ability to perform its obligations under this Agreement.


 


ARTICLE
XIX


 


MISCELLANEOUS


 


Section 19.01         Currency.  All payments due under this
Agreement will be made in U.S. Dollars.


 


Section 19.02         Interest.  All amounts due and payable by the Ceding
Company or the Reinsurer under this Agreement that remain unpaid for more than
fifteen (15) calendar days from the date due hereunder will incur interest from
the date due hereunder.  Except as
otherwise set forth in this Agreement, such interest shall accrue at a rate
equal to six percent (6%), calculated on a 30/360 basis.


 


Section 19.03         Right of Setoff and Recoupment.


 


(a)           Each of the Ceding Company
and the Reinsurer shall have, and may exercise at any time and from time to
time, the right to setoff or recoup any undisputed balance or balances, whether
on account of Reinsurance Premiums, allowances, credits, Claims, Annuitizations
or otherwise, due from one party to the other under this Agreement and may
setoff or recoup such balance or balances against any balance or balances due
to the former from the latter under this Agreement.


 


(b)           The rights
provided under this Section 19.03 are in addition to any rights of
setoff that may exist at common law.  The
parties’ setoff rights may be enforced 


 


37

















 


notwithstanding any other provision of this Agreement including,
without limitation, the provisions of Article XVI.


 


Section 19.04         No Third Party Beneficiaries.  This Agreement
is an indemnity reinsurance agreement solely between the Ceding Company and the
Reinsurer.  The acceptance of risks under
this Agreement by the Reinsurer will create no right or legal relation between
the Reinsurer and the insured, owner, beneficiary, or assignee of any insurance
policy of the Ceding Company.  In
addition, nothing in this Agreement is intended to relieve or discharge the
obligation or liability of any third party to any party to this Agreement.


 


Section 19.05         Amendment.  This Agreement may not be changed or modified
or in any way amended except by a written instrument duly executed by the
proper officers of both parties to this Agreement and any change or
modification to this Agreement will be null and void unless made by amendment
to this Agreement and duly executed by the proper officers of both parties to
this Agreement.


 


Section 19.06         Notices.  All demands, notices, reports and other
communications provided for herein shall be delivered by the following
means:  (i) hand delivery, (ii) overnight
courier service (e.g., FedEx, Airborne Express, or
DHL); (iii) registered or certified U.S. mail, postage prepaid and return
receipt requested; or (iv) facsimile transmission or e-mail provided that
the fax or e-mail is confirmed by delivery using one of the three methods
identified in clauses (i) through (iii). 
All such demands, notices, reports and other communications shall be
delivered to the parties as follows:


 


if to the Ceding Company:


 


American Equity Investment
Life Insurance Company


5000 Westown Parkway, Suite 440


West Des Moines, Iowa 50266


Attention: Wendy Carlson


Telephone: (515) 457-1824


Facsimile: (515) 221-0744


Email:
wcarlson@american-equity.com


 


if to the Reinsurer:


 


Athene
Life Re Ltd.


44
Church Street


Hamilton
HM 12, Bermuda


Attention:
President and General Counsel


Telephone:
(441) 279-8412


Facsimile:
(441) 279-8401


Email:
cgillis@athenelifere.bm; tshanafelt@athenelifere.bm


 


with
a copy to


 


38

















 


Sidley
Austin LLP


One
South Dearborn Street


Chicago,
Illinois 60603


Attention:
Perry Shwachman


Telephone:
(312) 853-7061


Facsimile:
(312) 853-7036


Email:
pshwachman@sidley.com


 


Either
party hereto may change the names or addresses where notice is to be given by
providing notice to the other party of such change in accordance with this Section 19.06.


 


If either party hereto becomes aware of any change
in applicable law restricting the transmission of notices or other information
in accordance with the foregoing, such party shall notify the other party
hereto of such change in law and such resulting restriction.


 


Section 19.07         Consent to Jurisdiction.  Subject to the terms and conditions of Article XV,
the Reinsurer agrees that in the event of the failure of the Reinsurer to
perform its obligations under the terms of this Agreement, the Reinsurer, at
the request of the Ceding Company, shall (a) submit to the jurisdiction of
any court of competent jurisdiction in any state of the United States, (b) comply
with all requirements necessary to give such court jurisdiction, and (c) abide
by the final decision of such court or of any appellate court in the event of
an appeal.  This Section 19.07
is not intended to conflict with or override Article XV.


 


Section 19.08         Service of Process.  The Reinsurer hereby designates the Iowa
Insurance Commissioner as its true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Ceding Company.  A copy of any
such process shall be delivered to the Reinsurer in accordance with Section 19.06.   This Section 19.08 is not
intended to conflict with or override Article XV.


 


Section 19.09         Inspection of Records.


 


(a)           Upon giving at least five (5) Business
Days’ prior written notice, the Reinsurer, or its duly authorized
representatives, will have the right to audit, examine and copy, during regular
business hours, at the home office of the Ceding Company, any and all books,
records, statements, correspondence, reports, and other documents that relate
to the Reinsured Policies, the Hedges or this Agreement, subject to the
confidentiality provisions contained in this Agreement.  In the event the Reinsurer exercises its inspection
rights, the Ceding Company must provide a reasonable work space for such audit,
examination or copying, cooperate fully and faithfully, and produce any and all
materials reasonably requested to be produced, subject to confidentiality
provisions contained in this Agreement. 
The expenses related to any two such inspections in any calendar year
shall be borne by the Ceding Company; provided that if any breach of
this Agreement by the Ceding Company has occurred, the expenses relating to all
such inspections shall be borne by the Ceding Company.


 


(b)           The Reinsurer’s right of
access as specified above will survive until all of the Reinsurer’s obligations
under this Agreement have terminated or been fully discharged.


 


39

















 


Section 19.10         Confidentiality.


 


(a)           The parties will keep
confidential and not disclose or make competitive use of any shared Proprietary
Information, as defined below, unless:


 


(i)            The information becomes
publicly available or is obtained other than through unauthorized disclosure by
the party seeking to disclose or use such information;


 


(ii)           The information is
independently developed by the recipient;


 


(iii)          The disclosure is required
by law, provided that, if applicable, the party required to make such
disclosure will allow the other party to seek an appropriate protective order.


 


“Proprietary Information” includes, but
is not limited to, underwriting manuals and guidelines, applications, contract
forms, agent lists and premium rates and allowances of the Reinsurer and the
Ceding Company, but shall not include the existence of this Agreement and the
identity of the parties.    Additionally,
Proprietary Information may be shared by either party on a need-to-know basis
with its officers, directors, employees, Affiliates, third party service
providers, auditors, consultants or retrocessionaires, or in connection with
the dispute process specified in this Agreement.


 


(b)           In addition, the Reinsurer
and its representatives and service providers will protect the confidentiality
and security of Non-Public Personal Information, as defined below, by:


 


(i)            holding all Non-Public
Personal Information in strict confidence;


 


(ii)           maintaining appropriate
measures that are designed to protect the security, integrity and
confidentiality of Non-Public Personal Information;


 


(iii)          disclosing and using
Non-Public Personal Information received under this Agreement for purposes of
carrying out the Reinsurer’s obligations under this Agreement, for purposes of
retrocession, or as may be required or permitted by law.


 


“Non-Public Personal Information” is personally
identifiable medical, financial, and other personal information about proposed,
current and former applicants, policy owners, contract holders, insureds, annuitants,
claimants, and beneficiaries of Reinsured Policies or contracts issued by the
Ceding Company, and their representatives, that is not publicly available.  Non-Public Personal Information does not
include de-identified personal data, i.e., information
that does not identify, or could not reasonably be associated with, an
individual.


 


Section 19.11         Successors.  This Agreement will be binding upon the
parties hereto and their respective successors and assigns including any
Authorized Representative of either party. 
Neither party may effect any novation of this Agreement without the
other party’s prior written consent.


 


40
















 


Section 19.12      Entire
Agreement.  This Agreement
and the Exhibits hereto constitute the entire agreement between the parties
with respect to the business reinsured hereunder and supersede any and all
prior representations, warranties, prior agreements or understandings between
the parties pertaining to the subject matter of this Agreement.  There are no understandings between the
parties other than as expressed in this Agreement and the Exhibits hereto.  In the event of any express conflict between
this Agreement and the Exhibits hereto, the Exhibits hereto will control.


 


Section 19.13      Severability.  Determination
that any provision of this Agreement is invalid or unenforceable will not
affect or impair the validity or the enforceability of the remaining provisions
of this Agreement.


 


Section 19.14      Construction.  This Agreement will be construed and
administered without regard to authorship and without any presumption or rule of
construction in favor of either party. 
This Agreement is between sophisticated parties, each of which has
reviewed this Agreement and is fully knowledgeable about its terms and
conditions.


 


Section 19.15      Non-Waiver.  Neither the
failure nor any delay on the part of the Ceding Company or the Reinsurer to
exercise any right, remedy, power, or privilege under this Agreement shall
operate as a waiver thereof.  No single
or partial exercise of any right, remedy, power or privilege shall preclude the
further exercise of that right, remedy, power or privilege or the exercise of
any other right, remedy, power or privilege. 
No waiver of any right, remedy, power or privilege with respect to any
occurrence shall be construed as a waiver of that right, remedy, power or
privilege with respect to any other occurrence. 
No prior transaction or dealing between the parties will establish any
custom, sage or precedent waiving or modifying any provision of this Agreement.
No waiver shall be effective unless it is in writing and signed by the party
granting the waiver.


 


Section 19.16      Further Assurances.  From time to time, as and when requested by a
party hereto, the other party hereto shall execute and deliver all such
documents and instruments and shall take all actions as may be reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


Section 19.17      Governing
Law.  This Agreement
will be governed by and construed in accordance with the laws of the State of
Iowa without giving effect to any principles of conflicts of law thereof that
are not mandatorily applicable by law and would permit or require the
application of the laws of another jurisdiction.


 


Section 19.18      Counterparts.  This Agreement
may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this
Agreement by signing any such counterpart. 
When this Agreement has been fully executed by the Ceding Company and
the Reinsurer, it will become effective as of the Effective Date.


 


41

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed effective as of the
Effective Date.


 


TREATY NUMBER 08042009


 


AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY


 


	
  By:

  	
    /s/ Wendy L. Carlson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
    EVP

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
    November 2,
  2009

  	
   

  



 


 


ATHENE
LIFE RE LTD.


 


	
  By:

  	
    /s/
  Frank L. Gillis

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
    CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
    November 2,
  2009

  	
   

  



 

















 


SCHEDULE I


 


REINSURED POLICY FORMS


 


Retirement Gold


 


Bonus Gold


 

















 


SCHEDULE II


 


PRICING METHODOLOGY


 


To be promptly provided by the Ceding Company
following the execution of this Agreement.


 

















 


SCHEDULE III


 


HEDGING PROCEDURES


 


To be promptly provided by the Ceding Company
following the execution of this Agreement.


 

















 


SCHEDULE IV


 


COMMISSIONS


 


To be promptly provided by the Ceding Company following
the execution of this Agreement.


 
















 


EXHIBIT A


 


MONTHLY
ACCOUNTING REPORT


 


	
  For the Monthly Accounting
  Period ending on

  	
   

  	
   

  



 


	
  Section 1: Policy
  cash flows to/(from) Ceding Company (gross)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Premium

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Less: Returned Premium

  	
   

  	
  (

  	
  )

  	
   

  
	
  (A)

  	
  TOTAL Premium

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Penalty Free
  Withdrawals

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Full and Partial
  Surrenders

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Death Claims

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Other

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
  TOTAL Claims

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
  Annuitization Payments

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initial Commissions
  Paid

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Less: Commissions
  Recovered on Returned Premium

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Renewal Commissions
  Paid

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Marketing Fees

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Policy Issuance Fees (          
  policies issued x $250)

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
  TOTAL Commissions,
  Renewal Commissions,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Marketing Fees and
  Policy Issuance Fees

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2: Policy
  cash flows due to/(owed from) Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Net Policy Cash Flows
  (A – B – C – D)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x Quota Share

  	
   

  	
   

  	
   

  	
  x

  	
  20.0%

  
	
  (E)

  	
  Reinsurer’s share of
  Net Policy Cash Flows

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Premiums transferred to
  FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Claims withdrawn from
  FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Commissions and Policy
  Issuance Fees

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  withdrawn from FW
  Account in period

  	
   

  	
   

  	
   

  	
   

  
	
  (F)

  	
  Net Policy Cash Flows
  transferred to/(from) Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (G)

  	
  Policy Cash Flows due
  to/(owed from) Reinsurer (E-F)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3: Monthly
  Expenses owed from Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Administration Fees
  (           average
  policies in force x $4.00)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Premium Taxes
  (           gross taxes
  paid x 20.0%)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Guaranty Fund
  Assessments (          
  gross assessments x 20.0%)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Excise Taxes Paid

  	
   

  	
   

  	
   

  	
   

  
	
  (H)

  	
  Monthly Expenses owed from Reinsurer

  	
   

  	
   

  	
   

  	
   

  



 

















 


 


	
  Section 4: 
  Ceded Reserves owed to Ceding Company

  	
   

  	
   

  	
   

  	
   

  
	
  (I) 

  	
  Ceded Reserves owed to Ceding Company in connection
  with the recapture of Reinsured Policies during period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5: 
  Hedging Settlement Amounts due to/(owed from) Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weekly Assigned Hedge Proceeds Settlement Amounts transferred
  to FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weekly Assigned Hedge Costs Settlement Amounts withdrawn
  from FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
  (J)

  	
  Net Hedging Settlement Amounts transferred to/(from)
  Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (K)

  	
  Monthly Net Settlement
  Amount (G – H – I – J)

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


QUARTERLY
ACCOUNTING REPORT


 


	
  For the Quarterly
  Accounting Period ending on

  	
   

  	
   

  



 


	
  Section 1: 
  Ceded Reserves

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
  Ceded Reserves for Deferred Annuities at Beginning
  of Quarter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Increase
  due to Policies Issued in Quarter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Increase
  due to Tabular Interest

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Decrease
  from Penalty Free Withdrawals

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Decrease
  from Full and Partial Surrenders

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Decrease
  from Death Claims

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Decrease
  from Annuitizations

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Decrease
  from Recaptures

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Other
  Increases / (Decreases)

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
  Change in Ceded Reserves for Deferred Annuities

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
  Ceded Reserves for Deferred Annuities at End of
  Quarter (A + B)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
  Ceded Reserves for Immediate Annuities at Beginning
  of Quarter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Increase
  due to Tabular Interest

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Increase
  from Annuitizations

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Decrease
  from Annuity Payments on SCs

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Decrease
  from Recaptures

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Other
  Increases / (Decreases)

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
  Change in Ceded Reserves for Immediate Annuities

  	
   

  	
   

  	
   

  	
   

  
	
  (F)

  	
  Ceded Reserves for Immediate Annuities at End of
  Quarter (D + E)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (G)

  	
  TOTAL Ceded Reserves at
  End of Quarter (C +
  F)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2: 
  Quarterly Net Settlement Amount

  	
   

  	
   

  	
   

  	
   

  
	
  (H)

  	
  C4 Risk Charge ((A + D + G) x 0.5 x (.0017 /4))

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (I)

  	
  Quarterly Net Settlement
  Amount (H)

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Section 3: 
  Funds Withheld Account

  	
   

  	
   

  	
   

  	
   

  
	
  (J)

  	
  Book Value of Assets at Beginning of Quarter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Premiums
  transferred into FW Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Claims
  withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Annuitization
  Payments withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Commissions
  withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Renewal
  Commissions withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Marketing
  Fees withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
   

  	
  Policy
  Issuance Fees withdrawn from FW Account

  	
   

  	
  (

  	
  )

  	
   

  
	
  (K)

  	
  TOTAL Increases / (Decreases) from Policy Cash Flows

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Administration
  Fees withdrawn from FW Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Premium
  Taxes withdrawn from FW Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Guaranty
  Fund Assessments withdrawn from

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FW
  Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Excise
  Taxes withdrawn from FW Account

  	
   

  	
   

  	
   

  	
   

  
	
  (L)

  	
  TOTAL Decreases from Monthly Expenses

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (M)

  	
  Ceded Reserves relating to Recaptures withdrawn from
  FW Account

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weekly
  Assigned Hedge Proceeds Settlement Amounts

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  transferred
  to FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weekly
  Assigned Hedge Costs Settlement Amounts

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  withdrawn
  from FW Account in period

  	
   

  	
   

  	
   

  	
   

  
	
  (N)

  	
  TOTAL Increases / (Decreases) from Hedging
  Settlement Amounts

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Interest
  Income Received (Coupons)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Change
  in Accrued Interest

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accretion
  of Discount / (Amortization of Premium)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (O)

  	
  TOTAL Net Investment Income

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (P)

  	
  Realized Gains / (Losses)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Q)

  	
  Statutory Impairments Realized

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (R)

  	
  Default Losses Realized

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (S)

  	
  Cash or other assets transferred (to) / from
  Reinsurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (T)

  	
  Expenses relating to FW Account and Reinsurance
  Trust

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (U)

  	
  Book Value of Assets at
  End of Quarter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (J + K – L – M +/- N + O +/- P – Q – R +/- S – T)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4: 
  Calculation of Funds Withheld Adjustment

  	
   

  	
   

  	
   

  	
   

  
	
  (V)

  	
  TOTAL Ceded Reserves (G)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (W)

  	
  Statutory Carrying Value of Assets in the Funds
  Withheld Account (U)

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  (X)

  	
  Market Value of Assets in any Reinsurance Trust

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Y)

  	
  Amount Available under Outstanding Letters of Credit

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Z) 

  	
  Amounts due but unpaid by Ceding Company under Section 9.03(a),
  (b), (c) or (e)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (AA) 

  	
  Funds Withheld Adjustment
  due from/(to) Reinsurer (V – (W + X + Y + Z))

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C


 


REINSURED POLICIES REPORT


 


See attached.


 

















 


EXHIBIT D


 


WEEKLY HEDGING ACQUISITION REPORT


 


See
attached.


 

















 


EXHIBIT E


 


WEEKLY HEDGING PROCEEDS REPORT


 


See
attached.


 

















 


EXHIBIT F


 


HEDGES REPORT


 


See attached.


 

















 


EXHIBIT G


 


HEDGING EFFECTIVENESS
REPORT


 


See attached.


 

















 


EXHIBIT H


 


TRUST AGREEMENT


 


See attached.


 

















 


EXHIBIT I


 


INVESTMENT MANAGEMENT
AGREEMENT


 


See
attached.